U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 AMENDMENT
NO. 1 TOFORM 10-Q
 
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended March 31,
2008
 
 o
              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 May 15, 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  oNo  x
 
 
  
 
  TABLE
OF CONTENTS
 
 
 PART I
FINANCIAL INFORMATION
 
 Item
      1.
              Financial
      StatementsItem
      2.
              Management’s
      Discussion and Analysis of Financial ConditionItem
      3
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Control
      and Procedures
 
 PART
II-- OTHER INFORMATION
 
 Item
      1
              Legal
      ProceedingsItem
      2.
              Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
              Defaults
      Upon Senior SecuritiesItem
      4.
              Submission
      of Matters to a Vote of Security HoldersItem
      5.
              Other
      InformationItem
      6.
              Exhibits
      and Reports on Form 8-K
 
  
 
  
 WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
  BALANCE
SHEETS
  31
      March 2008
                (Unaudited)
              
              
              31
      December 2008
                (Audited)ASSETSCurrent
      AssetsCash
              
              $
              -
              
              
              $
              -Other
      AssetsDeferred
      offering costs
              
              
              34,678
              
              
              
              34,678Total Assets
              
              $
              34,678
              
              
              $
              34,678LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
              
              $
              31,414
              
              
              $
              24,277Total
      Liabilities
              
              
              31,414
              
              
              
              24,277Stockholders'
      EquityCommon
      stock
              
              
              14,925
              
              
              
              14,925Additional
      paid-in capital
              
              
              64,831
              
              
              
              58,830Deficit
      accumulated during the development stage
              
              
              (76,492
              )
              
              
              (63,355
              )Total Stockholders' Equity
              
              
              3,264
              
              
              
              10,400Total
      Liabilities and Stockholders' Equity
              
              $
              34,678
              
              
              $
              34,678
 
  
 The
accompanying notes are an integral part to these financial
statements.
 
 
 1
 
 WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
  STATEMENTS
OF OPERATIONS
  (Unaudited)
 
 Three
      Months Ended 31 March 2008
              
              
              Three
      Months Ended 31 March 2007
              
              
              For
      The Period From Inception to 31 March 2008REVENUE
              
              $
              -
              
              
              $
              -
              
              
              $
              16,280EXPENSESProfessional fees
              
              
              7,137
              
              
              
              4,045
              
              
              
              30,203Services
      contributed by shareholder
              
              
              6,000
              
              
              
              6,000
              
              
              
              42,000Loss on foreign exchange
              
              
              -
              
              
              
              -
              
              
              
              82Consulting
      and sub-contracting
              
              
              -
              
              
              
              -
              
              
              
              20,200Bank charges
              
              
              -
              
              
              
              -
              
              
              
              28713,137
              
              
              
              10,045
              
              
              
              92,772NET LOSS
              
              $
              (13,137
              )
              
              $
              (10,045
              )
              
              $
              (49,850
              )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
              
              
              
              14,925,000
  
 The
accompanying notes are an integral part to these financial
statements.
 
 
 2
  WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
  STATEMENTS
OF CASH FLOWS
  (Unaudited)
  Three
      Months Ended 31 March 2008
              
              
              Three
      Months Ended 31 March 2007
              
              
              For
      The Period From Inception to 31 March 2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss
              
              $
              (13,137
              )
              
              $
              (10,045
              )
              
              $
              (76,492
              )Adjustment to reconcile net loss to net cash provided by operating
      activities:Services
      contributed by shareholder
              
              
              6,000
              
              
              
              6,000
              
              
              
              40,320Common
      stock issued for services
              
              
              -
              
              
              
              -
              
              
              
              6,000Changes
      in operating assets and liabilities:Accounts receivable
              
              
              -
              
              
              
              -
              
              
              
              -Taxes
      payable
              
              
              -
              
              
              
              -
              
              
              
              -Accounts
      payable and accrued liabilities
              
              
              7,137
              
              
              
              3,449
              
              
              
              31,415NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
              
              
              -
              
              
              
              (596
              )
              
              
              1,243CASH FLOWS FROM FINANCING ACTIVITIESStockholder contributions
              
              
              -
              
              
              
              696
              
              
              
              6,085Deferred offering costs
              
              
              -
              
              
              
              (10,000
              )
              
              
              (34,278
              )Common shares issued for cash
              
              
              -
              
              
              
              -
              
              
              
              27,350CASH FLOWS USED IN FINANCING ACTIVITIES
              
              
              -
              
              
              
              (9,304
              )
              
              
              (1,243
              )NET DECREASE IN CASH
              
              
              -
              
              
              
              (9,900
              )
              
              
              -CASH, BEGINNING OF PERIOD
              
              
              -
              
              
              
              11,044
              
              
              
              -CASH, END OF PERIOD
              
              $
              -
              
              
              $
              1,144
              
              
              $
              -
   The
accompanying notes are an integral part to these financial
statements.
 
 
 3
  WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
March 2008
   1.
              ORGANIZATION
      AND NATURE OF BUSINESS
  Wellentech
Services, Inc. (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 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.
   4
  
 WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
March 2008
  4.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  Unaudited
Interim Financial Statements
  The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the requirements of item 310 (b)
of Regulation S-B.  Accordingly, certain information and disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission.  The financial statements reflect all adjustments
(consisting only of normal recurring adjustments), which, in the opinion of
management, are necessary for a fair presentation of the results for the periods
presented.  There have been no significant changes of accounting
policy since 31 December 2007. The results from operations for the interim
periods are not indicative of the results expected for the full fiscal year or
any future period.  These financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's Annual Report to stockholders on Form 10-KSB for the fiscal year
ended December 31, 2007, as filed with the Securities and Exchange
Commission.
  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 March
2008, 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.
  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.
  
 5
  WELLENTECH
SERVICES INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 31
March 2008
  4.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
  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.
  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.
 
 
 6
  Item 2:Management’s
Discussion and Analysis of Plan of Operation
  The following discussion and analysis
should be read in conjunction with our Financial Statements and notes appearing
elsewhere in this report.  The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements.  Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this report. Our
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting
Principles.
 
 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.
 
 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.
   7
  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.
   8
   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.
 
 Employees
 
 Presently
our two officers are contributing their services without payment and certain
consultants have accepted shares for services.
   9
  
 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 OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
 
 The
Company did not generate any revenues for the three months ended March 31, 2008
and for the three months ended March 31, 2007.
 
 Services
contributed by shareholder remained the same with $6,000 for the three months
ended March 31, 2008, as compared to the three months ended March 31, 2007.
Professional fees include legal and accounting fees and filing fees for the
SB-2. Professional fees increased to $7,137 for the three months ended March 31,
2008 as compared to the three months ended March 31, 2007 which were
$4,045.
 
 Net loss
for the three months ended March 31, 2008 was $13,137.  Net loss for
the three months ended March 31, 2007 was $10,045.  The increase in
loss was primarily due to the increase in Professional fees.
 Loss per
share was $0.00 for the period ended March 31, 2008, and a loss of $0.00 per
share for the period ended March 31, 2007.
 
 There
were no gain on foreign exchange, consulting and contracting, or bank charges
expenses for the three months ended March 31, 2008 and the three months ended
March 31, 2007.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 As of
March 31, 2008, we had a working capital deficiency of $31,414, which
represented a working capital decrease of $7,137 as compared to the working
capital deficiency position of $24,277 as of December 31, 2008. The decrease is
mainly due to the increase of our accounts payable. We did not raise any cash
from issuance of common stock.
 
 There
were no cash flows used in operating activities for the three month period ended
March 31, 2008.  Cash flows used in operating activities for the three
month period ended March 31, 2007 was $596.
 There
were no cash flows used in financing activities for the three month period ended
March 31, 2008. Cash flows provided by financing activities for the three month
period ended March 31, 2007 was $9,304, consisting primarily of payment of
$10,000 for preparation of the SB-2, offset by proceeds from stockholder
contributions of $696.
 
 GOING
CONCERN
 
 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.
 
 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 March 31, 2008, a deferred tax asset (which arises solely as a
result of net operating losses), has been entirely offset by a valuation reserve
due the uncertainty that this asset will be realized in the future.
   10
  
 CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
 
 Our most
critical accounting policies, which are those that require significant judgment,
include: income taxes and revenue recognition. In-depth descriptions of these
can be found in our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007 (the “2007 Form 10-KSB”). There have been no material changes
in our existing accounting policies from the disclosures included in our 2007
Form 10-KSB.
 
 OFF-BALANCE
SHEET ARRANGEMENTS
 
 We do not
have any off-balance sheet guarantees, interest rate swap transactions or
foreign currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.
  Item
3.    Quantitative and Qualitative Disclosures about Market
Risks
 
 We
conduct our business in United States dollars. Our market risk is limited to the
United States domestic, economic and regulatory factors.
 
 Item
4T. Controls and Procedures
  Evaluation of Disclosure
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
 
 There
were no changes in internal control over financial reporting that occurred
during the fiscal period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
   11
  PART
II – OTHER INFORMATION
  Item
1.   Legal Proceedings.
  The
Company is currently not a party to any pending legal proceedings and no such
action towards the Company has been threatened.
  Item
2.    Changes in Securities.
  None
  Item
3.   Defaults Upon Senior Securities.
  None
  Item
4.    Submission of Matters to a Vote of Security
Holders.
  No matter
was submitted during the period ending, March 31, 2008, covered by this report
to a vote of the Company’s shareholders, through the solicitation of proxies or
otherwise.
  Item
5.   Other Information
  None
  Item
6. Exhibits and Reports on Form 8-K
  (A)      Exhibits
  31.1
              Certification
      Pursuant to 18 U.S.C Section 1350, As adopted pursuant to Section 302 of
      the Sabanes-Oxley Act of 200232.1
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002
   12
  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.RegistrantDate:
      June 2 , 2008
              By:
      /s/ Irwin
      RapoportIrwin
      RapoportPresident,
      Chief Executive Officer,
                Principal
      Accounting Officerand Director
  
 13