U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





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





For the
fiscal year ended December 31,
2007





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





For the
transition period from





Commission
File No.  333-140236




WELLENTECH
SERVICES, INC.


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




Nevada(State
      or other jurisdiction of  Incorporation or
      organization)
            (I.R.S.
      Employer Identification
      No.






7415
Sherbrooke St. West, #1


Montreal,
Quebec, Canada H4B 1S2


(Address
of Principal Executive Offices)





(514)
489-7064


(Issuer’s
telephone number)





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





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


Yes x No o





Check
whether the
registrant has filed all documents and reports required to be filed by
Sections 12, 13, or 15 (d) of the Exchange Act subsequent to the distribution of
securities under a plan confirmed by a court.  Yes x  No o





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of February 24, 2008:  14,925,000 shares of common stock.





Transitional
Small Business Disclosure Format    Yes o  No x




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







Table of Contets







TABLE OF CONTENTS




PART
      IITEM 1.
                Description Of Business
                3ITEM 2.
                Description Of Properties
                9ITEM 3.
                Legal Proceedings
                9ITEM 4.
                Submission Of Matters To A Vote Of Security
      Holders
                9PART
      IIITEM 5.
                Market For Common Equity And Related Stockholder
      Matters
                9ITEM 6.
                Management’s Discussion and Analysis of Financial
      Condition
                10ITEM 7.
                Financial Statements
                16ITEM8A.
                Control and Procedures
                28ITEM 8B.
                Other Information
                28PART
      IIIITEM 9.
                Directors, Executive Officers, Promoters And Control
      Persons, Compliance
      With Section 16(a) Of The Exchange Act
                28ITEM 12.
                Certain Relationships And Related
      Transactions
                31ITEM 13.
                Index To Exhibits And Reports On Form
    8-K
                31ITEM 14.
                Principal Accountant Fees And Services
                32SIGNATURES
                
                33







2
 Table of Contets




Item 1.    Description of Business.





General


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





Forward-Looking
Statements





Matters
discussed in this document may constitute forward-looking statements. The
Private Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage companies to
provide prospective information about their businesses. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other statements,
which are other than statements of historical facts.





Wellentech
Services, Inc. desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. This
document and any other written or oral statements made by us or on our behalf
may include forward-looking statements, which reflect our current views with
respect to future events and financial performance. The words “believe,”
“expect,” “anticipate,” “intends,” “estimates,” “forecast,” “project” and
similar expressions identify forward-looking statements.





The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, management’s discussion and analysis or plan of operations. Although
we believe that these assumptions were reasonable when made, these statements
are not guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect our management’s view only as of the date of this report.





Historical





Wellentech
Services Inc. (“Wellentech”) was incorporated on November 7, 2005 under the laws
of the State of Nevada as an early stage product and services company that
designs and installs systems for data, voice, video and telecom.




We intend
to grow our business aggressively through organic growth. Our offerings include
Wireless Fidelity, or Wi-Fi, with the deployment of a fixed Wireless Local Area
Network. We believe we can integrate superior solutions across a vast majority
of communication requirements. We intend to earn revenue for rendering services
which will include; (i) the installation of data, voice, video and telecom
networks; (ii) the sale of networking products that are installed and (iii)
consulting services in the assessment of existing networks.




We offer
expertise in the wired networking infrastructure industry; we can design,
manage, install and service our wireless customers with the same processes,
personnel and management. As well as the services we provide, we purchase and
resell products such as networking routers, cable, software and video equipment
that are involved in our project installations. We purchase our products from
various distributors. In the event that any of these distributors cease
operations, our business would not be adversely affected because these products
are readily available from multiple distributors locally, regionally or
nationally.





3
 Table of Contets





Risk
Factors





An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus and any other filings we may make with the United States Securities
and Exchange Commission in the future before investing in our common stock. If
any of the following risks occur, our business, operating results and financial
condition could be seriously harmed. Please note that throughout this
prospectus, the words “we”, “our” or “us” refer to us and not to the selling
stockholders.





We
may require additional funds to achieve our current business strategy and our
inability to obtain additional financing will inhibit our ability to expand or
even maintain our business operations




Our
auditor has expressed substantial doubt about our ability to continue as a going
concern. We may need to raise additional funds through public or private debt or
sale of equity to achieve our current business strategy. The financing we need
may not be available when needed. Even if this financing is available, it may be
on terms that we deem unacceptable or are materially adverse to your interests
with respect to dilution of book value, dividend preferences, liquidation
preferences, or other terms. Our inability to obtain financing will inhibit our
ability to implement our development strategy, and as a result, could require us
to diminish or suspend our development strategy and possibly cease our
operations.




If we are
unable to obtain financing on reasonable terms, we could be forced to delay,
scale back or eliminate certain product and service development programs. In
addition, such inability to obtain financing on reasonable terms could have a
negative effect on our business, operating results, or financial condition to
such extent that we are forced to restructure, file for bankruptcy, sell assets
or cease operations, any of which could put your investment dollars at
significant risk.





We
have a limited operating history that you can use to evaluate us, and therefore
we may not survive if we meet some of the problems, expenses, difficulties,
complications and delays frequently encountered by a start up
company.




We were
incorporated on November 7, 2005. We are on early stage company with no revenue
or history to date. Accordingly, you can evaluate our business, and therefore
our future prospects, based only on a limited operating history. You must
consider our prospects in light of the risks and uncertainties encountered by
start up companies. To date, we have completed only part of our business plan.
As a start-up company, we can provide no assurances that we will be able to make
the necessary steps to achieve profitability in the future, such as expanding
our customer base.




We are
subject to all the substantial risks inherent in the commencement of a new
business enterprise with new management. We can provide no assurance that we
will be able to successfully generate revenues, operate profitably, or make any
distributions to the holders of our securities. We have a limited business
history for you to analyze or to aid you in making an informed judgment as to
the merits of an investment in our securities. Any investment in our common
stock should be considered a high risk investment because you will be placing
funds at risk in an unseasoned start-up company with unforeseen costs, expenses,
competition and other problems to which start-up ventures are often
subject.




As we
have such a limited history of operation, you will be unable to assess our
future operating performance or our future financial results or condition by
comparing these criteria against our past or present equivalents.






4
 Table of Contets




If
we are unable to generate significant revenues from our operations, we may be
unable to expand our services and may be forced to cease operations





If we are
unable to generate significant revenues from our operations, we could be forced
to delay, scale back or eliminate certain services and product development
programs. We intend to acquire and maintain businesses in our industry. If we
fail to generate significant revenues in the future, then we will not able to
expand our product line as we anticipate. This failure to expand may hurt our
ability to raise additional capital which could have a negative effect on our
business, operating results, or financial condition to such extent that we are
forced to restructure, file for bankruptcy, sell assets or cease operations, any
of which could put your investment dollars at significant risk




We
may make acquisitions or form joint ventures that are unsuccessful.





Our
ability to grow is dependent on our ability to successfully acquire other
companies, which creates substantial risk. In order to pursue a growth by
acquisition strategy successfully, we must identify suitable candidates for
these transactions; however, because of our limited funds, we may not be able to
purchase those companies that we have identified as potential acquisition
candidates. Additionally, we may have difficulty managing post-closing issues
such as the integration into our corporate structure. Integration issues are
complex, time consuming and expensive and, without proper planning and
implementation, could significantly disrupt our business, including, but not
limited to, the diversion of management's attention, the loss of key business
and/or personnel from the acquired company, unanticipated events, and legal
liabilities.




If
we are unable to hire and retain key personnel, then we may not be able to
implement our business plan.




We depend
on the services of our sole officer and director and our success depends on the
continued efforts of such individual to manage our business operations. The loss
of the services of the President could have a negative effect on our business,
financial condition and results of operations. We do not currently have an
employment contract with our President, Irwin Rapoport. In addition, our success
in expanding our business operations is largely dependent on our ability to hire
highly qualified personnel. In addition, we may lose employees or consultants
that we hire due to higher salaries and fees being offered by competitors or
other businesses in the industry.




Irwin
Rapoport’s control may prevent you from causing a change in the course of our
operations and may affect the market price of our common stock.




Irwin
Rapoport beneficially owns approximately 81% of our common stock. Accordingly,
for as long as this individual continues to own more than 50% of our common
stock, he will be able to elect our entire board of directors, control all
matters that require a stockholder vote (such as mergers, acquisitions and other
business combinations) and exercise a significant amount of influence over our
management and operations. Therefore, regardless of the number of our common
shares sold, your ability to cause a change in the course of our operations is
eliminated. As such, the value attributable to the right to vote is limited.
This concentration of ownership could result in a reduction in value to the
common shares you own because of the ineffective voting power, and could have
the effect of preventing us from undergoing a change of control in the
future.






5
 Table of Contets


You
may not be able to liquidate your investment since there is no assurance that a
public market will develop for our common stock or that our common stock or that
our common stock will ever be approved for trading on a recognized
exchange.
  There is
no established public trading market for our securities. After this document is
declared effective by the Securities and Exchange Commission, we intend to seek
a market maker to apply for a quotation on the OTC BB in the United States. Our
shares are not and have not been listed or quoted on any exchange or quotation
system. We cannot assure you that a market maker will agree to file the
necessary documents with the OTC BB, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading
market, an investor may be unable to liquidate its investment, which will result
in the loss of your investment.
  We
do not expect to pay dividends and investors should not buy our common stock
expecting to receive dividends.
  We have
not paid any dividends on our common stock in the past, and do not anticipate
that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends. Since we do not pay dividends, and if we
are not successful in having our shares listed or quoted on any exchange or
quotation system, then you may not have any manner to liquidate or receive any
payment on your investment. Therefore our failure to pay dividends may cause you
to not see any return on your investment even if we are successful in our
business operations. In addition, because we do not pay dividends we may have
trouble raising additional funds which could affect our ability to expand out
business operations.
  The
offering price of the shares was arbitrarily determined, and therefore should
not be used as an indicator of the future market price of the securities.
Therefore, the offering price bears no relationship to the actual value of
Wellentech, and may make our shares difficult to sell.
  Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $.01 for the shares of common stock was arbitrarily
determined. The facts considered in determining the offering price were our
financial condition and prospects, our limited operating history and the general
condition of the securities market. The offering price is not an indication of
and is not based upon our actual value. The offering price bears no relationship
to the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities.
   6
 Table of Contets
  Future
sales by our stockholders may negatively affect our stock price and our ability
to raise funds in new stock offerings.
  Sales of
our common stock in the public market following this offering could lower the
market price of our common stock. Sales may also make it more difficult for us
to sell equity securities or equity-related securities in the future at a time
and price that our management deems acceptable or at all. Of the 14,925,000
shares of common stock outstanding as of February 26, 2008 3,425,000 shares are,
or will be, freely tradable without restriction upon the effective date of this
registration statement, unless held by our “affiliates”. The remaining
11,500,000 shares of common stock, which will be held by existing stockholders,
including the officers and directors, are “restricted securities” and may be
resold in the public market only if registered or pursuant to an exemption from
registration. Some of these shares may be resold under Rule 144. The 12,000,000
shares issued to Irwin Rapoport are available for resale to the public and in
accordance with the volume and trading limitations of Rule 144 of the Act. After
February 2007, the 2,725,000 shares issued to our shareholders in our Regulation
D Rule 506 offering, became available for resale to the public and in accordance
with the volume and trading limitations of Rule 144 of the Act. After June 2007,
the 200,000 shares issued to two consultants became available for resale to
the public and in accordance with the volume and trading limitations of Rule 144
of the Act. In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company’s common stock for at least one year is
entitled to sell within any three month period a number of shares that does not
exceed 1% of the number of shares of our common stock then outstanding which, in
our case, would equal approximately 149,150 shares as of the date of this
prospectus.
  Our
stock price may be highly volatile and subject to wide fluctuations due to many
factors, including a substantial market overhang.
  The
market price of our common stock may be highly volatile and subject to wide
fluctuations in response to quarterly variations in operating results,
announcements of distribution agreements, or new affiliations or new products
and services by us or our competitors, changes in financial estimates by
securities analysts, lack of market acceptance of our products, or other events
or factors, including the risk factors described herein. In addition, the stock
market in general experiences significant price and volume fluctuations that are
often unrelated to a company’s operating performance. As with any public
company, we may be subject to securities class action litigation following
periods of volatility in the market price of our securities which could result
in substantial costs and a diversion of management’s attention and resources.
Additionally, the sale of a substantial number of shares of common stock, or
even the potential of sales, in the public market following this offering could
deflate the market price for the common stock and make it more difficult for us
to raise additional capital through the sale of our common stock.
  We
do not have any patents, copyrights, or trademarks.
 
 We do not
currently own any patents, copyrights or trademarks with respect to any of our
intellectual properties. Therefore, we have no assurance that we can protect our
intellectual properties from infringement by other firms.
  Furthermore,
in the event that any our competitors are able to secure intellectual property
rights protection on intellectual property that we possess we might be precluded
from using any such intellectual property.
   7
 Table of Contets
  We
are in an intensely competitive industry and any failure to timely implement our
business plan could diminish or suspend our development and possibly cease our
operations.
 
 The
industry for designing and installing systems for data, voice, video, and
telecom is highly competitive, and has few barriers to entry. We can provide no
assurance that additional competitors will not enter into the industry. There
are other companies that currently offer similar services that have established
user bases that are significantly larger than ours, and that have access to
greater capital. If we are unable to efficiently and effectively institute our
business plan as a result of intense competition or a saturated market, we may
not be able to continue the development and enhancement of our web site and
become profitable.
  “Penny
Stock” Rules may make buying or selling our common stock difficult.
  Trading
in our securities is subject to the “penny stock” rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends our securities to
persons other than prior customers and accredited investors, must, prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser’s written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated with trading in the penny stock
market. In addition, broker-dealers must disclose commissions payable to both
the broker-dealer and the registered representative and current quotations for
the securities they offer. The additional burdens imposed upon broker- dealers
by such requirements may discourage broker-dealers from effecting transactions
in our securities, which could severely limit the market price and liquidity of
our securities. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the Commission’s regulations concerning
the transfer of penny stocks. These regulations require broker- dealers
to:
  o
              Make
      a suitability determination prior to selling a penny stock to the
      purchaser;o
              Receive
      the purchaser’s written consent to the transaction; ando
              Provide
      certain written disclosures to the
purchaser.
  These
requirements may restrict the ability of broker-dealers to sell our common stock
and may affect your ability to resell our common stock.
  Our
stock price may decrease due to our market cap based on the future issuances of
additional shares of common.
  Our
Articles of Incorporation authorize the issuance of one hundred and sixty
million shares of common stock and ten million shares of preferred, par value
$.001. As of February 26, 2008, we had 14,925,000 shares of common stock issued
and outstanding. As such, our Board of Directors has the power, without
shareholder approval, to issue up to 145,075,000 shares of common stock. The
issuance of such shares will dilute the shares held by the current
shareholders.
  However,
our Board of Directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock and with such
relative rights, privileges, preferences and restrictions that the Board may
determine. Any issuance of preferred stock will dilute the voting power or other
rights of the holders of common stock. If preferred shares are issued it may
impact our decision to issue dividends since this may increase the number of
dividends that we would be issuing. In addition, it is possible that the Board
of Directors may determine that the preferred shares will have rights and
preferences, including dividend rights, over the common
stockholders.
   8
 Table of Contets
   Item 2.  Description of Property.
 
 Our
executive offices are located at 7415 Sherbrooke St. West, #1 Montreal,
Quebec. We believe that this space is adequate to operate our current
business and as business warrants we may expand into a larger space. The
office space is provided by our CEO at no cost to us.
 
 Item 3.  Legal Proceedings.
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company.
 
 Item 4.  Submission of Matters to a Vote of Security
Holders.
  During
the period ending December 31, 2007, there has not been any matter which was
submitted to a vote of the Company’s shareholders through the solicitation of
proxies or otherwise.
  PART
II
 
 Item 5.  Market for Common Equity and Related Stockholder
Matters
 
 Market
Information
 
 There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.
 
 Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
 
 Holders
 
 As of
February 26, 2008 there were 14,925,000 shares of common stock issued and
outstanding, 12,000,000 of which are controlled by Irwin Rapoport, the Company's
President.
 
 As of
February 26, 2008 there were 41 holders of record of shares of our common
stock.
   9
 Table of Contets
 
 Holders
of common stock do not have cumulative voting rights.
  Therefore,
holders of a majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common stock
representing a majority of the voting power of our capital stock issued and
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.
  Although
there are no provisions in our charter or by-laws that may delay, defer or
prevent a change in control, we are authorized, without shareholder approval, to
issue shares of preferred stock that may contain rights or restrictions that
could have this effect.
  Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
 
 The
issued and outstanding shares of our Common Stock were issued in accordance with
the exemptions from registration afforded by Section 4(2) of the Securities Act
of 1933.
  Dividends
 
 Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
 
  10
 Table of Contets
  Item 6.   Management’s Discussion and Analysis or Plan of
Operation
 
 The
information contained in this Management’s Discussion and Analysis of Financial
Condition and Results of Operation contains “forward looking statements”.
 Actual results may materially differ from those projected in the forward
looking statements as a result of certain risks and uncertainties set forth in
this report.  Although our management believes that the assumptions made
and expectations reflected in the forward looking statements are reasonable,
there is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual future results will not be materially different from the
expectations expressed in this Annual Report.  The following discussion
should be read in conjunction with the audited Consolidated Financial Statements
and related Notes included thereto.
 
 Our
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting
Principles.
  Plan of
Operation
 
 Wellentech
Services Inc. (“Wellentech”) was incorporated on November 7, 2005 under the laws
of the State of Nevada as an early stage product and services company that
designs and installs systems for data, voice, video and telecom.
 
 We intend
to grow our business aggressively through organic growth. Our offerings include
Wireless Fidelity, or Wi-Fi, with the deployment of a fixed Wireless Local Area
Network. We believe we can integrate superior solutions across a vast majority
of communication requirements. We intend to earn revenue for rendering services
which will include; (i) the installation of data, voice, video and telecom
networks; (ii) the sale of networking products that are installed and (iii)
consulting services in the assessment of existing networks.
 
 We offer
expertise in the wired networking infrastructure industry; we can design,
manage, install and service our wireless customers with the same processes,
personnel and management. As well as the services we provide, we purchase and
resell products such as networking routers, cable, software and video equipment
that are involved in our project installations. We purchase our products from
various distributors. In the event that any of these distributors cease
operations, our business would not be adversely affected because these products
are readily available from multiple distributors locally, regionally or
nationally.
 
 Suppliers
 
 As well
as being a service company, we will also purchase and resell products such as
networking routers, cable, software and video equipment that will be involved in
our project installations.
 
 Sales
And Marketing
 
 We will
market and sell our services through a direct sales and project management
professionals. We intend to be proactive and interact personally with our
clients from time to time. We do not currently employ an outside sales
force.
 
 We will
also use several methods of mass marketing to advertise our products and
services including direct mailings, and the distribution of brochures which
describe our services. We will also explore advertising in computer magazines,
and newspapers. Our rough estimate of the cost of our advertising plan is
approximately $25,000. Additionally, we plan to develop a web site that
describes our business and services. We believe that these methods of marketing
are a key factor in securing new business.
   11
 Table of Contets
 
 Competition
 
 The
network cabling market is very fragmented and highly competitive. In the markets
where we operate, we experience intense competition from other independent
providers of network solutions. We believe that success in the industry is based
on maintenance of product quality, competitive pricing, delivery, efficiency,
customer service and satisfaction levels, maintenance of satisfactory dealer
relationships, and the ability to anticipate technological changes and changes
in customer preferences. We believe our competitive advantage lies in our
ability to provide superior customer service while offering a more diverse line
of hard product offering than our competitors.
  Online
Product And Service Origination
 
 We intend
to complete the development of our corporate website. We have not yet contracted
with a web design company.
 
 The
estimated cost for completing our website is budgeted at $10,000 over the next
twelve months. We will be utilizing it to pursue the following market tactics in
order to generate leads for our online services:
 
 o
              Registering
      with Internet search engines to ensure our company's services appear in
      prime locations when online searches for networking, WiFi (Wireless
      Fidelity), and WLAN’s (Wireless Local Area Networks) are
    made;o
              Forming
      strategic alliances that will generate additional leads from companies
      offering complementary services;o
              Targeting
      cost effective e-mail campaigns to users that have expressed an interest
      in obtaining networking and wireless related
  information;o
              Placing
      banner advertisements on Networking related web sites which is designed to
      bring new qualified visitor/customers directly to the web
      site.o
              Linking
      with existing Networking and Wireless sites that will allow users to click
      and immediately be connected to our company's web site;
  ando
              Looking
      for potential acquisition targets as well as
  investors.
 
 Upgraded
Technology Infrastructure And Security
 
 Over the
next twelve months, we intend to establish an upgraded computer server which
houses all of our computer-based technology from our Internet web site to our
e-mail capabilities. We intend to use server hardware provided by Dell Computer
Corp., and routers and switches are provided by Cisco Systems. Our server will
run on a Microsoft Windows NT operating system software. Our technology security
systems will be designed to prevent most unauthorized access to internal systems
and illegal third party access to our data. In addition, we monitor our servers
to ensure that we have sufficient space to handle software upgrades. All
software and data in the system is backed up to magnetic tape each night, which
is stored off-site. The estimated cost for implementing our updated technology
infrastructure and security is $12,500.
  Further
Development of Organizational Infrastructure:
  We plan
to recruit and hire additional networking specialists, create competitive
compensation packages, and develop a sales and training program. Organizational
infrastructure expenses will initially consist primarily of communication
expenses, recruitment of personnel and fees for outside professional advisors
and firms. Our ability to develop organization strength will be severely limited
if we raise no or nominal funds. During the next twelve months, we anticipate
hiring four additional salaried full-time employees, a number of commissioned
full-time employees and no part-time employees. The full-time employees would
consist of: 1 administrator at $25,000 per year, 2 Sales people at $40,000 per
year, plus commission, and 1 technical person at $55,000 per year. We intend to
arrange meetings with Wireless Fidelity, and Networking experts that may be
interested in joining us. We may utilize the services of staffing and recruiting
firms as well. We may also employ individuals whose sole responsibility will be
to identify and recruit qualified Wireless Fidelity and Networking specialists.
We also intend to selectively advertise in Business, Education and Computer
publications to recruit employees. We have budgeted $22,000 over the next twelve
months for employee recruiting and training. Completion of our plan of operation
is subject to attaining adequate revenue. We cannot assure investors that
adequate revenues will be generated. If we are unable to generate sufficient
revenues, we may be unable to proceed with our plan of operations. Even without
significant revenues within the next twelve months, we still anticipate being
able to continue with our present activities, however we may require financing
to potentially achieve our goal of profit, revenue and growth. We are seeking
equity financing for a total of $250,000-$500,000 to cover our administrative
expenses, marketing and expansion. We anticipate that any such financing will be
through the sale of shares of our common stock at prices based upon our trading
market once such market develops. If we are not able to obtain financing of at
least $250,000 it will have a significant impact on our liquidity and ability to
proceed with our business expansion plans.
   12
 Table of Contets
   We
anticipate that our operational, general and administrative expenses for the
next 12 months will total $301,640.00. The estimated breakdown is as
follows:
 
 Web
      Development
                
                $
                10,000.00Legal/Accounting
                
                $
                7,500.00Upgraded
      Computer systems
                
                $
                12,500.00Telecommunications/DSL
                
                $
                720.00Employee
      recruitment and training
                
                $
                22,000.00General
      Administrative:Advertising
                
                $
                25,000.00Automotive
                
                $
                4,000.00Charitable
      contributions
                
                $
                500.00Deprecation
      expense
                
                $
                1,270.00Employee
      benefits
                
                $
                1,500.00Entertainment
                
                $
                4,000.00Insurance
                
                $
                6,700.00Office
      salaries
                
                $
                160,000.00Office
      supplies
                
                $
                7,000.00General
      and administrative
                
                $
                1,000.00Professional
      development
                
                $
                5,000.00Professional
      expense
                
                $
                8,000.00Rent
                
                $
                2,200.00Repairs
      & Maintenance
                
                $
                1,500.00Taxes
                
                $
                6,250.00Telephone
                
                $
                6,000.00Travel
                
                $
                5,000.00Utilities
                
                $
                4,000.00Total
      General Administrative
                
                $
                248,920.00Total
      Expenses
                
                $
                301,640.00
 
 The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised in subsequent private financings may vary significantly
depending upon the exact amount of funds raised and status of our business plan.
We plan to focus our sales in New York and California. We have no plans at this
time to extend into any other states.
 
 In the
event we are not successful in generating sufficient revenue, additional funds
may be required and we would then not be able to proceed with our business plan
for the development and marketing of our core products and services. Should this
occur, we would likely seek additional financing to support the continued
operation of our business. We anticipate that depending on market conditions and
our plan of operations, we could incur operating losses in the foreseeable
future. We base this expectation, in part, on the fact that we may not be able
to generate enough gross profit from our advertising and new products to cover
our operating expenses.
 
  13
 Table of Contets
  Employees
 
 Presently
our two officers are contributing their services without payment and certain
consultants have accepted shares for services.
 
 In the
future, we plan to hire four full time employees and three part-time employees.
From time to time, we may employ additional independent contractors to support
our development, marketing, sales, support and administrative organization. We
also intend to hire Wireless Fidelity and Networking specialists. Competition
for qualified personnel in the industry in which we compete is intense. We
believe that our future success will depend in part on our continued ability to
attract, hire or acquire and retain qualified employees.
 
 Results of
Operation
 
 The
Company did not generate any revenues for the year ended December 31, 2007 and
generated $10,400 for the year ended December 31, 2006.
 
 Services
contributed by shareholder increased by double or $24,000 for the year ended
December 31, 2007, as compared to the year ended December 31, 2006 when services
contributed by shareholder were $12,000. The increase was because of the
addition of another director and shareholder who had also contributed services
to the company during the most recent fiscal year. Professional fees include
legal and accounting fees and filing fees. There was a $261 gain on foreign
exchange for the year ended December 31, 2007 as compared to the year ended
December 31, 2006 which was a loss of $343. This was due to having some
transactions in Canadian dollars which had for a time become greater in value
than US dollars, where during the year ended December 31, 2006 some transactions
were in Canadian dollars, resulting in a loss, since at the time, the US dollar
was valued higher than the Canadian dollar.
 
 Net loss
for the year ended December 31, 2007 was $38,862.  Net loss for the
year ended December 31, 2006 was $24,960.  The increase in loss was
primarily due to the increase in services contributed by
shareholders.
 
 Loss per
share was $0.00 for the period ended December 31, 2007, and a loss of $0.00 per
share for the period ended December 31, 2006.
 
 Professional
fees for the year ended December 31, 2007 were $15,123, as compared to the year
ended December 31, 2006 when the professional fees were $6,843. This increase in
professional fees during 2007 was due to additional work involved in preparing
our interim financial statements.
 
 There
were no consulting and contracting expenses for the year ended December 31, 2007
as compared to the year ended December 31, 2006 when the consulting and
contracting was $16,000. The $16,000 expense was related to a specific service
provided to a customer during that period in 2006 which did not apply in
2007.
 
  14
 Table of Contets
   Liquidity and Capital
Resources
 
 As of
December 31, 2007, we had working capital deficit of $27,278, compared to the
positive working capital position of $4,900 as of December 31, 2006. The
decrease is mainly due to increase of our accounts payable. We did not raise any
cash from issuance of common stock.
 
 Cash
flows used in operating activities for the year ended December 31, 2007 was
$7,129, which was primarily due to the loss for the period.  Cash
flows used in operating activities for the year ended December 31, 2006 was
$5,176.
 
 Cash
flows used in financing activities for the year ended December 31, 2007 was
$3,915, consisting primarily of payment of $10,000 for preparation of the SB-2
as well as cash provided by stockholders to fund our operating expenses. Cash
flows provided by financing activities for the year ended December 31, 2006 was
$1,250, consisting primarily of payment of $10,000 for preparation of the SB-2,
offset by proceeds from issuance of capital stock of $11,250.
 
 Going Concern
Consideration
 
 Due to
the uncertainty of our ability to meet our current operating and capital
expenses, in their report on our audited financial statements for the period
ended December 31, 2007, our independent registered accountants included an
explanatory paragraph expressing substantial doubt 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.
 
 Off-Balance Sheet
Arrangements
 
 We have
no off-balance sheet arrangements
 
  15
 Table of Contets
 
 Item 7.  Financial Statements
  
   WELLENTECH
SERVICES, INC.
   FINANCIAL
STATEMENTS
   DECEMBER
31, 2007 AND 2006
     CONTENTS
    Report of
Independent Registered Accounting
Firm                                                         
17
  
 Balance
Sheets                                                                                                                          
18
  
 Statements
of
Operations                                                                                                        
19
  
 Statements
of Cash
Flows                                                                                                        20
  
 Statement
of Changes in Stockholders'
Deficit                                                                    
21
  
 Notes to
Financial
Statements                                                                                                
22 - 27
 
 
 
 
 16
 Table of Contets
  
 Report
of Independent Registered Public Accounting Firm
 
 
 To the
Stockholders and Board of Directors of
 Wellentech
Services, Inc (A Development Stage Company)
 
 We have
audited the accompanying balance sheets of Wellentech Services, Inc(A
Development Stage Company)as of December 31, 2007
and 2006 and the related statements of operations, changes in stockholders’
equity, and cash flows for each of the years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wellentech Services, Inc(A
Development Stage Company)as of December 31, 2007
and 2006, and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company’s operating losses, negative working capital, and total
capital deficiency raise substantial doubt about its ability to continue as a
going concern. Note 2 also describes management’s plans to address these
financial matters. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
 
 
 
 /s/ DNTW
Chartered Accountants, LLP
 
 Markham,
Canada
 February
24, 2008
 
 
 17
 Table of Contets
 
  WELLENTECH
SERVICES INC.
 (A Development Stage
Company)
 BALANCE
SHEETS
 As
at December 31, 2007
  2007
                  
                  
                  2006ASSETSCurrent
      AssetsCash
                  
                  $
                  -
                  
                  
                  $
                  11,044Other
      AssetsDeferred
      offering costs
                  
                  
                  34,678
                  
                  
                  
                  14,278Total
      Assets
                  
                  $
                  34,678
                  
                  
                  $
                  25,322LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                  
                  $
                  24,278
                  
                  
                  $
                  6,144Total
      Liabilities
                  
                  
                  24,278
                  
                  
                  
                  6,144Stockholders'
      EquityCommon
      stock
                  
                  
                  14,925
                  
                  
                  
                  14,925Additional
      paid in capital
                  
                  
                  58,830
                  
                  
                  
                  28,745Deficit
      accumulated during the development stage
                  
                  
                  (63,355
                  )
                  
                  
                  (24,492
                  )Total
      Stockholders' Equity
                  
                  
                  10,400
                  
                  
                  
                  19,178Total
      Liabilities and Stockholders' Equity
                  
                  $
                  24,278
                  
                  
                  $
                  25,322
 
 The
accompanying notes are an integral part of these financial
statements.
 
 18
 Table of Contets
   WELLENTECH
SERVICES INC.
 (A Development Stage
Company)
 STATEMENTS
OF OPERATIONS
 For The Years Ended December 31, 2007
And 2006, And Cumulative From November 7, 2005 (Date Of Inception) Through
December 31, 2007
 
 For
      The Year Ended
                      31
      December 2007
                    
                    
                    For
      The Year Ended
                      31
      December 2006
                    
                    
                    For
      The Period From Inception (7 November 2005) to
                      31
      December 2007REVENUE
                    
                    $
                    -
                    
                    
                    $
                    10,400
                    
                    
                    $
                    16,280EXPENSESServices
      contributed by shareholder
                    
                    
                    24,000
                    
                    
                    
                    12,000
                    
                    
                    
                    36,000Professional
      fees
                    
                    
                    15,123
                    
                    
                    
                    6,843
                    
                    
                    
                    23,066(Gain)
      loss on foreign exchange
                    
                    
                    (261
                    )
                    
                    
                    343
                    
                    
                    
                    82Consulting
      and subcontracting
                    
                    
                    -
                    
                    
                    
                    16,000
                    
                    
                    
                    20,200Bank
      charges
                    
                    
                    -
                    
                    
                    
                    257
                    
                    
                    
                    28738,862
                    
                    
                    
                    35,443
                    
                    
                    
                    79,635LOSS
      BEFORE TAXES
                    
                    
                    (38,862
                    )
                    
                    
                    (25,043
                    )
                    
                    
                    (63,355
                    )INCOME
      TAX RECOVERY
                    
                    
                    -
                    
                    
                    
                    (83
                    )
                    
                    
                    -NET
      LOSS
                    
                    $
                    (38,862
                    )
                    
                    $
                    (24,960
                    )
                    
                    $
                    (63,355
                    )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING BASIC AND
DILUTED
                    
                    $
                    0.00
                    
                    
                    $
                    0.00WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED
                    
                    
                    14,925,000
                    
                    
                    
                    14,768,479
  The
accompanying notes are an integral part of these financial
statements.
  19
 Table of Contets
  WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 For The Years Ended December 31, 2007
And 2006, And Cumulative From November 7, 2005 (Date Of Inception) Through
December 31, 2007
  For
      The Year Ended 31 December 2007
                  
                  
                  For
      The Year Ended 31 December 2006
                  
                  
                  For
      the Period From Inception (7 November 2005) to 31 December
      2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (38,862
                  )
                  
                  $
                  (24,960
                  )
                  
                  $
                  (63,355
                  )Adjustment
      to reconcile net loss to net cash provided by operating
      activities:Services
      contributed by shareholder
                  
                  
                  24,000
                  
                  
                  
                  10,320
                  
                  
                  
                  34,320Common
      stock issued for services
                  
                  
                  -
                  
                  
                  
                  6,000
                  
                  
                  
                  6,000Changes
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  -
                  
                  
                  
                  5,880
                  
                  
                  
                  -Taxes
      payable
                  
                  
                  -
                  
                  
                  
                  (83
                  )
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  7,733
                  
                  
                  
                  (2,333
                  )
                  
                  
                  13,878NET
      CASH FLOWS USED IN OPERATING ACTIVITIES
                  
                  
                  (7,129
                  )
                  
                  
                  (5,176
                  )
                  
                  
                  (9,157
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESStockholder
      contributions
                  
                  
                  6,085
                  
                  
                  
                  
                  
                  
                  
                  6,085Deferred
      offering costs
                  
                  
                  (10,000
                  )
                  
                  
                  (10,000
                  )
                  
                  
                  (24,278
                  )Common
      shares issued for cash
                  
                  
                  -
                  
                  
                  
                  11,250
                  
                  
                  
                  27,350CASH
      FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  (3,915
                  )
                  
                  
                  1,250
                  
                  
                  
                  9,157NET
      DECREASE IN CASH
                  
                  
                  (11,044
                  )
                  
                  
                  (3,926
                  )
                  
                  
                  -CASH,
      BEGINNING OF YEAR
                  
                  
                  11,044
                  
                  
                  
                  14,970
                  
                  
                  
                  -CASH,
      END OF YEAR
                  
                  $
                  -
                  
                  
                  $
                  11,044
                  
                  
                  $
                  -
  The
accompanying notes are an integral part of these financial
statements.
 
  20
 Table of Contets
  WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
 For
the Period from Inception Through 31 December 2007
  Common
      Stock
                    
                    
                    Additional
                      Paid-In
                    
                    
                    Earnings
                      (Deficit)
      Accumulated
                      During
      the
                      Development
                    
                    
                    Total
                      Stockholders'Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    EquityCommon
      shares issued at inception
                    
                    
                    12,000,000
                    
                    
                    $
                    12,000
                    
                    
                    $
                    (11,900
                    )
                    
                    $
                    -
                    
                    
                    $
                    100Common
      shares issued for cash
                    
                    
                    1,600,000
                    
                    
                    
                    1,600
                    
                    
                    
                    14,400
                    
                    
                    
                    -
                    
                    
                    
                    16,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    467
                    
                    
                    
                    467Balance,
      31 December 2005
                    
                    
                    13,600,000
                    
                    
                    
                    13,600
                    
                    
                    
                    2,500
                    
                    
                    
                    467
                    
                    
                    
                    16,567Common
      shares issued for cash
                    
                    
                    1,125,000
                    
                    
                    
                    1,125
                    
                    
                    
                    10,125
                    
                    
                    
                    -
                    
                    
                    
                    11,250Common
      shares issued for services
                    
                    
                    200,000
                    
                    
                    
                    200
                    
                    
                    
                    5,800
                    
                    
                    
                    -
                    
                    
                    
                    6,000Services
      contributed by shareholder
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,320
                    
                    
                    
                    -
                    
                    
                    
                    10,320Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (24,960
                    )
                    
                    
                    (24,960
                    )Balance,
      31 December 2006
                    
                    
                    14,925,000
                    
                    
                    
                    14,925
                    
                    
                    
                    28,745
                    
                    
                    
                    (24,493
                    )
                    
                    
                    19,177Stockholder
      contributions
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    6,085
                    
                    
                    
                    -
                    
                    
                    
                    6,085Services
      contributed by shareholder
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    24,000
                    
                    
                    
                    -
                    
                    
                    
                    24,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (38,862
                    )
                    
                    
                    (38,862
                    )Balance,
      31, December 2007
                    
                    
                    14,925,000
                    
                    
                    $
                    14,925
                    
                    
                    $
                    58,830
                    
                    
                    
                    (63,355
                    )
                    
                    
                    10,400
  The
accompanying notes are an integral part of these financial
statements.
 
 
 21
 Table of Contets
 WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
December 2007 and 2006
   1.
                  ORGANIZATION
      AND NATURE OF BUSINESS
 
 Wellentech
Services, Inc., a development stage company, (the "Company"), was incorporated
on 7 November 2005, under the laws of the State of Nevada.  The
Company is a development stage product and services company that designs and
installs systems for data, voice, video, and telecommunication.  The
Company offers expertise in the wired networking infrastructure
industry.  The Company can design, manage, install, and service
customers with the same processes, personnel and management.  In
addition, the Company purchases and resells products such as network routers,
cable, software and video equipment that are involved in project
installations.
  2.
                  GOING
      CONCERN
  The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America with
the assumption that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business.  The Company has had
limited revenues and has an accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments to the amounts and
classifications of assets and liabilities that might be necessary should the
Company be unable to continue as a going concern.
  The
Company's ability to continue as a going concern is contingent upon its ability
to complete public equity financing and generate profitable operations in the
future.  Management's plan in this regard is to secure additional
funds through equity financing and through loans made by the Company's
stockholders.
  3.
                  BASIS
      OF PRESENTATION
  The
Company has not earned any revenues from limited principal operations and
accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Statement of Financial Accounting
Standards (“SFAS”) No. 7, Accounting and Reporting by
Development Stage Enterprises.  Among the disclosures required
by SFAS No. 7 are that the Company's financial statements be identified as those
of a development stage company, and that the statements of operation,
stockholders' equity and cash flows disclose activity since the date of the
Company's inception.
  22
 Table of Contets
 
 WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
December 2007 and 2006
  4.
                  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  The
accounting policies of the company are in accordance with United States of
America generally accepted accounting principles.  Outlined below are
those policies considered particularly significant:
  Organization
and Start Up Costs
  Costs of
start up activities, including organization costs are expensed as
incurred.
  Cash
and Cash Equivalents
  Cash and
cash equivalents consist of commercial accounts and interest-bearing bank
deposits and are carried at cost, which approximates current value. Items are
considered to be cash equivalents if the original maturity is three months or
less.
 
 Income
Taxes
  The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income
Taxes.  Deferred tax assets and liabilities are recorded for
differences between the financial statements and tax basis of the assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates.  Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.  Income tax expense is recorded for the amount of
income tax payable or refundable for the period increased or decreased by the
change in deferred tax assets and liabilities during the period. As of 31
December 2007, a deferred tax asset (which arises solely as a result of net
operating losses), has been entirely offset by a valuation reserve due to the
uncertainty that this asset will be realized in the future.
  Fair
Value of Financial Instruments
  The
carrying value of the Company's accounts payable approximates fair value because
of the short-term maturity of these instruments.
 
 Earnings
or Loss Per Share
  The
Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share, which
requires disclosure on the financial statements of "basic" and "diluted"
earnings (loss) per share. Basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the year. Diluted earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding plus common stock equivalents (if dilutive) related to stock options
and warrants for each year.
  There
were no dilutive financial instruments for the years ended 31 December 2007 or
2006.
 
 23
 Table of Contets
 
 
 WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
December 2007 and 2006
 
 4.
                  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
  Deferred
Offering Costs
  The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed.  At the time of the
completion of the offering, the costs are charged against the capital
raised.  Should the offering be terminated, deferred offering costs
are charged to operations during the period in which the offering is
terminated.
  Revenue
Recognition
  The
Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No.
104, Revenue
Recognition ("SAB 104").  SAB 104 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred or services have been
rendered; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured.
  The
Company currently has one revenue stream which is providing information
technology consulting services.  These revenues are recognized on
completion of the services rendered.  The customers are billed on
completion and are due on receipt.
  Recent
Accounting Pronouncements
  In June
2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income
Taxes, which is an interpretation of SFAS No. 109, Accounting for Income Taxes.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with SFAS 109 and prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return.  FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition.  FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company is currently evaluating the
effect that the adoption of FIN 48 may have on its financial position or results
of operations.
  In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 is effective in fiscal years beginning after 15
November 2007.  The Company is currently reviewing the impact, if any,
the new pronouncement will have on its financial
statements.
 
 
 24
 Table of Contets




WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
December 2007 and 2006
 
 4.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
  Recent
Accounting Pronouncements
 
 In
September 2006, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin (“SAB”) No. 108, incorporated into the SEC Rules and
Regulations as Section N to Topic 1, Financial Statements, which
provides guidance concerning the effects of prior year misstatements in
quantifying current year misstatements for the purpose of materiality
assessments. Specifically, entities must consider the effects of prior year
unadjusted misstatements when determining whether a current year misstatement
will be considered material to the financial statements at the current reporting
period and record the adjustment, if deemed material. SAB No. 108 provides a
dual approach in order to quantify errors under the following methods: (1) a
roll-over method which quantifies the amount by which the current year income
statement is misstated, and (2) the “iron curtain” method which quantifies a
cumulative error by which the current year balance sheet is misstated. Entities
may be required to record errors that occurred in prior years even if those
errors were insignificant to the financial statements during the year in which
the errors arose. SAB No. 108 became effective as of the beginning of the fiscal
year ending after November 15, 2006. Upon adoption, entities may either restate
the financial statements for each period presented or record the cumulative
effect of the error correction as an adjustment to the opening balance of
retained earnings at the beginning of the period of adoption, and provide
disclosure of each individual error being corrected within the cumulative
adjustment, stating when and how each error arose and the fact that the error
was previously considered immaterial. This authoritative guidance had no impact
on the Company's financial position, results of operations and cash
flows.
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities — Including an Amendment of FASB Statement No.
115. This pronouncement permits entities to use the fair value method to
measure certain financial assets and liabilities by electing an irrevocable
option to use the fair value method at specified election dates. After election
of the option, subsequent changes in fair value would result in the recognition
of unrealized gains or losses as period costs during the period the change
occurred. SFAS No. 159 becomes effective as of the beginning of the first fiscal
year that begins after November 15, 2007, with early adoption permitted.
However, entities may not retroactively apply the provisions of SFAS No. 159 to
fiscal years preceding the date of adoption. The
 Company
is currently evaluating the impact that SFAS No. 159 may have on its financial
position, results of operations and cash flows.
 
 In
December 2007, the FASB issued SFAS No. 141 (R) Business Combinations. SFAS
141R establishes principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree. SFAS 141R also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of the Company’s fiscal year beginning after 15
December 2008. Management believes the adoption of this pronouncement will not
have a material impact on the Company's consolidated financial
statements.


25
 Table of Contets




WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
December 2007 and 2006
  
 5.
              CAPITAL
      STOCK
 
 Authorized
 160,000,000
common shares, par value $0.001per
share
 
 2007                       
2006
 Issued
 14,925,000
common
stock                                                                     $
14,925   $14,925
 
 Holders
of common stock are entitled to one vote for each share held. There are no
restrictions that limit the Company's ability to pay dividends on its common
stock. The Company has not declared any dividends since
incorporation.
 
 On 7
November 2005, the Company issued 12,000,000 shares of common stock to the CEO
for cash paid on incorporation expenses.
  During
November and December 2005, the Company issued an additional 1,600,000 shares of
common stock to various individuals for cash proceeds of $16,000 or $0.01 per
share.
  In
January 2006, the Company cancelled 10,000 shares of common stock and proceeds
of $100 were refunded.
  In
January 2006, the Company issued 1,125,000 shares of common stock to various
individuals for cash proceeds of $11,250.
  On 2 July
2006, the Company issued 200,000 shares of common stock for consulting services
rendered to two individuals. The shares have been valued at the fair market
value of the services received by the Company of $6,000 and are reported in the
Statement of Operations under consultants and subcontracting. The fair value of
services received is the amount that these individuals have billed to the
Company which is based on hourly rates that these individuals normally charge in
providing similar services.


26
 Table of Contets




WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
December 2007 and 2006
  6.    
INCOME TAXES
  Company
accounts for income taxes in accordance with SFAS No. 109. SFAS No. 109
prescribes the use of the liability method whereby deferred tax asset and
liability account balances are determined based on differences between the
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates. The effects of future changes in tax laws or rates
are not anticipated.
  Under
SFAS No. 109 income taxes are recognized for the following: a) amount of tax
payable for the current year and b) deferred tax liabilities and assets for
future tax consequences of events that have been recognized differently in the
financial statements than for tax purposes.
  As at 31
December 2007, there were no differences between financial reporting and tax
bases of assets and liabilities. The Company will have tax losses available to
be applied against future years' income as result of the losses incurred.
However, due to the losses incurred in the period and expected future operating
results, management determined that it is more likely than not that the deferred
tax asset resulting from the tax losses available for carryforward will not be
realized through the reduction of future income tax payments. Accordingly a 100%
valuation allowance has been recorded for deferred income tax
assets.
  7.    
SUPPLEMENTAL CASH FLOW INFORMATION
 
 During
the year ended 31 December 2007 and since inception, there was no interest or
taxes paid by the Company.
  8.RELATED PARTY TRANSACTIONS
  On
November 7, 2005, we issued a total of 12,000,000 shares worth $120,000 to Irwin
Rapoport for services rendered as our founder with respect to the incorporation
and set-up of Wellentech.  Such shares wwere issued in reliance on an
exemption from registration under Section 4(2) of the Securities Act of
1933.  Mr. Rapoport is deemed our founder and promoter.
  On June
6, 2006, we issued 100,000 shares to Jim Beatty for services as a
director.  Such shares were issued in reliance on an exemption from
registration under Section 4(2) of the Securitiess Act of 1933.
  The
office space for Wellentech is provided by our CEO at no cost to
us.  Oour executive offices are located at 7415 Sherbrooke St. West,
#1 Montreal, Quebec.  We believe that this space is adequate to
operate our current business.


27
 Table of Contets




Item
8.   Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
  None.
  Item
8A.Controls and
Procedures
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
  Management’s Report on
Internal Controls over Financial Reporting
 
 Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the year ended
December 31, 2007 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
  The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
 
 Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of December
31, 2007.
  Item 8B.   Other
Information
  None.
  PART
III
  Item 9.Directors,
Executive Officers, Promoters and Control Persons, Compliance with Section 16(a)
of the Exchange Act
  Directors and
Officers
 
 Our
executive officers and directors and their respective ages are as
follows:
 
 Name
                             Age                 
Position
 Irwin
Rapoport                44                   President/CEO/Director
 Jim
Beatty                        63                   
Director
 
 There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other person.
 
 Set forth
below is the names of our directors and officer, all positions and offices with
the Company held, the period during which he has served as such, and the
business experience during at least the last five years:
 
  28
 Table of Contets
  Irwin Rapoport, President
and Chairman:
 
 Irwin
Rapoport was appointed as our President, Chief Executive Officer, Chief
Financial officer and a member of the Board of Directors as of November 7, 2005.
Mr. Rapoport brings several years of experience in journalism and writing. For
the past 10 years, Mr. Rapoport has been an independent writer and has
covered a variety of subjects for various publications and newspapers, with a
focus on construction, architecture and business affairs.  His
publications have appeared with the most frequency in The Suburban (2001-2003), and
The Daily Commercial News and
Construction Record (2003 -) In addition to journalism, Mr.
Rapoport  provides editorial comment for and public relations for
various organizations, including the English Montreal School Board. Wellentech
will be Mr. Rapoport’s first venture in the product and services
industry.
 
 Jim Beatty,
Director:
 
 Jim
Beatty was appointed to our Board of Directors on May 30, 2006. He founded
Trinity Capital Corporation in 1982 and Trinity Capital Securities Limited in
1988. Trinity Capital is an independent Merchant Bank located in Toronto,
focusing on providing growth capital to small and medium sized companies in
Southern Ontario. Providing capital along with other key elements such as
management enhancement, strategic planning and implementation, and responsible
corporate governance are Trinity’s areas of expertise which allow organizations
to grow.
  Mr.
Beatty has over thirty years experience in the investment industry and for the
past twenty plus years has focused on the financing and development of small and
medium sized enterprises. Mr. Beatty has sat on over 30 public company boards in
both Canada and the United States. For many of these companies he has chaired
the Audit Committee or the Compensation Committee, since general administration
for companies is his area of expertise.. Since 1997, Mr. Beatty is currently has
acted as a director for Iatra Life Sciences Corporation In., a Canadian company
dedicated to the acquisition, development and commercialization of promising and
unique diagnostic, medical and health-related technologies throughout the world.
Since 2001 Mr. Beatty has acted as a director for Genetic Diagnostics, which
licenses and continues to further develop a revolutionary diagnostic platform
that it intends to commercialize in Canada and the United States.
  Wellentech
will represent Mr. Beatty’s only involvement with a company that designs and
installs systems for data, voice, video and telecom.
 
 Term of
Office
 
 Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board
  Our
officer and director has not filed any bankruptcy petition, been convicted of or
been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
 
 Certain Legal
Proceedings
  No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
 
 Compliance with Section 16a
of the Exchange Act
 
 Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2007.
 
 Code of
Ethics
  We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer.  This Code of Ethics is filed herewith as an
exhibit.
   29
 Table of Contets
 
  ITEM
10.  EXECUTIVE COMPENSATION
  Compensation of Executive
Officers
 
 The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007 and 2006 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
  SUMMARY
COMPENSATION TABLE
 Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Stock
      Awards
                ($)
              
              Option
      Awards
                ($)
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              All
      Other Compensation
                ($)
              
              
              Totals
                ($)Irwin
      Rapoport
              2006
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0President,
      Chief Executive Officer and Director
              2007
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0)
              
              
              $
              0
  Term of
Office
 
 Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
 
 Our
officer and director has not filed any bankruptcy petition, been convicted of or
been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
 
 Certain Legal
Proceedings
  No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
  Option Grants Table. There
were no individual grants of stock options to purchase our common stock made to
the executive officer named in the Summary Compensation Table from January 1,
2007 through December 31, 2007.  Warrants were granted to the
executive officer in 2006, however the same have been returned to the
corporation unexercised, and have been terminated.
  Aggregated Option Exercises and
Fiscal Year-End Option Value Table. There were no stock options exercised
during period ending December 31, 2007, by the executive officer named in the
Summary Compensation Table.
 
 Long-Term Incentive Plan (“LTIP”)
Awards Table.There were no awards made to a named executive officer in
the last completed fiscal year under any LTIP.
 30
 Table of Contets
   Employment
Agreement
 
 None.
  Compensation
Directors
 
 DIRECTOR
      COMPENSATIONName
                Year
                FeesEarned
      or
                  Paid
      inCash
                  ($)
                Stock
                  Awards
                  ($)
                Option
                  Awards
                  ($)
                Non-Equity
                  Incentive
                  Plan
                  Compensation
                  ($)
                Change
      inPension
                  Value
      andNonqualified
                  DeferredCompensation
                  Earnings
                  ($)
                All
                  Other
                  Compensation
                  ($)
                Total
                  ($)Jim
      Beatty,
                  Chairman
      of the Board of Directors (1)
                2007
 
 (1)
Although Jim Beatty has not received any compensation in conjunction with his
service as Chairman of the Company’s Board of Directors on June 15, 2006, we
issued 100,000 shares to Jim Beatty for consulting services rendered to
us.  These shares were issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of 1933.
  ITEM
11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
  The
following table sets forth the number and percentage of shares of our common
stock owned as of December 31, 2007 by all persons (i) known to us who own
more than 5% of the outstanding number of such shares, (ii) by our director, and
(iii) by our sole officer and director as a group. Unless otherwise indicated,
each of the stockholders has sole voting and investment power with respect to
the shares beneficially owned.
  Title
      of Class
                Name
      and Address
                  of
      Beneficial Owner
                Amount
      and Nature
                  of
      Beneficial Owner
                Percent
                  of
      Class (1)Common
      Stock
                Irwin
      Rapoport
                  7415
      Sherbrooke St. West, #1
                  Montreal,
      Quebec, Canada H4B 1S2
                12,000,000
                80.40%Common
      Stock
                Jim
      Beatty
                  7415
      Sherbrooke St. West, #1
                  Montreal,
      Quebec, Canada H4B 1S2
                100,000
                0.67%Common
      Stock
                All
      executive officers
                  and
      directors as a group
                12,100,000
                81.07%
  (1)
              The
      percent of class is based 14,925,000 shares of our common stock issued and
      outstanding as of December 31,
2007.
 
 Changes in
Control
  There are
no arrangements which may result in a change in control of us
  ITEM 12.   Certain Relationships and Related
Transactions.
 
 No
disclosure necessary.
  ITEM 13.   Exhibits and Reports on Form
8K.
 
 a)           Exhibits
  3.1
                (i)  Articles
      of Incorporation
                (1)3.2
                (ii)  Bylaws.
                (1)14.1
                Code
      of Ethics16.1
                Letter
      re: change in certifying accountant.
                (2)31.1
                Rule
      13a-14(a)/15d-14(a) Certifications(i)  Certification
      of Irwin Rapoport32.2
                Certification Pursuant
      To The Sarbanes-Oxley Act 18 U.S.C. Section 1350 AsAdopted
      Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
      2002(i)  Certification
      of Irwin Rapoport
   (1)           filed
as an exhibit to the Form SB-2 filed with the SEC on January 26,
2007
 (2)           These
items have been previously filed
 
 b)           Reports
on Form 8-K
 
 Form 8-K
Filed on October 29, 2007 reporting change of name of the company’s accounting
firm.
 
 
 31
 Table of Contets
 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Audit
Fees
 
 The
aggregate fees billed for professional services rendered by the Company’s
principal accountant for the audit of the Company’s annual financial statements
for the fiscal years ended December 31, 2007 and 2006 were $13,000 and $8,340
respectively.
  Audit
Related Fees
 The
Company incurred no fees during the last two fiscal years for assurance and
related services by the Company’s principal accountant that were reasonably
related to the performance of the audit of the Company’s financial
statements.
 
 Tax
Fees
 The
Company incurred no fees during the last two fiscal years for professional
services rendered by the Company’s principal accountant for tax compliance, tax
advice and tax planning.
 
 All
Other Fees
 The
Company incurred no other fees during the last two fiscal years ended December
31, 2007 and 2006.
  Audit and Non-Audit Service
Pre-Approval Policy
 
 In
accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated thereunder, the Audit Committee has adopted an
informal approval policy that it believes will result in an effective and
efficient procedure to pre-approve services performed by the independent
registered public accounting firm.
  Audit Services.Audit services
include the annual financial statement audit (including quarterly reviews) and
other procedures required to be performed by the independent registered public
accounting firm to be able to form an opinion on our financial statements. The
Audit Committee pre-approves specified annual audit services engagement terms
and fees and other specified audit fees. All other audit services must be
specifically pre-approved by the Audit Committee. The Audit Committee monitors
the audit services engagement and may approve, if necessary, any changes in
terms, conditions and fees resulting from changes in audit scope or other
items.
 
  32
 Table of Contets
  Audit-Related Services.Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements which historically have been provided to us by the independent
registered public accounting firm and are consistent with the SEC’s rules on
auditor independence. The Audit Committee pre-approves specified audit-related
services within pre-approved fee levels. All other audit-related services must
be pre-approved by the Audit Committee.
 
 Tax Services.The Audit
Committee pre-approves specified tax services that the Audit Committee believes
would not impair the independence of the independent registered public
accounting firm and that are consistent with SEC rules and guidance. The Audit
Committee must specifically approve all other tax services.
 
 All Other Services.Other
services are services provided by the independent registered public accounting
firm that do not fall within the established audit, audit-related and tax
services categories. The Audit Committee pre-approves specified other services
that do not fall within any of the specified prohibited categories of
services.
  Procedures.All proposals for
services to be provided by the independent registered public accounting firm,
which must include a detailed description of the services to be rendered and the
amount of corresponding fees, are submitted to the Chairman of the Audit
Committee and the Chief Financial Officer. The Chief Financial Officer
authorizes services that have been pre-approved by the Audit Committee. If there
is any question as to whether a proposed service fits within a pre-approved
service, the Audit Committee chair is consulted for a determination. The Chief
Financial Officer submits requests or applications to provide services that have
not been pre-approved by the Audit Committee, which must include an affirmation
by the Chief Financial Officer and the independent registered public accounting
firm that the request or application is consistent with the SEC’s rules on
auditor independence, to the Audit Committee (or its Chair or any of its other
members pursuant to delegated authority) for approval.
  SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
EXCHANGE ACT BY NON-REPORTING ISSUERS
 
 No
disclosure necessary.
 
  SIGNATURES
  In
accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
  WELLENTECH SERVICES, INC.
 Registrant
  Date:      March31,
2008
 
 By:
              /s/
      Irwin
      Rapoport
  Irwin
      Rapoport
 President,
      Chief Executive Officer,
 Chief
      Financial Officer
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  Name
              Title
              Date/s/ Irwin
      Rapoport
                Irwin
      Rapoport
              Chief
      Executive Officer
              March
      31, 2008
 33