UNITED
      STATES


Securities
      and Exchange Commission


Washington,
      D.C. 20549





Form
      10-KSB





(Mark
      One)


x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      fiscal year ended December 31, 2007





OR





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





For
      the
      transition period from _____________ to ________________.





Commission
      File Number 000-50494




QNECTIVE,
      INC.


(Name
      of
      small business issuer in its charter)





Nevada
            
            57-1094726(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation)
            
            Identification
                Numberor
                Organization)





c/o
      Qporter (Switzerland) AG


Thurgauerstrasse
      54, CH-8050, Zurich, Switzerland


(Address
      of principal executive offices)





Issuer
      telephone number: +41-44-307-5020




Securities
      registered under Section 12(b) of the Exchange Act: None


Securities
      registered under Section 12(g) of the Act: Common Stock, $0.001 par
      value.




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  o




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





YES
o   NO x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB.





YES
o   NO x





Indicate
      by check mark whether the registrant is a shell company (as defined in rule
      12b-2 of the Exchange Act)





YES
o  NO x





State
      issuer's revenues for its most recent fiscal year: $0.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and ask price of such common equity, as of May 14,
      2008: $102,960,000





The
      number of shares of Common Stock, $.001 par value, outstanding on May 5, 2008
      is
      59,000,000.





Documents
      Incorporated by Reference: None





Transitional
      Small Business Disclosure Format





YES o  NO x









**QNECTIVE,
      INC.**


**Annual
      Report on Form 10-KSB**


**FOR
      THE FISCAL YEAR ENDED**


**DECEMBER
      31, 2007**





**INDEX
      TO REPORT ON FORM 10-KSB**


**Page****PART
                  I**Item
                  1.
              Description
                  of Business
              3Item
                  2.
              Description
                  of Property
              22Item
                  3.
              Legal
                  Proceedings
              22Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              22**PART
                  II**Item
                  5.
              Market
                  for Common Equity, Related Stockholder Matters, and Small Business
                  Issuer
                  Purchases of Equity Securities
              23Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              24Item
                  7.
              Financial
                  Statements
              30Item
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              31Item
                  8A(T).
              Controls
                  and Procedures
              31Item
                  8B.
              Other
                  information
              32**PART
                  III**Item
                  9.
              Directors,
                  Executive Officers, Promoters, Control Persons, and Corporate Governance;
                  Compliance with Section 16(a) of the Exchange Act
              33Item
                  10.
              Executive
                  Compensation
              37Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholders Matters
              38Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              39Item
                  13.
              Exhibits
              39Item
                  14.
              Principal
                  Accountant Fees and Services
              40




2




Part
      I





We
      have
      made forward-looking statements which relate to future events or our future
      financial performance. In some cases, you can identify forward-looking
      statements by words such as "may", "should", "expects", "plans", "anticipates",
      "believes", "estimates", "predicts", "potential" or "continue" or the negative
      of these words or other comparable terms. Forward-looking statements involve
      risks and uncertainties that may cause our actual results or performance to
      be
      materially different from those expressed in or implied by the forward-looking
      statements. These uncertainties include, among others, our need to raise
      additional financing; risks related to current and future research and
      development; risks related to customer acceptance of our products; risks related
      to competition in the telecommunications field; our history of losses; absence
      of trading in our shares of stock; general market conditions; and the risks
      in
      the section entitled "Risk Factors" that may cause our historical and actual
      results, level of activity and performance to be materially different from
      future results, level of activity, or performance as expressed in or implied
      by
      these forward-looking statements.





Except
      as
      may be required by applicable law, we do not undertake or intend to update
      or
      revise our forward-looking statements, and we assume no obligation to update
      any
      forward-looking statement as a result of new information or future events or
      developments.





Qnective,
      Inc.'s sole asset is its equity interest in a 50%-owned subsidiary, Qporter,
      Inc. For accounting purposes, Qnective's interest in its 50%-owned subsidiary
      is
      accounted for as a joint venture using the equity method of accounting as
      discussed in Note 5 to the financial statements included in this Form 10-KSB.





**Item
      1. Description of Business**





**Business
      Development**





Qnective,
      formerly known as Sotech Inc. (“Qnective” or the “Company”) was incorporated in
      Nevada on February 2, 2005, to operate an internet website offering comparison
      shopping. In February 2007, our Board of Directors determined that the
      comparison shopping business would not be successful and sought other business
      opportunities **,** and
      has
      transitioned from a comparison shopping business to a new telecommunications
      business specializing in the design, development, and distribution of
      telecommunications software and services.




3




As
      part
      of our transition strategy, we entered into a letter agreement dated January
      2,
      2007, with MobilMedia Holdings AG (“MobilMedia”), a Swiss company, to establish
      a joint venture to develop and commercialize MobilMedia’s XMS (extended message
      service), a wireless mobile technology.





On
      February 12, 2007, our Company, MobilMedia, and a Nevada corporation formed
      on
      January 24, 2007, Qporter, Inc. ("Qporter"), entered into a shareholders'
      agreement (the “Shareholders' Agreement”). Pursuant to the terms of the
      Shareholders' Agreement MobilMedia transferred to QPorter certain technology
      for
      a converged communication platform that integrates messenger and VoIP (voice
      over internet protocol) with a number of features allowing users to use mobile
      devices or desktop computers to communicate. In exchange for the transfer of
      technology, MobilMedia received a cash payment of $625,000 from Qporter and
      50%
      of the outstanding common shares of Qporter. Also pursuant to the terms of
      the
      Shareholders’ Agreement, we received 50% of the outstanding common shares
      of Qporter in exchange for an agreement to invest $2,500,000 in Qporter.
      Qnective has fulfilled its investment obligation by providing equity
      financing of $ 1,250,000 and debt financing of $1,250,000.





Under
      the
      terms of the Shareholders' Agreement, Qnective has the sole and exclusive option
      to purchase, free of all encumbrances, all of the shares of Qporter owned by
      MobilMedia in exchange for 65% of the issued and outstanding shares of Qnective
      subject to adjustment to account for dilution as a result of the sale by
      Qnective of shares of Qnective in order to raise funds to be invested in
      Qnective. The option to purchase has not yet been exercised by Qnective.





On
      February 20, 2007, our Board of Directors authorized a 16.5 to 1 forward stock
      split to shareholders of record on March 5, 2007, increasing the issued and
      outstanding shares of our Company from 3,500,000 to 57,750,000. Our Company
      is
      authorized to issue up to 75,000,000 shares of common stock.





On
      February 28, 2007 our shareholders approved an amendment to our Articles of
      Incorporation to change the name of our Company from Sotech Inc. to Qnective,
      Inc., which was evidenced by filing a certificate of amendment with the State
      of
      Nevada.




4




On
      March
      8, 2007 we changed our trading symbol from “SOHN” to “QNTV”. Our shares of
      common stock are traded on the OTCBB.





On
      October 29, 2007, Mr. Oswald Ortiz was appointed director, Chief Executive
      Officer and President, and Mr. Joe Hicks, the sole director and President
      resigned.





On
      November 15, 2007, Mrs. Francoise Lanter became Chief Financial Officer,
      Secretary and Treasurer, and a director, and Mr. Tan Siekmann became Chief
      Technology Officer and a director.





Qporter
      is currently beta testing the VoIP telecommunications software, and we are
      seeking customers for its products and services. Qporter is in the development
      stage and has generated no revenues.





Information
      about our Company is available on our websites at www.qnective.com and www.qporter.com .
      The
      information on, or accessible through, our website is not part of this
      Form 10-KSB.





Business





**Products
      and Services**





Qporter
      has begun to beta test market high-quality Voice-over Internet Protocol (“VoIP”)
      and messaging services to mobile telephone users. We have branded the VoIP
      for
      mobile telephone services as QtalkTM, Qtalk BusinessTM, Qtalk SecureTM and our
      messenger services for mobile telephones as QmessengerTM.





QtalkTM
is
      a versatile consumer high-quality VoIP service that has been developed for
      mobile and desktop users. QtalkTM is a pure software solution for complete secure
      mobile communication that uses package-oriented networks such as GPRS, 3G (UMTS)
      or WiFi for the transmission of voice information. For a flat fee users have
      access to a suite of full duplex VoIP services for mobile communications. If
      both parties use Qtalk, whether nationally or internationally, the same flat
      communication rate applies. The only costs are for data usage. QTalk is
      downloaded and installed directly to the mobile phone enabling the user to
      add
      and use the software without having to change handset or provider. A user can
      keep its existing phone number and there are no set up or installation
      fees.




5




Qtalk
      BusinessTM is the “light” version of our high-encryption VoIP product for mobile
      communications. It is designed for professionals who seek a VoIP solution which
      is both secure and cost effective. Through static encryption Qtalk Business
      offers a slightly limited but still safe version of mobile telephony providing
      a
      solution for businesses and professionals seeking a certain level of security
      while offering faster speed and cost advantages. Data transferred is charged
      by
      volume instead of time which can lead to considerable cost savings for users
      of
      flat-rate data accounts. International and national calls are charged through
      one fixed rate. Qtalk Business is downloaded and installed directly to the
      mobile phone enabling the user to add and use the software without having to
      change handset or provider. A user can keep its existing phone number and there
      are no set up or installation fees.





Qtalk
      SecureTM is an encrypted VoIP product designed for professionals who seek the
      highest level of security to protect their mobile communications from
      interception using the strongest encryption possible, AES 256 bit. Dynamic
      encryption means that the encryption key changes with every information exchange
      and is never the same making it tap-proof and non-decipherable.





QmessengerTM
      is a sophisticated software communications tool for instant messaging, “push to
      talk” capability, VoIP and exchange of multimedia files, voice clips and
      pictures, all in one free software product. Consumers and businesses (B2B and
      B2C) can use Qmessenger to communicate from a desktop PC or on the road via
      mobile phone. Qmessenger is ISP independent and compatible with many Symbian
      OS®
or Windows® Mobile based mobile devices. Qmessenger supports transmission of
      text, photos, video, sound and files, and records sound samples with a
      walkie-talkie feature. Users can communicate simultaneously with any number
      of
      users.




6




**Distribution**





Qporter
      is currently beta-testing its services with approximately 50 to 60 subscribers
      in Europe. We and Qporter intend to distribute Qporter's products and services
      through direct and indirect channels to consumers and businesses. For indirect
      channels, we contemplate entering into agreements with various resellers in
      a
      variety of geographic areas. Our initial target geographic areas are Europe,
      and
      North and South America. We are currently in preliminary discussions with
      potential resellers and direct business customers.





Qporter
      plans to provide its products and services to customers for a monthly fixed
      fee
      adjusted for the services used by the customers.




**Competition**





We
      expect
      to compete, at some point, with the following groups:


·
            Voice
                traffic services providers


·
            Wireless
                instant messaging services
                providers


·
            Social
                networks providers


·
            Traditional
                telecommunications companies





The
      global telecommunication business is characterized by cross-border competition
      and strategic investors and a strong focus on the mobile sector. Key market
      players, such as Vodafone, Verizon and others are active around the globe,
      due
      to the emerging convergence between telephony and IT. Companies with no mobile
      licenses and new entrants into the mobile market with licenses, that do not
      have
      existing infrastructure, are also potential competitors.





We
      expect
      to compete in two areas: mobile voice services and messenger services. The
      market players can be split into two main categories: emerging telecom service
      providers and established carriers. The implementation of new technology (no
      large global roll-out of infrastructure required) enables the emerging players
      to position their products globally, while most of the classic telecom service
      providers are limited to their national markets with alliances and roaming
      contracts around the globe. We believe there are few global
      players.




7




Currently
      the companies in the VoIP for mobile and messenger for mobile market are
      characterized by:





1.
            Concentration
                on web activities


2.
            No
                aggressive market entry (no marketing efforts, missing media
                presence)


3.
            Not
                an end consumer product but more likely a product for limited
                use


4.
            Available
                for limited bandwidth





A
      multitude of VoIP software solutions emerged during the last few years. In
      general, the products offer VoIP services from mobile handheld devices. Mainly
      they target to enter and work the regular consumer market. All products on
      the
      market at present offer mobile VoIP services that are attached to the platforms
      of landline VoIP service sellers.





*Mobile
      VoIP Services*





We
      do not
      believe that any of the following competing products provide a solution for
      2.5G
      networks comparable to the solution provided by Qtalk. 2.5G is a stepping stone
      between 2G and 3G cellular wireless technologies. The term "second and a half
      generation" is used to describe 2G-systems that have implemented a packet
      switched domain in addition to the circuit switched domain. For example, GPRS
      is
      a 2.5G technology.





Truphone
      is a service provider that offers a VoIP solution for Nokia handheld devices.
      Skype is well known for its desktop telephony software. Fring offers a
      combination of instant messaging tool and telephony option. JahJah offers
      web-based telephony. The web-application triggers a two-way call back
      functionality, allowing the user to have certain calls for free (on JahJah
      net,
      which means that both parties are part of the network), while others have to
      be
      paid. EQO is a tool that offers a combination of instant messenger and telephony
      software.





Instant
      Messaging (IM)





We
      believe that most messenger services currently on the market are based on
      proprietary (stand alone) networks and focused mainly on desktop PC users.
      The
      basic services (text chat) offered have been extended with further services,
      such as online games, expressions of emotions through different channels and
      voice services.




8




The
      major
      competitors of Qporter’s Qmessenger in the instant messaging sector
      are:





·
            MSN


·
            Qeep


·
            ICQ


·
            Bing





MSN
      messenger (Windows Live messenger) is a desktop messenger available for Windows
      and Mac computers. The user can send text messages, files and play online games
      against a counterpart. MSN messenger offers a solution for mobile users,
      available for certain mobile devices.





Qeep
      offers a mobile messenger which is targeted towards a youth clientele. The
      main
      functionalities are sending text messages, pictures and playing games. It is
      meant to be a mobile community which also offers a cost-saving alternative
      to
      SMS.





ICQ
      used
      to be the standard instant messenger due to its early appearance on the market.





Bing
      is a
      meta-messenger offered for mobile phone. The user is able to access his accounts
      (MSN, ICQ, Googletalk etc.) and to chat on his mobile.





**Competitive
      advantage**





Our
      primary competitive advantage is derived from the Qporter
      technology:





·
            The
                proprietary****software****enables
                the implementation of high quality VoIP for
                GSM


·
            The
                converged services platform****with
                state-of-the-art services based on Web 2.0 and 3-D Web technologies


·
            High
                quality service at very low cost




9




**Personnel**





Neither
      Qnective nor Qporter had any employees at December 31, 2007. We engage
      independent contractors on an as-needed basis. Qporter's wholly owned
      subsidiaries in Switzerland and Poland collectively employ a total 20 people
      as
      of March 31, 2008; 15 full-time and 5 part-time. Among these employees, 10
      are
      employed in technology development and 3 in sales and marketing.





**Government
      Regulation**





To
      date,
      government regulations have not materially restricted the use or expansion
      of
      the internet. However, the legal and regulatory framework for the internet
      is
      uncertain and may change. New laws may cover issues that include:


·
            sales
                and other taxes;


·
            user
                privacy;


·
            pricing
                controls;


·
            characteristics
                and quality of products and services;


·
            consumer
                protection;


·
            libel
                and defamation;


·
            copyright,
                trademark and patent infringement; and


·
            other
                claims based on the nature and content of Internet materials.


These
      new
      laws could impact our ability to market and sell the Qnective community
      messaging environment in accordance with our business plan.





We
      intend
      to target only liberalized non-monopolistic telecommunications markets which
      provide access to their channels on a non-discriminating basis. Markets which
      block proxies, ip addresses, data and voice channels or where tower and radio
      operators must provide internet access will be avoided.





**Intellectual
      Property**





Our
      business is dependent on Qporter’s proprietary software developed and protected
      by trade secrets for the converged communication platform which integrates
      messenger and VoIP. We have taken action to protect our "brand" names as
      trademarks. We do not hold any patents related to the operations of our
      business.




10




**Environmental**




We
      are
      not aware of any environmental laws that will be applicable to the operation
      of
      our business.




11




**Risk
      Factors**




**We
      have no revenues and we are not profitable, and if we continue to lose money
      and
      do not achieve profitability, we may be unable to continue our business. There
      is substantial doubt about our ability to continue as a going
      concern.**




We
      have
      incurred losses since our inception. We incurred net losses of $1,587,680 for
      the year ended December 31, 2007, and net losses of $1,663,934 since our
      inception in February 2005. We expect to incur significant operating expenses
      over the next year in connection with the continued development and expansion
      of
      our business. Our expenses include product development and marketing expenses
      relating to products that will not be introduced and will not generate revenue
      until later periods, if at all. We expect we will continue to experience losses
      and negative cash flow, some of which could be significant. Results of
      operations will depend upon numerous factors, some of which are beyond our
      control, including market acceptance of our products, new product introductions
      and competition. We incur substantial losses due to our joint venture in
      Qporter.




Because
      of our history of losses and our current financial condition, the report of
      our
      Independent Registered Public Accounting Firm includes an explanatory paragraph
      referring to substantial doubt about our ability to continue as a going concern.
      Our financial statements do not include any adjustments that might result from
      the outcome of this substantial doubt, as discussed in Note 2 to our
      financial statements for the year ended December 31, 2007.




**We
      are a development stage company with a limited operating history, which makes
      an
      investment in our Company speculative.**




We
      are a development stage company that seeks to take advantage of Qporter's
      proprietary technology for the design, development, and distribution of
      communication software to enable mobile telephone users and subscribers to
      communicate via VoIP at low cost. We have experienced losses from
      our development stage operations, which have involved developing and
      testing our communication technology and commencement of the marketing, sales,
      and distribution portions of our business. We anticipate losses until we are
      able to create a sustainable subscriber base. Our Company has little meaningful
      historical financial or other information available upon which you can base
      your
      evaluation of our business and prospects. The revenue and income potential
      of
      our business is unproven. As a result, you should consider our business and
      prospects in light of our lack of operating history and the challenges that
      we
      will face as a development stage company seeking to market and sell
      our services. If we are not able to develop our business, we will not be able
      to
      achieve our goals and could suffer economic loss, in which case you could lose
      your entire investment.




12




**We
      have a history of losses and may not operate profitability in the
      future.**




We
      have
      incurred losses since our inception as we have invested heavily in the
      development and marketing of Qporter's VoIP products and services. We anticipate
      our net losses and negative cash flow will continue until we are able to create
      a sustainable subscriber base. As of December 31, 2007, our accumulated deficit
      since inception was ($1,663,934). We believe that our planned growth and
      profitability will depend in large part on our ability to market our technology
      and services and gain enough clients to reach critical mass. Accordingly, we
      intend to invest heavily in marketing, strategic partnerships and development
      of
      our client base. If we are not successful in expanding our client base, it
      will
      have a material adverse effect on our financial condition and our ability to
      continue to operate our business.




**If
      we are unsuccessful in raising additional capital in the future, we may be
      unable to continue to operate.**




To
      date,
      we have had negative cash flows from operations and have been dependent on
      sales
      of our equity securities and debt financing to meet our cash requirements.
      We
      believe we currently do not have adequate cash resources to fund anticipated
      cash requirements through December 31, 2008. Based on our business plan we
      expect to need additional funding from external sources of approximately
      $4,000,000. Our ability to continue our operations and market and sell our
      services will depend on our ability to raise additional financing or generate
      sufficient revenues; and, if we are unable to obtain such financing or generate
      sufficient revenues, we will not be able to develop our business. Any additional
      equity financing may be dilutive to shareholders, and debt financing, if
      available, will increase expenses and may involve restrictive covenants. We
      will
      be required to raise additional capital on terms which are uncertain, especially
      under the current capital market conditions. Under these circumstances, if
      we
      are unable to obtain capital or are required to raise it on undesirable terms,
      it may have a material adverse effect on our financial condition, which could
      require us to:




·
            Curtail
                our operations significantly


·
            Sell
                significant assets


·
            Seek
                arrangements with strategic partners or other parties that may require
                us
                to relinquish rights to products, technologies or markets,
                or


·
            Explore
                other strategic alternatives, including a merger or
                sale.





**Our
      operating results are subject to fluctuations caused by many factors that could
      cause us to fail to achieve our revenue or profitably expectations, which in
      turn could cause our stock price to decline.**




Our
      operating results can vary significantly depending upon a number of factors,
      many of which are outside our control. Factors that may affect our operating
      results include:




·
            Market
                acceptance of, and changes in demand for, our products and
                services;


·
            Gain
                or loss of clients or strategic
                relationships;


·
            Announcement
                or introduction of new services and products by us or by our
                competitors;


·
            Our
                ability to build brand recognition;


·
            Price
                competition;


·
            Our
                ability to upgrade and develop systems and infrastructure to accommodate
                growth;


·
            Our
                ability to attract and integrate new personnel in a timely and effective
                manner;


·
            General
                economic conditions, including economic conditions specific to the
                mobile
                and telecommunications industry;
                and


·
            Our
                ability to update our systems and technology to adapt to the rapid
                evolution of mobile communication
                technology.




13




**Our
      services have never been sold on a mass market commercial basis, and we do
      not
      know whether they will be accepted by the market.**




VoIP
      services for mobile communications are at a relatively early stage of
      development and the extent to which such services will be widely adopted is
      uncertain. If Qporter's services are not accepted by the market, our business
      plans, prospects, results of operations and financial condition will
      suffer.




**We
      depend on already existing infrastructure.**




Our
      business model is dependent on already available mobile telecommunications
      and
      internet technology to deliver VoIP solutions to customers. While it is
      anticipated that the quality of the infrastructure will continue to evolve
      and
      enhance customers’ experiences, there is no guarantee that the current
      infrastructure will continually be improved to improve quality. Should the
      infrastructure not continually evolve, there is a risk that customers will
      not
      enjoy the quality of the service which could impact on our ability to generate
      revenues.




**Our
      success depends upon broad market acceptance of VoIP.**




We
      anticipate a substantial portion of our revenue will be derived directly from
      or
      dependent upon our customers utilizing VoIP. Other revenues may be generated
      that are related to mobile communications and not simply VoIP such as call
      termination fees. The market for VoIP products and services is relatively new
      and characterized by rapid technological change, evolving industry standards
      and
      strong customer demand for new products, applications, and services. As is
      typical of a new and rapidly evolving industry, the demand for, and market
      acceptance of, recently introduced VoIP products and services is highly
      uncertain. We can provide no assurances that the use of VoIP telecommunications
      will become widespread. The commercial acceptance of VoIP products and services
      may be affected by a number of factors including:




·
            Quality
                of infrastructure;


·
            Adoption
                of software or other technology;


·
            Inconsistent
                quality of service;


·
            Poor
                voice quality over VoIP networks;
                and


·
            Lack
                of availability of cost-effective data network
                access.




14




If
      the
      market for VoIP fails to develop, develops more slowly than we anticipate,
      or if
      VoIP products and services fail to achieve market acceptance, our business
      will
      be adversely affected.




**Our
      international operations which we plan to expand will subject us to additional
      risks that may adversely affect our operating results due to increased
      costs.**




Our
      principal office is maintained within the offices of Qporter and located in
      Zurich, Switzerland. Pursuit of international opportunities may require us
      to
      make significant investments, particularly marketing and servicing expenses,
      before returns on such investments, if any, are realized. International
      operations are subject to a number of risks and potential costs,
      including:




·
            Unexpected
                changes in regulatory requirements and telecommunications
                standards;


·
            Tariffs
                and other trade barriers;


·
            Risk
                of loss in currency exchange
                transactions;


·
            Exchange
                controls and other currency
                restrictions;


·
            Difficulty
                in collecting receivables;


·
            Difficulty
                in staffing and managing foreign
                operations;


·
            The
                need to customize marketing and
                products;


·
            Inadequate
                protection of intellectual
                property;


·
            Adverse
                tax consequences; and


·
            Political
                and economic instability





Any
      of
      these factors could prevent us from increasing our revenue and otherwise
      adversely affect our operating results. We may not be able to overcome some
      of
      these barriers and may incur significant costs in addressing
      others.




**If
      we lose key personnel we may not be able to achieve our
      objectives.**




We
      are
      dependent on the continued efforts of our senior management team, including
      our
      Chairman and Chief Executive Officer, Mr. Oswald Ortiz, our Chief Financial
      Officer, Mrs. Francoise Lanter, and our Chief Technology Officer, Mr. Tan
      Siekmann. If for any reason, these or other key members of management do not
      continue to be active in management, then our business, financial condition,
      or
      results of operations could be adversely affected. We cannot provide any
      assurances that we will be able to retain our senior executives or other
      personnel necessary for the maintenance and development of our business.




15




**Qporter
      may not be able to hire and retain highly skilled technical employees, which
      could affect our ability to compete effectively and could adversely affect
      our
      operating results.**




Qporter
      depends on highly skilled technical personnel for research and development.
      To
      succeed, it must hire and retain employees, independent contractors, or
      consultants who are highly skilled in rapidly changing communications
      technologies. In particular, as we implement our strategy of focusing on
      advanced technology solutions we or Qporter will need to:




·
            Hire
                more employees, independent contractors or consultants with experience
                developing and providing advanced technology products and
                services;


·
            Retrain
                Qporter's future personnel to sell and support the advanced
                technology solutions that we intend to market in the future;
                and


·
            Retain
                personnel to maintain and support our
                services.





Individuals
      who can perform the services we need to provide for our products and services
      are scarce. Because of the intense competition for qualified employees in our
      industry, hiring and retaining qualified employees is both time-consuming and
      expensive. We may not be able to hire enough qualified personnel to meet our
      needs as our business grows or to retain the employees we currently have. Our
      inability to hire and retain the individuals that we need could hinder our
      ability to sell our existing products, systems, software or services or to
      develop and sell new ones. If we are not able to attract and retain qualified
      employees, we will not be able to successfully implement our business plan
      and
      our business will be harmed.




**We
      may make acquisitions, which if proven unsuccessful, could negatively affect
      our
      future profitability and growth.**




We
      believe the mobile communication industry and the telecommunication industry
      will provide our company with partnership opportunities and acquisition
      opportunities that provide strategic advantages for our company to further
      expand and grow our business. We may not be able to identify, acquire or
      profitably manage additional businesses that we may invest in or acquire without
      substantial costs, delays or other problems. In addition, acquisitions may
      involve a number of special risks, including:




16




·
            Diversion
                of management’s attention;


·
            Failure
                to retain key acquired personnel;
                and


·
            Risks
                associated with unanticipated events, circumstances or legal
                liabilities.





In
      addition, if the acquired businesses have operating losses or negative operating
      cash flow, our ability to achieve positive cash flow and profitability, as
      well
      as our liquidity, could be adversely affected. Some or all of these risks could
      adversely affect our operations and financial performance. For example, client
      satisfaction or performance problems at a single acquired business could
      adversely affect our reputation and financial results. Further, any businesses
      acquired in the future may not achieve anticipated revenues and earnings and
      therefore negatively impact our financial position, results of operations and
      cash flows.




**We
      may face intense competition that could adversely affect our ability to generate
      revenues and profitability.**




The
      demand for Qporter's products and services is expected to reflect dynamic growth
      over the next several years. We expect the demand will result in intense
      competition to provide these products and services. If we are not able to
      successfully execute our strategy, our business may be materially and adversely
      affected.




The
      mobile and telecommunications industries are both highly competitive and
      continually evolving as technology changes and market participants distinguish
      themselves and compete for a larger share of the mobile and telecommunications
      industry. We believe our main source of competition is the fixed line telephone
      companies and established wireless providers.




Some
      of
      our competitors are well established and have significantly greater resources
      than we do.




17




**If
      we are unable to protect our intellectual property rights, our business may
      be
      harmed.**




Although
      we and Qporter attempt to protect our intellectual property through trademarks,
      trade secrets, copyrights, confidentiality, and non-disclosure agreements and
      other measures, intellectual property is difficult to protect and these measures
      may not provide adequate protection. Competitors may misappropriate our
      intellectual property, disputes as to ownership of intellectual property may
      arise, and our intellectual property may otherwise become known or independently
      developed by competitors. The failure to protect our intellectual property
      could
      seriously harm our business. If we and Qporter do not obtain sufficient
      international protection for our intellectual property, our competitiveness
      in
      international markets could be significantly impaired, which would limit our
      growth and future revenue.




**Failure
      to protect our proprietary technology and intellectual property rights would
      seriously impact our competitiveness and any litigation to protect such
      intellectual property would be time consuming and costly.**




Our
      success and ability to compete depends on Qporter's proprietary technology.
      The
      validity and scope of claims relating to VoIP technology patents involve complex
      scientific, legal, and factual considerations and analysis; and, therefore,
      may
      be uncertain. We could be subject to patent infringement or violation of other
      intellectual property claims, the defense of which can be costly and
      time-consuming. Further, an adverse decision could subject the Company to
      significant liability to third parties, require us to seek licenses from third
      parties which may not be available on reasonable terms, require us to redesign
      our services, or subject us to limitations on the marketing and sale of our
      services.




18




**We
      may be found to infringe on third-party intellectual property rights.**




Third
      parties may in the future assert claims or initiate litigation related to their
      patent, copyright, trademark and other intellectual property rights in
      technology that is important to us. The asserted claims or litigation could
      include claims against us or our suppliers alleging infringement of intellectual
      property rights with respect to our products or components of those products.
      Regardless of the merits of the claims, they could be time-consuming, result
      in
      costly litigation and diversion of technical and management personnel, or
      require us to develop a non-infringing technology or enter into license
      agreements. There can be no assurance that licenses will be available on
      acceptable terms, if at all. Furthermore, because of the potential for high
      court awards, which are not necessarily predictable, it is not unusual to find
      even arguably unmeritorious claims resulting in large settlements. If any
      infringement or other intellectual property claim made against us by any third
      party is successful, or if we fail to develop non-infringing technology or
      license the proprietary rights on commercially reasonable terms and conditions,
      our business, operating results and financial condition could be materially
      adversely affected.




**All
      of our assets and all of our directors and officers are outside the United
      States, therefore, it may be difficult for investors to enforce within the
      United States any judgments obtained against the Company or any of its officers
      or directors.**




Although
      we are organized under the laws of the State of Nevada, our principal business
      office is located in Zurich, Switzerland. It may be difficult for investors
      to
      enforce judgments against the Company or its officers and directors obtained
      in
      the United States in any action, including actions based upon the civil
      liability provisions of the U.S.'s federal securities laws.




In
      addition, all of our directors and officers reside outside the United States,
      therefore, it may not be possible for investors to effect service of process
      within the United States upon such persons or to enforce against the Company
      or
      its officers and directors judgments predicated upon the liability provisions
      of
      the U.S. securities laws. In addition, all of our assets are located outside
      of
      the United States making it potentially difficult to enforce U.S. bankruptcy
      proceedings against the Company. Under U.S. bankruptcy laws, courts typically
      have jurisdiction over a debtor's property where ever located, including
      property located in other countries. Courts outside the United States may not
      recognize a U.S. Bankruptcy Court's jurisdiction.




19




**We
      may be vulnerable to efforts of telephone companies lobbying to protect their
      revenue streams and from competition from such telephone
      companies.**




Telephone
      companies could lobby for change in the relevant legislation in their markets
      to
      protect their current revenue streams. Any adverse changes to the regulations
      and policies of the mobile and telecommunications industries could deter
      end-user purchasers of VoIP services. Any changes to government regulation
      of
      telecommunications companies that favor telephone companies could reduce our
      competitiveness and cause a significant reduction in demand for our products.




**We
      may have difficulty managing growth.**




Our
      development has required, and is expected to continue to require, the full
      utilization of our management, financial and other resources, which to date
      has
      had limited working capital. Managing our growth will depend upon our ability
      to
      improve and expand our operations, including our financial and management
      information systems, and to recruit, train and manage executive staff and
      employees. We may not be able to efficiently scale our operations, and this
      failure to manage effectively growth may have a materially adverse effect on
      our
      operating results and financial condition.




We
      may
      not be able to attract, retain or integrate key personnel which may prevent
      us
      from successfully operating our business. Our success will depend upon the
      continued service of key management personnel. The loss of services of any
      of
      the key members of our management team or our failure to attract and retain
      other key personnel could disrupt operations and have a negative effect on
      employee productivity and morale and harm our financial results. We operate
      in a
      market that is intensely and increasingly competitive, and if we are unable
      to
      compete successfully, our revenue could decline and we may be unable to gain
      market share.




**We
      may lose certain tax attributes as a result of our acquisition
      program.**




At
      December 31, 2007, Qnective had available a federal net operating loss (“NOL”)
      carry-forwards
      of approximately $105,772 .
      Under
      Section 382 of the Internal Revenue Code of 1986, as amended, the use of prior
      losses, including NOL’s, is limited if a corporation undergoes an “ownership
      change”. Future issuances of equity interests by us may result in an ownership
      change that is large enough for this limitation to apply. If the limitation
      applies, we may be unable to use a material portion of our available NOL
      carry-forwards to reduce future taxable income.




20




**We
      currently have no customers.**




Our
      failure to obtain customers and create a sustainable subscriber base will have
      a
      material adverse effect on our financial condition and our ability to continue
      to operate our business.




**Costs
      of compliance with Sarbanes-Oxley Act of 2002 and the related SEC regulations
      may harm our results of operations.**




The
      Sarbanes-Oxley Act of 2002 requires heightened financial disclosure and
      corporate governance for all public companies. Although costs of compliance
      with
      the Sarbanes-Oxley Act are uncertain due to several factors, we expect that
      our
      general and administrative expenses will increase. Failure to comply with the
      Sarbanes-Oxley Act, Securities and Exchange Commission ("SEC") regulations
      or
      OTCBB listing requirements, if need be, may result in penalties, fines, or
      delisting of our securities from the OTCBB, which could limit our ability to
      access the capital markets, having a negative impact on our financial condition
      and results of operations.




**Our
      board of directors does not have an independent member nor does it have an
      established audit committee or independent financial expert on its
      board.**




Our
      board
      of directors is comprised of the company's management and officers. As a result,
      our executive officers and directors are able to exercise significant influence
      over our company, including but not limited to, any board approvals for the
      election of our directors; and, indirectly, the selection of our senior
      management, new securities issuances, mergers and acquisitions, and any
      amendments to our bylaws or articles of incorporation. When voting on such
      matters our stockholders' interests may conflict with that of the company's
      board of directors.




21




Registrant
      Information




We
      file
      annual, quarterly and special reports and other information with the Securities
      and Exchange Commission (“SEC”) that can be inspected and copied at the public
      reference facility maintained by the SEC at 100 F. Street N.E., Room 1580,
      Washington, D.C. 20549-0405. Information regarding the public reference
      facilities may be obtained from the SEC by telephone at 1-800-SEC-0330. The
      Company’s filings are also available through the SEC’s Electronic Data Gathering
      Analysis and Retrieval System which is publicly available through the SEC’s
      website ( www.sec.gov ).
      Copies
      of such materials may also be obtained by mail from the public reference section
      of the SEC at 100 F Street N.E., Room 1580, Washington, D.C. 20549-0405 at
      prescribed rates. In addition, all of our SEC filings and Press Releases can
      be
      accessed through our website ( www.qnective.com ).





**ITEM
      2.**  **Description
      of Property**





We
      maintain offices within the offices of Qporter (Switzerland) at
      Thurgauerstrasse 54, CH-8050 Zurich, Switzerland. The property is approximately
      455 square meters and is rented on a month-to-month basis by Qporter
      (Switzerland) for a monthly rental of $11,831. The Company pays no
      rent.





**ITEM
      3.**  **Legal
      Proceedings**





We
      are
      not party to, nor are we aware of any legal proceedings against us nor are
      we
      aware of any threatened or pending legal proceedings.





**ITEM
      4.**  **Submission
      of Matters to a Vote of Security Holders**





None.




22




**PART
      II**




**ITEM
      5.**  **Market
      for Common Equity, Related Shareholder Matters and Small Business Issuer
      Purchases of Equity Securities**





Our
      common stock is traded on the OTC Bulletin Board under the trading symbol
“QNTV”. From August 7, 2006, to March 7, 2007, our common stock traded under the
      symbol “SOHN”. The following table sets forth the quarterly high and low bid
      prices for our common stock during our last two fiscal years, as reported by
      a
      Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The
      quotations reflect inter-dealer prices, without retail mark-up, markdown or
      commission, and may not necessarily represent actual transactions.





Fiscal
                2006
            
            Fiscal
                2007High
            
            Low
            
            High
            
            Low1st
                Quarter
            
            
            -
            
            
            -
            
            $
            0.00
            
            $
            0.002nd
                Quarter
            
            
            -
            
            
            -
            
            $
            4.01
            
            $
            4.003rd
                Quarter
            
            $
            0.00
            
            $
            0.00
            
            $
            3.96
            
            $
            4.004th
                Quarter
            
            $
            0.00
            
            $
            0.00
            
            $
            3.96
            
            $
            4.00





**Holders
      of Common Stock**


As
      of May
      5, 2008, there were two holders of record. This does not reflect those shares
      held in "street" name. As of May 5, 2008, the last high and low bid price for
      the common stock on the OTC Bulletin Board was H$4.02 - L$3.96.





**Dividends**


It
      is our
      present policy not to pay cash dividends and to retain future earnings to
      support our growth. We do not anticipate paying any cash dividends in the
      foreseeable future.





**Securities
      Authorized for Issuance under Equity Compensation Plans**





None.




23




**Recent
      Sales of Unregistered Securities**


On
      March
      13, 2007, we sold an aggregate of 625,000 shares of common stock to an offshore
      investor at an issue price of $2.00 per share for total proceeds of $1,250,000.
      We issued the shares in reliance upon Regulation S and Section 4(2) of the
      Securities Act of 1933 in an offshore transaction to a non-U.S. person (as
      that
      term is defined in Regulation S of the Securities Act of 1933).





On
      July
      7, 2007, we sold an aggregate of 625,000 shares of common stock to an offshore
      investor at an issue price of $2.00 per share for total proceeds of $1,250,000.
      We issued the shares in reliance upon Regulation S and Section 4(2) of the
      Securities Act of 1933 in an offshore transaction to a non-U.S. person (as
      that
      term is defined in Regulation S of the Securities Act of 1933).





**ITEM
        6.****Management’s
        Discussion And Analysis Or Plan Of Operation**


Overview




You
      should read the following discussion of our financial condition and results
      of
      operations together with the audited financial statements and the notes thereto
      included in this Annual Report on Form 10-KSB. This discussion contains
      forward-looking statements that reflect our plans, estimates and beliefs. Our
      actual results may differ materially from those anticipated in these
      forward-looking statements.




We
      and
      Qporter are engaged in the business of researching, designing,
      developing, and marketing telecommunications services and software.




As
      part
      of our transition strategy from a comparison shopping company to a
      telecommunications services business, we entered into a letter agreement dated
      January 2, 2007, with MobilMedia to establish a joint venture to develop and
      commercialize MobilMedia's XMS (extended message service), a wireless mobile
      technology.




24




On
      February 12, 2007, our Company, MobilMedia, and Qporter entered into the
      Shareholders' Agreement. Pursuant to the terms of the Shareholders' Agreement
      MobilMedia transferred to Qporter certain technology for a converged
      communication platform that integrates messenger and VoIP (voice over internet
      protocol) with a number of features allowing users to use mobile devices or
      desktop computers to communicate. In exchange for the transfer of technology
      MobilMedia received a cash payment of $625,000 from Qporter and fifty (50%)
      percent of the outstanding common shares of Qporter. Also pursuant to the terms
      of the Shareholders' Agreement the Company received fifty (50%) percent of
      the
      outstanding common shares of Qporter in exchange for an agreement to invest
      $2,500,000 in Qporter. Qnective has fulfilled its investment obligation by
      providing equity financing of $1,250,000 and debt financing of
      $1,250,000. Under the terms of the Shareholders' Agreement, Qnective has
      the sole and exclusive option to purchase, free of all encumbrances, all of
      the
      shares of Qporter owned by MobilMedia in exchange for 65% of the issued and
      outstanding shares of Qnective subject to adjustment to account for dilution
      as
      a result of the sale by Qnective of shares of Qnective in order to raise funds
      to be invested in the Company. The option to purchase has not yet been exercised
      by Qnective.




**Plan
      of Operation**




We
      currently anticipate we can satisfy our cash requirements for the next three
      months. We anticipate we will need to raise additional funds of at least
      $4,000,000 to meet our cash requirements for the next 12 months for research
      and
      development, marketing, and consulting fees.




*Research
      and Development*




Our
      plan
      of operation for the next 12 months involves our continued research and
      development of Qporter's products and services.




*Marketing
      and Sales*




During
      this period, we also intend to continue our marketing and sales efforts to
      create a subscriber base for Qporter's products and services.




*Purchase
      or Sale of Plant and Equipment*




We
      do not
      anticipate any significant purchase or sale of plant and equipment during the
      next 12 months.




We
      anticipate that we will not need to hire any additional employees. ****




25




Material
      Trends and Uncertainties




Periodic
      changes occur in our Company’s industry and business making it reasonably likely
      that aspects of our future operating results could be materially different
      from
      our historical operating results. Sometimes these matters have not occurred,
      but
      their existence is sufficient to raise doubt regarding the likelihood that
      historical operating results are an accurate gauge of future performance. Our
      Company attempts to identify and describe these trends, events, and
      uncertainties to assist stockholders in assessing the likely future performance
      of our Company. Stockholders should understand that these matters typically
      are
      new, sometimes unforeseen, and often are fluid in nature. Moreover, the matters
      described below are not the only issues that may result in variances between
      past and future performance nor are they necessarily the only material trends,
      events, and uncertainties that will affect our Company. As a result,
      stockholders are encouraged to use this and other information to judge for
      themselves the likelihood that past performance will be indicative of future
      performance.




The
      trends, events, and uncertainties set out in the remainder of this section
      have
      been identified by our Company as those we believe are reasonably likely to
      materially affect the comparison of historical operating results reported herein
      to either past period results or to future operating results.




We
      think
      that our ability to develop our products and then to market and successfully
      penetrate important markets in Europe, the Americas and Asia is reasonably
      likely to have a material impact on our short-term or long-term
      liquidity.




We
      also
      believe that the rollout of mobile data networks by the operators of these
      networks is reasonably expected to have a material impact on our net sales
      or
      revenues or income from continuing operations, if any.




**RESULTS
      OF OPERATIONS - COMPARISON OF FISCAL YEARS ENDED DECEMBER 31, 2007 AND
      2006**




Results
      from discontinued operations




On
      February 1, 2007, we decided to cease our plan to operate an internet website
      offering comparison shopping and therefore accounted for transactions that
      occurred prior to that date as discontinued operations. The net loss from
      discontinued operations for the period from the date of inception to February
      1,
      2007 was ($76,254) as discussed in Note 12 to the Financial Statements included
      in this Annual Report on Form 10-KSB.




Net
      Loss




Our
      Company’s net loss for the year ended December 31, 2007, was ($1,587,680), as
      compared to a net loss of ($72,240) for the year ended December 31, 2006. The
      increase in net loss during the year ended December 31, 2007, was the result
      of
      no revenue, our transition from our discounted operations as an internet
      comparison shopping business to a telecommunications business and an equity
      loss
      from the investment in Qporter of $1,558,162 as discussed in Note 5 of the
      Notes
      to the Financial Statements included in this Annual Report on Form
      10-KSB.




26




Operating
      Expenses




Operating
      expenses for the year ended December 31, 2007, were $29,518, which represents
      an increase from operating expenses of $0 for the year ended December 31,
      2006. General and administrative expenses constitute the components of our
      Company’s operating expenses.




Other
      Income (Expense)




Other
      income (expense) increased to ($1,558,162) for the year ended December 31,
      2007,
      as compared to $0 for the year ended December 31, 2006. The increase in other
      income (expense) was attributable to an equity loss due to the Company’s
      investment in Qporter.




Liquidity
      and Capital Resources




Our
      Company’s principal cash requirements for the year ended December 31, 2007, were
      for investments in Qporter. As of December 31, 2007, our Company had negative
      working capital of ($285,752 )
      as
      compared with negative working capital of ($6,254) as of December 31, 2006.
      The
      cash and cash equivalents of our Company were $0 as at December 31, 2007, as
      compared to $0 as of December 31, 2006.




The
      ability of our Company to meet our financial commitments is primarily dependent
      upon the continued issuance of equity, debt financing and our ability to
      achieve and maintain profitable operations. Our Company received additional
      capital of $2,500,000 between March 13, 2007, and July 7, 2007, in connection
      with issuance of shares of common stock and capital of $750,000 between December
      24, 2007, and February 20, 2008 in connection with loans. The loan of $500,000
      was received subsequent to year end.




Management
      believes that our Company's cash and cash equivalents, cash provided by
      operating activities, and the cash received from the loans will not be
      sufficient to meet our working capital requirements for the next twelve
      months.  Based on our business plan, we expect to obtain cash from internal
      sources of $0 and need additional funding from external sources of approximately
      $4,000,000. If we are unable to obtain such financing from external sources
      or revenues, the Company will not be able to continue as a going
      concern.




Due
      to
      the current financial situation and the history of losses the report of our
      Independent Registered Public Accounting Firm includes an explanatory paragraph
      referring to substantial doubt about our ability to continue as a going concern
      as discussed in Note 2 to our financial statements for the year ended
      December 31, 2007.




Management’s
          plans to improve its financial condition are as follows:
  ·
                Roll-out
                    of its products and services;
 ·
                Developing
                    a partnership arrangement with a telecommunications company that
                    can
                    expedite the roll-out;
 ·
                Seek
                    equity financing to help fund our growth strategies;
                    and
 ·
                Acquisition
                    of strategic companies that can help the Company achieve its
                    critical mass
                    of subscribers.
  There
          can
          be no assurance that our planned activities will be successful or that
          we will
          ultimately attain profitability. Our long-term viability depends on our
          ability
          to grow the Qnective business to fund the continuation of our business
          operations. We may use our common stock as payment for services of various
          consultants in order to help advance our business plan.
 
 The
          Company does not have any significant available credit, bank financing
          or other
          external sources of liquidity. Due to historical operating losses, the
          Company’s
          operations have not been a source of liquidity and the Company has satisfied
          its
          cash requirements through loans and issuance of shares of common stock.
          There is
          no assurance that the Company will be able to secure additional financing
          or
          that it can be secured at rates acceptable to the Company. In addition,
          should
          the Company be required to either issue stock for services or to secure
          equity
          funding, due to the lack of liquidity in the market for the Company’s stock such
          financing would result in significant dilution to its existing
          shareholders.


27




Operating
      Activities




Operating
      activities used net cash of $10,624 for the year ended December 31, 2007, as
      compared to $69,986 used in operating activities for the year ended December
      31,
      2006. The net cash used in operating activities was mainly attributable to
      general and administrative expenses.  The variation between 2007 and 2006
      is due to our transition from an internet comparison shopping business
      to a new telecommunications business.




Investing
      Activities




Net
      cash used in investing activities was $2,749,980 for the year ended
      December 31, 2007, as compared to $0 used in investing activities for the year
      ended December 31, 2006.  The increase in investing activities was largely
      due to the investment in Qporter.




Financing
      Activities




Net
      cash
      provided by financing activities increased to $2,760,604 for the year ended
      December 31, 2007, as compared to financing activities which provided cash
      of $0
      for the year ended December 31, 2006.




The
      cash
      received in 2007 was mainly the result of proceeds from loans and issuance
      of
      shares of common stock.




Off-Balance
      Sheet Arrangements




Our
      Company has no outstanding derivative financial instruments, interest rate
      swap
      transactions or foreign currency contracts. Our Company does not engage in
      trading activities involving non-exchange traded contracts.




**Critical
      Accounting Policies**




We
      believe that of the significant accounting policies used in the preparation
      of
      our financial statements as discussed in Note 3 to the Financial Statements,
      the
      following are critical accounting policies, which may involve a higher degree
      of
      judgment, complexity and estimates.




28


Income
        Taxes
  We
        account for income taxes under the asset and liability method, whereby deferred
        tax assets and liabilities are recognized for the future tax consequences
        attributable to differences between the financial statement carrying amounts
        of
        existing assets and liabilities and their respective tax bases. Deferred
        tax
        assets and liabilities are measured using enacted tax rates expected to apply
        in
        the years in which those temporary differences are expected to be recovered
        or
        settled. The effect on deferred tax assets and liabilities of a change in
        tax
        rates is recognized in income in the period that includes the enactment date.
        We
        evaluate the need to establish a valuation allowance for deferred tax assets
        based on the amount of existing temporary differences, the period in which
        they
        are expected to be recovered and expected levels of taxable income. A valuation
        allowance to reduce deferred tax assets is established when it is “more likely
        than not” that some or all of the deferred tax assets will not be realized. As
        of December 31, 2007, the valuation allowance fully offsets the value of
        deferred tax assets on our balance sheet.
  We
        expect
        to continue to maintain a full valuation allowance on future tax benefits
        until
        an appropriate level of profitability is sustained, or we are able to develop
        tax strategies that would enable us to conclude that it is more likely than
        not
        that a portion of our deferred tax assets would be realizable.
  Accounting
        for the Joint Venture
  Our
        joint
        venture is accounted for using the equity method of accounting. This method
        requires some estimates with respect to amounts at which to record noncash
        capital contributions received from joint venture owners.




**Significant
      Customers**





For
      the
      twelve months ended December 31, 2007, and December 31, 2006, the Company had
      no
      customers.




29




Contractual
      Obligations




The
      Company’s
      only contractual obligations at December 31, 2007, was the repayment of
      stockholder loans as discussed in Note 7 of the Notes to the Financial
      Statements included in this Annual Report on Form 10-KSB.





**Recent
      Accounting Pronouncements**




In
        December 2007, the FASB issued SFAS No. 141(R), *“* Business
        Combinations.” SFAS 141(R) requires all business combinations completed
        after the effective date to be accounted for by applying the acquisition
        method
        (previously referred to as the purchase method). Companies applying this
        method
        will have to identify the acquirer, determine the acquisition date and purchase
        price and recognize at their acquisition date fair values the identifiable
        assets acquired, liabilities
        assumed, and any noncontrolling interests in the acquiree. In the case of
        a
        bargain purchase the acquirer is required to reevaluate the measurements
        of the
        recognized assets and liabilities at the acquisition date and recognize a
        gain
        on that date if an excess remains. SFAS 141(R) becomes effective for fiscal
        periods beginning after December 15, 2008. The Company is currently
        evaluating the impact of SFAS 141(R).
  In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS
        No. 157 defines fair value, establishes a framework for measuring fair
        value in accordance with generally accepted accounting principles, and expands
        disclosures about fair value instruments. This statement does not require
        any
        new fair value measurements; rather, it applies under other accounting
        pronouncements that require or permit fair value measurements. The provisions
        of
        this statement are to be applied prospectively as of the beginning of the
        fiscal
        year in which this statement is initially applied, with any transition
        adjustment recognized as a cumulative effect adjustment to the opening balance
        of retained earnings. The provisions of SFAS No. 157 are effective for
        fiscal years beginning after November 15, 2007. The Company does not expect
        SFAS 157 to have an impact.
  In
        February 2008, the FASB issued Staff Position (FSP) FAS 157-2, *Effective
        Date of FASB Statement No. 157* ,
        which
        defers the implementation for non-recurring financial assets and liabilities
        from fiscal years beginning after November 15 , 2007 to fiscal years beginning
        after November 15, 2008. The provisions of SFAS No. 157 will be applied
        prospectively. The statement provisions effective as of December 29, 2007,
        do
        not have a material effect on the Company’s financial position and results of
        operations. Management does not believe that the remaining provisions will
        have
        a material effect on the Company’s financial position and results of operations
        when they become effective on January 1, 2009.
  In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
        for Financial Assets and Financial Liabilities,” (“SFAS No. 159”) which provides
        companies an option to report selected financial assets and liabilities at
        fair
        value. SFAS No. 159 requires companies to provide information helping financial
        statement users to understand the effect of a company’s choice to use fair value
        on its earnings, as well as to display the fair value of the assets and
        liabilities a company has chosen to use fair value for on the face of the
        balance sheet. Additionally, SFAS No. 159 establishes presentation and
        disclosure requirements designed to simplify comparisons between companies
        that
        choose different measurement attributes for similar types of assets and
        liabilities. The statement is effective as of the beginning of an entity’s first
        fiscal year beginning after November 15, 2007. The Company does not expect
        SFAS 159 to have an impact.
  In
        December 2007, the FASB issued SFAS No. 160, *”* Noncontrolling
        Interests in Consolidated Financial Statements” (an Amendment of ARB 51).
        SFAS 160 amends ARB 51 to establish accounting and reporting standards for
        the no controlling interest in a subsidiary and for the deconsolidation of
        a
        subsidiary. The statement requires consolidated net income to be reported
        at
        amounts that include the amounts attributable to both the parent and the
        no
        controlling interest. It also requires disclosure on the face of the
        consolidated statement of income of the amounts of consolidated net income
        attributable to the parent and to the no controlling interest. In addition
        this
        statement establishes a single method of accounting for changes in a parent’s
        ownership interest in a subsidiary that do not result in deconsolidation
        and
        requires that a parent recognize a gain or loss in net income when a subsidiary
        is deconsolidated. SFAS 160 becomes effective for fiscal periods beginning
        after December 15, 2008. The Company is currently evaluating the impact of
        SFAS 160.





**ITEM
      7. Financial Statements**





The
      full
      text of our audited financial statements for the year ended December 31, 2007,
      and for the period from February 2, 2005 (date of inception) to December 31,
      2007, begins on page F-1 of this Annual Report on Form 10-KSB.




30




**ITEM
      8 – Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





Not
      Applicable.




**ITEM
      8A (T) – Controls and Procedures**





**Management's
      Annual Report on Internal Control Over Financial Reporting**




As
        of the
        end of the period covered by this report, we conducted an evaluation, under
        the
        supervision and with the participation of our Chief Executive Officer and
        Chief
        Financial Officer, of our disclosure controls and procedures (as defined
        in Rule
        13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
        our Chief Executive Officer and Chief Financial Officer concluded that the
        Company’s disclosure controls and procedures are not effective to ensure that
        information required to be disclosed by the Company in the reports that we
        file
        or submit under the Exchange Act is recorded, processed, summarized and reported
        within the time periods specified in the SEC’s rules and forms and which also
        are not effective in ensuring that information required to be disclosed by
        the Company in the reports that it files or submits under the Exchange Act
        is
        accumulated and communicated to the Company’s management, including the
        Company’s Chief Executive Officer and Chief Financial Officer, to allow timely
        decisions regarding required disclosure.
  Our
        management is responsible for establishing and maintaining adequate internal
        control over financial reporting for the Company as defined in Rules 13a-15(f)
        and 15d-15(f) under the Exchange Act. Our internal control over financial
        reporting is designed to provide reasonable assurance regarding the (i)
        effectiveness and efficiency of operations, (ii) reliability of financial
        reporting and the preparation of financial statements for external purposes
        in
        accordance with generally accepted accounting principles, and (iii) compliance
        with applicable laws and regulations. Our internal controls framework is
        based
        on the criteria set forth in the Internal Control - Integrated Framework
        issued
        by the Committee of Sponsoring Organizations of the Treadway Commission
        (COSO).
  Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
  Management’s
        assessment of the effectiveness of the Company’s internal control over financial
        reporting is as of the fiscal year ended December 31, 2007. We believe that
        our
        internal control over financial reporting is not effective. We have identified
        the following current material weaknesses considering the nature and extent
        of
        our current operations and any risks or errors in financial reporting under
        current operations:
  There
        were material weaknesses regarding financial reporting under U.S. generally
        accepted accounting principles and disclosure controls. The Company is in
        the
        process of training people to get the proper experience with U.S. generally
        accepted accounting principles and to hire consultants with knowledge of
        U.S.
        generally accepted accounting principles on an as needed basis to cure these
        weaknesses.
  This
        annual report does not include an attestation report of the Company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the Company’s registered
        public accounting firm pursuant to temporary rules of the SEC that permit
        the
        Company to provide only management’s report in this annual report.


31




**Changes
      in Internal Control Over Financial Reporting**




There
      were no changes in our internal control over financial reporting during the
      quarter ended December 31, 2007 that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.




**ITEM
      8B – Other Information**




None.




32




**Part
      III**





**ITEM
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
      Act**





The
      names, ages, and respective positions of the directors and officers of the
      Company are set forth below. The directors of our Company will serve until
      the
      next annual meeting of the Company's stockholders or until their successors
      are
      duly elected and qualified. Officers hold their positions at the will of the
      board of directors. There are no arrangements, agreements, or understandings
      between non-management shareholders and management under which non-management
      shareholders may directly or indirectly participate in or influence the
      management of the Company's affairs. There are no other promoters or control
      persons of the Registrant. There are no legal proceedings involving the
      directors of the Registrant.





Name
            
            Position
            
            Age
            
            Date
                First Elected or AppointedOswald
                Ortiz
            
            President
                and CEO
            
            39
            
            October
                29, 2007Francoise
                Lanter
            
            Secretary,
                Treasurer and CFO
            
            44
            
            November
                15, 2007Tan
                Siekmann
            
            Chief
                Technology Officer
            
            41
            
            November
                15, 2007





On
      October 29, 2007, Mr. Oswald Ortiz was appointed Chief Executive Officer,
      President, and a director of the Company. On November 15, 2007, Mrs. Francoise
      Lanter was appointed Chief Financial Officer and a director, and Mr. Tan
      Siekmann was appointed Chief Technology Officer and a director. On October
      29, 2007, Mr. Joe Hicks resigned as a director and officer of the Company.




*Oswald
      Ortiz, Chief Executive Officer, President and Director of Qnective*




Mr.
      Ortiz, 39, was appointed Chief Executive Officer, President and Director of
      Qnective on October 29, 2007. Immediately prior thereto, for the period 2003
      to
      2006 Mr. Ortiz was the Chief Executive Officer of Wapwire AG **,** an
      international internet service provider. While at Wapwire he orchestrated a
      financial turnaround and was able to grow the organization's market share by
      38%
      in one year. From 2001 to 2003 Mr. Ortiz was the Chief Executive Officer of
      Tiscali AG. Mr. Ortiz's telecommunications background includes experience with
      wholesale and retail activities as well as strategic and operational development
      and implementation.




33




*Francoise
      Lanter, Chief Financial Officer, Secretary, Treasurer and Director of
      Qnective*





Prior
      to
      becoming Chief Financial Officer of the Company, Mrs. Lanter, 44, was from
      September 2004 to April 2007 Chief Financial Officer of Lawa Entertainment
      GmbH,
      a technology company based in Switzerland. Mrs. Lanter is also currently Chief
      Financial Officer of MobilMedia Holding AG, but devotes substantially all of
      her
      time to Qnective and Qporter. From October 2001 to May 2004, Mrs. Lanter was
      a
      lecturer with KV Baden, a business school. In her positions in finance and
      administration Mrs. Lanter has been responsible for budgeting, capital
      expenditure planning, and financial reporting in accordance with IFRS.




*Tan
      Siekmann, Chief Technology Officer and Director of Qnective*




Mr.
      Siekmann, 41, was appointed Chief Technology Officer and director of the Company
      on November 15, 2007. From 2006 to 2008 Mr. Siekmann was a managing director
      of
      Safe-com GmbH, a company involved with communications security. From 2005 to
      2007 he was head of sales for Analyticon AG, a company involved with *in
      vitro* diagnostics. From 1986 to 2005 he held various positions with Biodata Systems
      GmbH, a software communications and security business including managing
      director, chief executive officer, technical advisor, and consultant. Mr.
      Siekmann has more than 20 years of experience founding and managing technology
      companies focused on IT security, medical laboratory software development,
      biometrics, and communication. His IT career began at the age of 16 when he
      founded Biodata Systems GmbH in Germany to provide software emulation for
      laboratory systems.





*Committees
      of the Board*





Our
      Company currently does not have nominating, compensation, or audit committees
      or
      committees performing similar functions nor does our Company have a written
      nominating, compensation, or audit committee charter. Our board of directors
      does not believe that it is necessary to have such committees because it
      believes the functions of such committees can be adequately performed by the
      board of directors.





All
      proceedings of our board of directors are conducted by resolutions consented
      to
      in writing by all the directors and filed with the minutes of the proceedings
      of
      the directors. Such resolutions consented to in writing by the directors
      entitled to vote on that resolution at a meeting of the directors are, according
      to the corporate laws of the State of Nevada and the bylaws of our Company,
      as
      valid and effective as if they had been passed at a meeting of the directors
      duly called and held.




34




Our
      Company does not have any defined policy or procedure requirements for
      stockholders to submit recommendations or nominations for directors. The board
      of directors believes that given the early stage of our development a specific
      nominating policy would be premature and of little assistance until our business
      operations develop to a more advanced level. Our Company does not currently
      have
      any specific or minimum criteria for the election of nominees to the board
      of
      directors, and we do not have any specific process or procedure for evaluating
      such nominees. The board of directors assesses all candidates, whether submitted
      by management or stockholders, and makes recommendations for election or
      appointment.




*Stockholder
      Communications*




A
      stockholder who wishes to communicate with our board of directors may do so
      by
      directing a written request addressed to our Chief Executive Officer, at the
      address appearing on the first page of this Report.




*Family
      Relationships*




There
      are
      no family relationships between any of our directors and executive officers.




*Code
      of Ethics*




We
      have
      adopted a code of ethics that is applicable to our officers, directors, and
      employees, including our principal executive officer and principal financial
      officer or persons performing similar functions. The code of ethics can be
      found
      as an Exhibit to this Annual Report on Form 10-KSB and under the heading "Policy
      on Business Ethics for Directors, Officers, and Employees" on our website at
      www.qnective.com. We will
      supply to any person without charge, upon request and in the manner described
      under the heading “Stockholder Communications,” a copy of our code of
      ethics.




35




*Audit
      Committee*




The
      Company does not currently have a separately designated standing Audit Committee
      established in accordance with Section 3(a)(58)(A) of the Exchange Act by the
      Board of Directors for the purpose of overseeing our accounting and financial
      reporting processes and our audits and financial statements. The entire board
      of
      directors is acting as the Company's audit committee.




*Audit
      Committee Financial Expert*




Our
      board
      of directors has determined that we do not have a board member that qualifies
      as
      an "audit committee financial expert" as defined in Item 407(d) of Regulation
      S-B.




We
      believe that in the present situation, our board of directors is capable of
      analyzing and evaluating our financial statements and understanding internal
      controls and procedures for financial reporting. The board of directors of
      our
      Company does not believe that it is necessary to have an audit committee because
      our Company believes that the functions of an audit committee can be adequately
      performed by our board of directors. In addition, we believe that retaining
      an
      independent director who would qualify as an "audit committee financial expert"
      would be overly costly and burdensome and is not warranted in our
      circumstances given the stage of our development.




*Director
      Independence* **




Our
      board
      of directors has determined that none of our directors are “independent” as such
      term is defined by NASDAQ Rule 4200(a)(15).




*Compliance
      with Section 16(a) of the Exchange Act; Beneficial Ownership Reporting
      Compliance*




Mr.
      Ortiz, Mrs. Lanter, and Mr. Siekmann, all officers and directors of the Company
      failed to file timely reports on Form 3 as required by Section 16(a) of the
      Exchange Act during the most recent fiscal year. The Form 3s for Mr. Ortiz
      and
      Mrs. Lanter were subsequently filed on May 1, 2008. The Form 3 for Mr. Siekmann
      was filed on May 15, 2008. Each officer and director filed only one late
      report.




36




**ITEM
      10. – Executive Compensation**





The
      following table sets forth compensation for services rendered ended December
      31,
      2007, for our Chief Executive Officer and the four most highly compensated
      executive officers as of December 31, 2007, whose total annual salary and bonus
      for fiscal 2007 exceeded $100,000 (collectively, the “Named
      Officers”).





Name
                and Principal
              Position
            
            Year
            
            Salary
                ($)Oswald
                Ortiz
            
            (a)2007
            
            $
            0President
                and CEO
            
            2006
            
            $
            n/aFrancoise
                Lanter
            
            (b)2007
            
            $
            0CFO
            
            2006
            
            $
            n/aTan
                Siekmann
            
            (c)2007
            
            $
            0President
                and CEO
            
            2006
            
            $
            n/a2007
            
            $
            0Joe
                Hicks
            
            2006
            
            $
            0




(a)
            Mr.
                Oswald Ortiz has been the President, CEO, and a director of Qnective
                since
                October 29, 2007. Mr. Ortiz is paid as an independent consultant
                to
                Qporter. In 2007 Qporter paid Mr. Ortiz the amount of $159,060. Through
                December 31, 2007, no time has been spent on
                Qnective.


(b)
            Francoise
                Lanter has been the CFO and a director of Qnective, since November
                15,
                2007. Mrs. Lanter is paid as an independent consultant to Qporter,
                through
                her wholly owned company, Miraculix Treuhand GmbH. In 2007 Qporter
                paid
                Miraculix $95,436. Through December 31, 2007, no time has been spent
                on
                Qnective.


(c)
            Tan
                Siekmann was appointed CTO and became a director of Qnective, on
                November
                15, 2007. Mr. Siekmann is paid as an independent consultant to Qporter.
                In
                2007 Qporter paid Mr. Siekmann the amount of $159,060. Through December
                31, 2007, no time has been spent on
                Qnective.





**Stock
      Option Plan**




We
      do not
      have a stock option plan in favor of any director, officer, consultant or
      employee.




**Stock
      Options/Stock Awards**




We
      have
      not granted any options or stock awards during our prior fiscal year.




37




**Employment
      Agreements**




None.




**Compensation
      of Directors**





No
      director receives a fee for attendance at each meeting of the Board of
      Directors; these directors are reimbursed only for reasonable out-of-pocket
      expenses incurred in attending meetings of the Board of Directors or of the
      committees thereof.





**ITEM
      11. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters**





**Equity
      Compensation Plan Information**




The
      Company does not have an equity compensation plan.




**Principal
      Stockholders**




The
      following table sets forth certain information regarding our common stock
      beneficially owned as of May 5, 2008, for (i) each stockholder we know to be
      the
      beneficial owner of 5% or more of our outstanding common stock, (ii) each of
      our
      executive officers and directors, and (iii) all executive officers and directors
      as a group. In general, a person is deemed to be a beneficial owner of a
      security if that person has or shares the power to vote or direct the voting
      of
      such security, or the power to dispose or to direct the disposition of such
      security. A person is also deemed to be a beneficial owner of any securities
      of
      which the person has the right to acquire beneficial ownership within 60 days.




**Name and Address of Beneficial Owner**
            
            **Amount and**
              **Nature of**
              **Beneficial**
              **Ownership**
            
            **Percentage**
              **of Class**Oswald
                Ortiz
              c/o
                Qporter, Inc.
              Thurgauerstrasse
                54
              CH-8050
                Zurich, Switzerland
            
            
            0
            
            
            0
            %Francoise
                Lanter
              c/o
                Qporter, Inc.
              Thurgauerstrasse
                54
              CH-8050
                Zurich, Switzerland
            
            
            0
            
            
            0
            %Tan
                Siekmann
              c/o
                Qporter, Inc.
              Thurgaerstrasse
                54
              CH-8050
                Zurich, Switzerland
            
            
            0
            
            
            0
            %Directors
                and Executive Officers as a Group (3 persons)
            
            
            0
            
            
            0
            %




38




**ITEM
      12 – Certain Relationships and Related Transactions, and Director
      Independence**





During
      the last two fiscal years there have not been any relationships, transactions,
      or proposed transactions to which the Company was or is a party, in which any
      of
      the directors, officers, or 5% or greater shareholders (or any immediate family
      member thereof) had or is to have a direct or indirect material interest other
      than as set forth below.




Letter
      Agreement dated January 2, 2007 between the Company and MobilMedia Holding
      pursuant to which MobilMedia transferred to Qporter its XMS technology. Oswald
      Ortiz and Tan Siekmann, officers and directors of the Company are shareholders
      of MobilMedia.




Shareholder
      Agreement dated February 12, 2007, among the Company, MobilMedia Holding AG
      and
      Qporter pursuant to which MobilMedia transferred to Qporter certain technology
      including XMS technology. Oswald Ortiz and Tan Siekmann, officers and directors
      of the Company, are shareholders of MobilMedia.





**ITEM
      13 – Exhibits**





The
      exhibits below are required by Item 601 of Regulation S-B. Each management
      contract or compensatory plan or arrangement required to be filed as an exhibit
      to this Form 10-KSB has been identified.




39




**Exhibit Number**
            ****
            **Description**3.1
            
            Articles
                of Incorporation (incorporated herein by reference from our Form
                SB-2
                filed on March 24, 2006)3.1a*
            
            Amendment
                to Articles of Incorporation changing name3.2
            
            Bylaws
                (incorporated herein by reference from our Form SB-2 filed on March
                24,
                2006)4.1
            
            Specimen
                ordinary share certificate (incorporated herein by reference from
                our Form
                SB-2 filed on March 24, 2006)10.1
            
            Shareholders’
                Agreement dated February 12, 2007, among Qnective, MobileMedia Holdings
                AG, and Qporter (incorporated herein by reference from Form 8-K filed
                on
                April 13, 2007)14*
            
            Code
                of Ethics16
            
            Letter
                from Telford Sadovnick PLLC dated April 21, 2008 (incorporated herein
                by
                reference from our Form 8-K filed on April 23, 2008)21*
            
            List
                of Subsidiaries24*
            
            Power
                of Attorney (included on signature page)31.1*
            
            Rule
                13a-14(a)/15d-14(a) Certification31.2*
            
            Rule
                13a-14(a)/15d-14(a) Certification32.1*
            
            Section
                1350 Certification32.2*
            
            Section
                1350 Certification







*
      Filed
      herewith





**ITEM
      14 – Principal Accountant Fees and Services**





The
      aggregate fees billed for professional services rendered by BDO Visura for
      the
      audit of our financial statements for the fiscal year ended December 31, 2007
      were $120,000. The aggregate fees billed for professional services rendered
      by
      Telford Sadovnick for the audit of our financial statements for fiscal year
      ended December 31, 2006 were $11,500.




40




**Audit
      –Related Fees**




None.




**Tax
      Fees**




None.





**All
      Other Fees**




There
      were no other fees billed for services rendered by BDO Visura or Telford
      Sadovnick not reportable as Audit Fees, Audit-Related Fees or Tax Fees for
      the
      fiscal years ended December 31, 2006 and December 31, 2007.




41




SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





Qnective,
                Inc.(Registrant)Date:
                May 15, 2008
            By:
            /s/
              Oswald OrtizOswald
                OrtizChief
                Executive Officer





POWER
      OF
      ATTORNEY




KNOW
      ALL
      PERSONS BY THESE PRESENTS, that each person whose signature appears below
      constitutes and appoints Oswald Ortiz, Chief Executive Officer, and Francoise
      Lanter, Chief Financial Officer, and each of them, his or her true and lawful
      attorney-in-fact and agent, with the full power of substitution and
      resubstitution, for him or her and in his or her name, place, and stead, in
      any
      and all capacities therewith, to sign any and all amendments to this report
      on
      Form 10-KSB, and to file the same, with all exhibits thereto, and other
      documents in connection therewith, with the Securities and Exchange Commission,
      granting unto each said attorney-in-fact and agent full power and authority
      to
      do and perform each and every act in person, hereby ratifying and confirming
      all
      that each said attorney-in-fact and agent, or either of them, or their or his
      or
      her substitute or substitutes, may lawfully do or cause to be done by virtue
      hereof.




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




42




NAME
            
            TITLE
            
            DATE/s/
                Oswald OrtizOswald
                Ortiz
            
            Chief
                Executive Officer andDirector
              (Principal
                Executive Officer)
            
            May
                15, 2008/s/
                Francoise LanterFrancoise
                Lanter
            
            Chief
                Financial Officer and Director
              (Principal
                Accounting Officer)
            
            May
                15, 2008/s/
                Tan SiekmannTan
                Siekmann
            
            Director
            
            May
                15, 2008




43




QNECTIVE,
      INC. (formerly Sotech Inc.)




(A
      DEVELOPMENT STAGE COMPANY)




INDEX
      TO
      FINANCIAL STATEMENTS




DECEMBER
      31, 2007, AND 2006




Page:Report
                of Independent Registered Public Accounting Firm – BDO
                Visura
            F-1Report
                of Independent Registered Public Accounting Firm – Telford Sadovnick,
                P.L.L.C.
            F-2Financial
                Statements-Balance
                Sheet as of December 31, 2007 and 2006
            F-3Statements
                of Operations for the year ended December 31, 2007, and period ended
                December 31, 2006 and cumulative from February 2, 2005 (inception) to
                December 31, 2007
            F-4Statement
                of Stockholders’ Deficiency for the period February 2,
                2005 (inception) to December 31, 2007
            F-5Statements
                of Cash Flows for the year ended December 31, 2007, and period ended
                December 31, 2006, and cumulative from February 2, 2005 (inception)
                to December 31, 2007
            F-6Notes
                to Financial Statements December 31, 2007 and 2006
            F-7









**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




Board
      of
      Directors and Stockholders




Qnective,
      Inc. (formerly Sotech Inc.) (A Development Stage Company)




We
      have
      audited the accompanying balance sheets of Qnective, Inc. (formerly Sotech
      Inc.)
      (the “Company”) (A Development Stage Company) as of December 31, 2007 and the
      related statements of operations and comprehensive loss, changes in
      stockholders’ equity (deficiency) and cash flows for the year then ended and the
      related statements of operations and comprehensive loss and cash flows for
      the
      period from February 2, 2005 (date of inception) to December 31, 2007. 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 did not audit the financial statements of Qnective, Inc. for
      the
      period from February 2, 2005 (date of inception) to December 31, 2006. Such
      statements are included in the cumulative inception to December 31, 2007 totals
      of the statements of operations and comprehensive loss and cash flows and
      reflect a net loss of 5% of the related cumulative totals. Those statements
      were
      audited by other auditors whose report has been furnished to us and our opinion,
      insofar as it relates to amounts for the period from inception to December
      31,
      2006, included in the cumulative totals, is based solely upon the report of
      the
      other auditors.




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 audit 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 audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of 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 statement, 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 and the report of the other
      auditors provide a reasonable basis for our opinion.




In
      our
      opinion, based on our audit and the report of the other auditors, the financial
      statements referred to above present fairly, in all material respects, the
      financial position of Qnective Inc. at December 31, 2007, and the results of
      its
      operations and its cash flows for the year then ended and for the period from
      inception to December 31, 2007, 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 has suffered recurring losses from operations that
      raise
      substantial doubt about its ability to continue as a going concern. Management’s
      plans in regard to these matters are also described in Note 2. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.




Zurich,
      May 15, 2008




BDO
      Visura






/s/
                Andreas Wyss
            
            /s/
                Christoph TschumiAndreas
                Wyss
            
            Christoph
                TschumiAuditor
                in Charge
            
            Swiss
                Certified AccountantSwiss
                Certified Accountant / CPA




F-1


**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 **To
        the Stockholders of**
 **Qnective,
        Inc. (formerly Sotech Inc.)**
 **(A
        Development Stage Company)**
   We
        have
        audited the accompanying balance sheet of Qnective, Inc. (formerly Sotech
        Inc.)
        (a Development Stage Company) (the “Company”) as at December 31, 2006, the
        related statements of operations and comprehensive loss, changes in
        stockholders’ equity (deficiency) and cash flows for the year
        then ended ,
        and the
        related statements of operations and comprehensive loss and cash flows for
        the
        period from February 2, 2005 (inception) to December 31, 2006. 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 audit .
 
 We
        conducted our audit in accordance with standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform an audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. 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 audit provides 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 Qnective, Inc. **** (formerly
        Sotech Inc.) (a Development Stage Company) as at December 31, 2006 and the
        results of its operations and its cash flows for the year then ended, and
        the
        results of its operations and its cash flows for the period from February
        2,
        2005 (inception) to December 31, 2006 in conformity with accounting principles
        generally accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 2 to the financial statements,
        the Company has suffered recurring losses and net cash outflows from operations
        since inception. These factors raise substantial doubt about the Company’s
        ability to continue as a going concern. Management’s plans in regard to these
        matters are also described in Note 2. The financial statements do not include
        any adjustments that might result from the outcome of this uncertainty.
 
  /s/ ***TELFORD
        SADOVNICK, P.L.L.C.***
  **TELFORD
        SADOVNICK, P.L.L.C.**
 **CERTIFIED
        PUBLIC ACCOUNTANTS**
 
 Bellingham,
        Washington
 April
        10,
        2007




F-2




**QNECTIVE,
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**BALANCE
      SHEET**




**(in
      $, except per share amounts)**




**December**
              **31,**
              **2007**
            
            **December**
              **31,**
              **2006****ASSETS
                (in $)**Long-term
                loan due from affiliated company
            
            
            6
            
            
            1,195,804
            
            
            0Investment
                in Joint Venture
            
            
            5
            
            
            1
            
            
            0**Total
                Assets**
            
            
            
            
            
            **1,195,805**
            
            
            **0****LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIENCY)**Current
                Liabilities:Short-term
                loan due to Stockholders
            
            
            7
            
            
            260,604
            
            
            0Accounts
                payable
            
            
            
            
            
            9,548
            
            
            6,254Accrued
                Expense
            
            
            
            
            
            15,600
            
            
            0**Total
                current liabilities**
            
            
            
            
            
            **285,752**
            
            
            **6,254**Commitments
                & Contingencies
            
            
            8Stockholders’
                Equity (deficiency):
            
            
            9Common
                stock, $0.001 par value;
            
            
            
            
            
            59,000
            
            
            57,750shares
                authorized; 75,000 000shares
                issued and outstanding; 59,000,000 and 57,750,000 ,
                respectivelyAdditional
                paid in Capital
            
            
            
            
            
            2,511,000
            
            
            12,250Accumulated
                other comprehensive income
            
            
            
            
            
            3,987
            
            
            0Accumulated
                deficit during development stage
            
            
            
            
            
            (1,663,934
            )
            
            (76,254
            )**Total
                stockholders’ equity (deficiency)**
            
            
            
            
            
            **910,053**
            
            
            **(6,254**
            **)****Total
                Liabilities and Stockholders’ Equity
                (deficiency)**
            
            
            
            
            
            **1,195,805**
            
            
            **0**




*See
      accompanying summary of accounting policies and the notes to the financial
      statements.*




F-3


**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**STATEMENTS
      OF OPERATIONS**  **AND
      COMPREHENSIVE LOSS**




**(in
      $, except per share amounts)**


**Year Ended**
                **December**
                **31,**
                **2007**
              
              **Year Ended**
                **December**
                **31,**
                **2006**
              
              **For********the********period********from**
                **February********2,********2005******
                **(Inception)********to**
                **December********31,********2007**Operating
                  expensesGeneral
                  and Administrative expenses
              
              
              29,518
              
              
              0
              
              
              29,518Total
                  Operating expenses
              
              
              29,518
              
              
              0
              
              
              29,518Other
                  Income (expense)Equity
                  loss from affiliated company
              
              
              (1,558,162
              )
              
              0
              
              
              (1,558,162
              )Total
                  other income (expense)
              
              
              (1,558,162
              )
              
              0
              
              
              (1,558,162
              )Net
                  Loss from continued operations
              
              
              (1,587,680
              )
              
              0
              
              
              (1,587,680
              )Net
                  Loss from discontinued operations
              
              
              0
              
              
              (72,240
              )
              
              (76,254
              )**Net
                  loss**
              
              
              **(1,587,680**
              **)**
              
              **(72,240**
              **)**
              
              **(1,663,934**
              **)**Other
                  Comprehensive Loss/Income:Foreign
                  currency translation adjustment
              
              
              3,987
              
              
              0
              
              
              3,987**Comprehensive
                  Loss**
              
              
              **(1,583,693**
              **)**
              
              **(72,240**
              **)**
              
              **(1,659,947**
              **)**Basic
                  and diluted Weighted Average Shares
              
              
              58,606,164
              
              
              57,750,000
              
              
              58,044,256Basic
                  and diluted Net Loss Per Share from continued operations
              
              
              **(0.027**
              **)**
              
              **(0**
              **)**
              
              **(0.028**
              **)**Basic
                  and diluted Net Loss Per Share from discontinued
                  operations
              
              
              **0**
              
              
              **(0.001**
              **)**
              
              **(0.001**
              **)**Basic
                  and diluted Net Loss Per Share
              
              
              **(0.027**
              **)**
              
              **(0.001**
              **)**
              
              **(0.029**
              **)**


*See
      accompanying summary of accounting policies and the notes to the financial
      statements.*




F-4


**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)**




**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006**




**(in
      $, except per share amounts)**


**Common
                  Stock**
              
              **Additional**
                **Paid-in**
              
              **Accumulated**
                **Deficit
                  During**
                **Development**
              
              **Accumulated**
                **Other**
                **Comprehensive**
              
              **Total**
                **Shareholders’****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **Income**
              
              **Equity
                  (Deficiency)**Common
                  Stock issued for cash at $0.0012
              
              
              57,750,000
              
              
              57,750
              
              
              12,250
              
              
              0
              
              
              0
              
              
              70,000Net
                  Loss for the period from February 2, 2005 (inception) to December
                  31,
                  2005
              
              
              0
              
              
              0
              
              
              0
              
              
              (4,014
              )
              
              0
              
              
              (4,014
              )Balance
                at December 31, 2005
              
              
              57,750,000
              
              
              57,750
              
              
              12,250
              
              
              (4,014
              )
              
              0
              
              
              (65,986
              )Net
                  Loss
              
              
              0
              
              
              0
              
              
              0
              
              
              (72,240
              )
              
              0
              
              
              (72,240
              )Balance
                  at December 31, 2006
              
              
              57,750,000
              
              
              57,750
              
              
              12,250
              
              
              (76,254
              )
              
              0
              
              
              (6,254
              )Common
                  stock issued for cash at $2.00
              
              
              1,250,000
              
              
              1,250
              
              
              2,498,750
              
              
              0
              
              
              0
              
              
              2,500,000Net
                  Loss
              
              
              0
              
              
              0
              
              
              0
              
              
              (1,587,680
              )
              
              0
              
              
              (1,587,680
              )Translation
                  Adjustment
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              3,987
              
              
              3,987Balance
                  at December 31, 2007
              
              
              59,000,000
              
              
              59,000
              
              
              2,511,000
              
              
              (1,663,934
              )
              
              3,987
              
              
              910,053




*See
      accompanying summary of accounting policies and the notes to the financial
      statements.*




F-5


**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**STATEMENTS
      OF CASH FLOWS**




**(in
      $, except per share amounts)**


**YEARS********ENDED**
              
              **For********the********Period**
                **from********February********2,**
                **2005********(Inception)****December********31,**
                **2007**
              
              **December********31,**
                **2006**
              
              **to********December********31,**
                **2007**Cash
                  Flows from Operating Activities:Net
                  loss
              
              
              (1,587,680
              )
              
              (72,240
              )
              
              (1,663,934
              )Adjustments
                  to reconcile net loss to cash used in operating
                  activities:Equity
                  loss from affiliated company
              
              
              1,558,162
              
              
              0
              
              
              1,558,162Changes
                  in operating assets and liabilities:Increase
                  (decrease) in:Accounts
                  payable and accrued expenses
              
              
              18,894
              
              
              2,254
              
              
              25,148**Net
                  cash provided/used in operating activities**
              
              
              **(10,624**
              **)**
              
              **(69,986**
              **)**
              
              **(80,624**
              **)**Cash
                  Flows from Investing Activities:Capital
                  Investment
              
              
              (1,250,000
              )
              
              0
              
              
              (1,250,000
              )Loan
                  to Qporter Inc.
              
              
              (1,499,980
              )
              
              0
              
              
              (1,499,980
              )**Net
                  cash provided/used in investing activities**
              
              
              **(2,749,980**
              **)**
              
              **0**
              
              
              **(2,749,980**
              **)**Cash
                  Flows from Financing Activities:Loan
                  from stockholders
              
              
              260,604
              
              
              0
              
              
              260,604Proceeds
                  from the issuance of common stock, net of finders fees
              
              
              2,500,000
              
              
              0
              
              
              2,570,000**Net
                  cash provided by financing activities**
              
              
              **2,760,604**
              
              
              **0**
              
              
              **2,830,604**Increase
                  (decrease) in cash and cash equivalents
              
              
              0
              
              
              (69,986
              )
              
              0Effect
                  of exchange rate changes on cash
              
              
              0
              
              
              0
              
              
              0Cash
                  and cash equivalents, beginning of year
              
              
              0
              
              
              69,986
              
              
              0Cash
                  and cash equivalents, end of year
              
              
              0
              
              
              0
              
              
              0Supplemental
                  Cash Flow Information:Cash
                  paid for interest and income taxes
              
              
              0
              
              
              0
              
              
              0




*See
      accompanying summary of accounting policies and the notes to the financial
      statements.*




F-6




**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**1.**  **Organization
      and Nature of Operations**




Qnective,
      Inc. formerly known as Sotech,Inc., (“Qnective” or the “Company”) was
      incorporated in Nevada on February 2, 2005, to operate an internet website
      offering comparison shopping. In early 2007 our Board of Directors determined
      that the comparison shopping business would not be successful and sought other
      business opportunities **,** and
      has
      transitioned from a comparison shopping business to a technology business
      specializing in the design, development, and distribution of telecommunications
      software.




As
      part
      of its transition strategy, the Company entered into a letter agreement dated
      January 2, 2007, with MobilMedia Holdings AG (“MobilMedia”), a Swiss company, to
      establish a joint venture to develop and commercialize MobilMedia’s XMS
      (extended message service), a wireless mobile technology.





On
      February 12, 2007, the Company, MobilMedia, and a Nevada corporation formed
      on
      January 24, 2007, Qporter, Inc. ("Qporter"), entered into a shareholders’
agreement (the “Shareholders' Agreement”). Pursuant to the term of the
      Shareholders' Agreement MobilMedia transferred to QPorter certain technology
      for
      a converged communication platform that integrates messenger and VoIP (voice
      over internet protocol) with a number of features allowing users to use mobile
      devices or desktop computers to communicate. In exchange for the transfer of
      technology MobilMedia received a cash payment of $625,000 and 50% of the
      outstanding common shares of Qporter. Also pursuant to the terms of the
      Shareholder Agreement the Company received 50% of the outstanding common
      shares of Qporter in exchange for an agreement to invest $2,500,000 in
      Qporter. The Company has fulfilled its investment obligation by providing equity
      financing of $1,250,000 and debt financing of $1,250,000.




Under
      the
      terms of the Shareholders ' Agreement, the Company has the sole and exclusive
      option to purchase, free of all encumbrances, all of the shares of the Qporter
      owned by MobilMedia in exchange for 65% of the issued and outstanding shares
      of
      the Company subject to adjustment to account for dilution as a result of the
      sale by the Company of its shares in order to raise funds to be invested in
      the
      Company. The option to purchase has not yet been exercised by the Company.




On
      February 28, 2007 the Company's shareholders approved an amendment to the
      articles of incorporation to change the name of the Company from Sotech, Inc.
      to
      Qnective, Inc. which was evidenced by filing a certificate of amendment with
      the
      State of Nevada.




The
      Company is at the development stage and has devoted most of its efforts to
      raising capital. The planned principal operations have not yet commenced, and
      there has been no revenue generated.




**2.**  **Future
      Operations**




The
      Company has experienced losses from operations and anticipates incurring losses
      in the near future. The accompanying financial statements have been prepared
      assuming that the Company will continue as a going concern. The Company incurred
      a net loss of ($1,663,934) and a negative cash flow from operations of ($80,624)
      since its inception, and had a working capital of ($285,752) at December 31,
      2007 . These matters raise substantial doubt about its ability to continue
      as a
      going concern. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.




F-7


**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




The
      Company has had negative cash flows from operations to date and has been
      dependent on equity and debt financing.  Management
      believes that the Company currently does not have adequate cash resources to
      fund anticipated cash requirements through December 31, 2008; and, therefore,
      the Company will have to raise addition funding through loans and equity
      contributions. The Company's ability to continue its operations and market
      and
      sell Qporter's products and services will depend on the Company's ability to
      raise additional financing. If the Company is unable to obtain such financing,
      the Company will not be able to continue its business. Any additional equity
      financing may be dilutive to shareholders, and debt financing, if available,
      will increase expenses and may involve restrictive covenants. The Company will
      be required to raise additional capital on terms which are uncertain, especially
      under the current capital market conditions. Under these circumstances, if
      the
      Company is unable to obtain capital or is required to raise it on undesirable
      terms, it may have a material adverse effect on the Company's financial
      condition.




Based
      on
      the Company’s business plan we expect to obtain cash from internal sources of
      $0, and we need additional funding from external sources of approximately
      $4,000,000.




**3.**  **Summary
      of Significant Accounting Policies**




*Basis
      of Presentation* —The
      financial statements include the accounts of the Company and its interest in
      its
      joint venture, acquired pursuant to the terms of the Shareholders' Agreement
      dated February 12, 2007. The Company's joint venture is accounted for using
      the
      equity method of accounting.




*Development
      Stage Company–* The
      Company complies with SFAS No. 7, “Accounting and Reporting by Development Stage
      Enterprises” for its characterization of the Company as development
      stage.




*Use
      of estimates* -The
      preparation of financial statements in conformity with United States generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the amounts reported in the financial statements and
      accompanying disclosures of the Company.  Although these estimates are
      based on management’s knowledge of current events and actions that the Company
      may undertake in the future, actual results may differ from such estimates.
      Estimates are used for, but not limited to, the valuation of the investment
      in
      the joint venture, income taxes and contingencies.




*Income
      Taxes* — In
      accordance with SFAS No. 109, “Accounting for Income Taxes”, the Company uses
      the asset and liability method to account for income taxes, including
      recognition of deferred tax assets for the anticipated future tax consequences
      attributable to differences between financial statement amounts and their
      respective tax bases. The Company reviews its deferred tax asset for recovery
      and a valuation allowance is established when the Company believes that it
      is
      more likely than not that some portion of its deferred tax asset will not be
      realized. Changes in valuation allowances from period to period are included
      in
      the Company’s tax provision in the period of change.




*Comprehensive
      Loss* - Comprehensive
      income or loss encompasses net income or loss and “other comprehensive income or
      loss”, which includes all other non-owner transactions and events that change
      stockholder’s equity (deficiency).




F-8




**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




*Loss
      Per Share* — The
      Company computes net earnings (loss) per common share in accordance with SFAS
      No. 128 “Earnings per Share” (“SFAS 128”) and SAB No. 98 (“SAB 98”). Under the
      provisions of SFAS 128 and SAB 98, basic net earnings (loss) per common share
      is
      computed by dividing the net earnings (loss) available to common stock
      outstanding during the period. Net earnings (loss) per share on a diluted basis
      is computed by dividing the net earnings (loss) for the period by the weighted
      average number of common and dilutive common stock equivalent shares outstanding
      during the period. There are no common stock equivalents.




*Cash
      and Cash Equivalents* —The
      Company considers all highly liquid securities purchased with an original
      maturity of three months or less to be cash equivalents.




*Fair
      Value of Financial Instruments* — The
      Company’s financial instruments consist of a long-term loan due from its joint
      venture investment in Qporter, accounts payable, and short term loan due to
      stockholders. The fair value of these financial instruments approximate their
      carrying value due to the short maturities of these instruments, unless
      otherwise noted.




*Long-term
      loan receivable* -
      The
      long-term loan receivable is reported at outstanding principal adjusted for
      any
      deferred costs, any allowances for loan losses and any unauthorized premiums
      or
      discounts. At December 31, 2007, no deferred costs nor allowances for losses
      or
      unauthorized premiums or discounts existed.




*Short-term
      loan* -Interest
      rate risk arises on the various rates at which the Company has obtained certain
      short-term loans from stockholders. However, the Company expects to repay these
      obligations in full either at maturity or at terms set out in the specific
      agreements. Consequently, risk related to fluctuations on the bank prime rate
      is
      minimal. The remaining balances of short-term loans are based on fixed terms
      of
      interest. The Company expects to repay these amounts in full, thereby minimizing
      interest rate risk.




*Reclassification* -Certain
      prior year financial statement amounts have been reclassified to conform to
      current-year presentation.




**4.**  **Impact
      of Recently Issued Accounting Pronouncements**




In
      December 2007, the FASB issued SFAS No. 141(R), *“* Business
      Combinations.” SFAS 141(R) requires all business combinations completed
      after the effective date to be accounted for by applying the acquisition method
      (previously referred to as the purchase method). Companies applying this method
      will have to identify the acquirer, determine the acquisition date and purchase
      price and recognize at their acquisition date fair values the identifiable
      assets acquired, liabilities
      assumed, and any noncontrolling interests in the acquiree. In the case of a
      bargain purchase the acquirer is required to reevaluate the measurements of
      the
      recognized assets and liabilities at the acquisition date and recognize a gain
      on that date if an excess remains. SFAS 141(R) becomes effective for fiscal
      periods beginning after December 15, 2008. The Company is currently
      evaluating the impact of SFAS 141(R).




F-9




**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS
      No. 157 defines fair value, establishes a framework for measuring fair
      value in accordance with generally accepted accounting principles, and expands
      disclosures about fair value instruments. This statement does not require any
      new fair value measurements; rather, it applies under other accounting
      pronouncements that require or permit fair value measurements. The provisions
      of
      this statement are to be applied prospectively as of the beginning of the fiscal
      year in which this statement is initially applied, with any transition
      adjustment recognized as a cumulative effect adjustment to the opening balance
      of retained earnings. The provisions of SFAS No. 157 are effective for
      fiscal years beginning after November 15, 2007. The Company does not expect
      SFAS 157 to have an impact.




In
      February 2008, the FASB issued Staff Position (FSP) FAS 157-2, *Effective
      Date of FASB Statement No. 157* ,
      which
      defers the implementation for non-recurring financial assets and liabilities
      from fiscal years beginning after November 15 , 2007 to fiscal years beginning
      after November 15, 2008. The provisions of SFAS No. 157 will be applied
      prospectively. The statement provisions effective as of December 29, 2007,
      do
      not have a material effect on the Company’s financial position and results of
      operations. Management does not believe that the remaining provisions will
      have
      a material effect on the Company’s financial position and results of operations
      when they become effective on January 1, 2009.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities,” (“SFAS No. 159”) which provides
      companies an option to report selected financial assets and liabilities at
      fair
      value. SFAS No. 159 requires companies to provide information helping financial
      statement users to understand the effect of a company’s choice to use fair value
      on its earnings, as well as to display the fair value of the assets and
      liabilities a company has chosen to use fair value for on the face of the
      balance sheet. Additionally, SFAS No. 159 establishes presentation and
      disclosure requirements designed to simplify comparisons between companies
      that
      choose different measurement attributes for similar types of assets and
      liabilities. The statement is effective as of the beginning of an entity’s first
      fiscal year beginning after November 15, 2007. The Company does not expect
      SFAS 159 to have an impact.




In
      December 2007, the FASB issued SFAS No. 160, *”* Noncontrolling
      Interests in Consolidated Financial Statements” (an Amendment of ARB 51).
      SFAS 160 amends ARB 51 to establish accounting and reporting standards for
      the no controlling interest in a subsidiary and for the deconsolidation of
      a
      subsidiary. The statement requires consolidated net income to be reported at
      amounts that include the amounts attributable to both the parent and the no
      controlling interest. It also requires disclosure on the face of the
      consolidated statement of income of the amounts of consolidated net income
      attributable to the parent and to the no controlling interest. In addition
      this
      statement establishes a single method of accounting for changes in a parent’s
      ownership interest in a subsidiary that do not result in deconsolidation and
      requires that a parent recognize a gain or loss in net income when a subsidiary
      is deconsolidated. SFAS 160 becomes effective for fiscal periods beginning
      after December 15, 2008. The Company is currently evaluating the impact of
      SFAS 160.




F-10


**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**5.**   **Investment
      in Joint Venture**




The
        Company owns a 50% equity interest in a joint venture, QPorter, Inc. with
        its
        wholly owned subsidiaries QPorter Schweiz AG and QPorter Poland, (collectively
        “QPorter”) as of February 12, 2007, the date of the Shareholders’ Agreement. The
        investment in the joint venture is accounted for using the equity method
        of
        accounting.
 
 Due
        to
        the fact that less
        than
        50% of the fair value of the contributed assets was cash and the cash did
        not
        remain in the joint venture, and was not used by the joint venture in
        transactions with parties other than the joint venture parties, the Company
        determined that capital contribution of the technology brought in should
        be
        recorded at carryover basis. The technology contributed by the other venturer
        was valued at $0 accordingly.
 
 The
        Company records its share of investment income or loss based on its 50%
        ownership in the joint venture until the equity of the other venturer is
        exhausted and then recognizes 100%; however, no losses are recognized to
        the
        extent they exceed the carrying value of the investment (including the long-term
        loan receivable) as the Company has no obligation to fund operating losses
        and
        no other commitments or guarantees to QPorter. Therefore, no losses exceeding
        the investment balance will be recorded.
 
 The
        financial statements of QPorter include the following information (in
        thousands):
  **2007**
              
              **2006**Current
                  assets
              
              
              216,088
              
              
              0Non-current
                  assets
              
              
              1,134,205
              
              
              0Current
                  liabilities
              
              
              154,489
              
              
              0Long
                tern loan due to Qnective
              
              
              1,499,980
              
              
              0Shareholders'
                  equity (deficiency)
              
              
              (304,176
              )
              
              0(Loss)
                  Income from operations
              
              
              (1,558,157
              )
              
              0Net
                  (Loss) Income
              
              
              (1,558,163
              )
              
              0
  For
        2007,
        the Company’s share of the loss on its investment in QPorter was
        $1,558,163.
 
 The
        Company’s equity in earnings of the joint venture for years with net income was
        calculated as follows:
  **2007**
              
              **2006**
              
              **For
                  the period form February 2, 2005 (inception) to December 31,
                  2007.**Joint
                  venture net loss
              
              
              1,558,163
              
              
              0
              
              
              1,558,163Equity
                  interest
              
              
              50
              %
              
              0
              
              
              50
              %Loss
                  assumed
              
              
              100
              %
              
              0
              
              
              100
              %Equity
                  loss from affiliated Company
              
              
              1,558,163
              
              
              0
              
              
              1,558,163
  The
        Company has never received any dividends from QPorter.
 
 The
        cumulative translation adjustment of QPorter is reported as a component of
        the
        Company’s accumulated other comprehensive income (loss).


F-11


**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**6.** **Long-term
      loan due from affiliated Company**




The
      Company loaned Qporter the principal amount of $1,250,000 on July 6, 2007,
      and
      the principal amount of $249,980 on December 24, 2007.




The
      loan
      is unsecured and interest free with no right to demand repayment as long as
      the
      Company remains a shareholder of Qporter. The Shareholders' Agreement among
      the
      Company, Qporter and MobilMedia Holding AG required an advance from the Company
      of $1,250,000 upon the affiliate company, Qporter’s securing
      at
      least $250,000 in commercial contracts from unaffiliated third party customers
      or secured 3,000 new subscribers and the XMS product has successfully exited
      the
      BETA stage of its development cycle. The funds were advanced prior to the
      fulfillment of these conditions.




The
        total
        amounts due from QPorter as of December 31 are as follows:




2007
            
            2006Gross
              amount
            
            $
            1,499,980
            
            
            0Equity
              losses
            
            
            (304,176
            )
            
            0Net
            
            $
            1,195,804
            
            
            0




**7.**  **Short-term
      loan**




Short-term
      loan consists of the following:




**2007**
            
            **2006**Diverse
                common Stockholders
            
            $
            260,604
            
            
            0




The
      short-term loan was obtained by the Company in 2007. It is unsecured and does
      not bear any interest. The loan is due on demand with no fixed terms of
      repayment.




No
      restrictive covenants exist in connection with the Company's debt.




**8.
      Commitments & Contingencies**




*Litigation* —The
      Company is not aware of any litigation or threatened litigation pending as
      of
      the date of these financial statements.




**9.**  **Stockholders’
      Equity:**




*Common
      Stock* — Common
      stock as of December 31, 2007, and December 31, 2006, consisted of the
      following: $0.001 par value, 75,000,000 shares authorized, 59,000,000 and
      57,750,000 shares issued and outstanding, respectively.




On
      February 20, 2007, the Company’s Board
      of
      Directors authorized a 16.5:1 forward stock spilt of its outstanding shares
      to
      shareholders of record on March 5, 2007. The shares authorized were not subject
      to the stock split. Accordingly, all references to common shares and per share
      data in the accompanying financial statements have been adjusted to reflect
      the
      stock split on a retroactive basis. Stockholders’ equity (deficiency)
      reflects the stock split by reclassifying from “Additional paid in capital” to
“Common stock” an amount equal to the par value of the additional shares arising
      from the split for the beginning balance and all subsequent balances.




F-12


**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




On
      March
      13, 2007, the Company sold an aggregate of 625,000 shares of common stock to
      an
      offshore investor at an issue price of $2.00 per share for total proceeds of
      $1,250,000. The Company issued the shares in reliance upon Regulation S and
      Section 4(2) of the Securities Act of 1933 in an offshore transaction to a
      non-U.S. person (as that term is defined in Regulation S of the Securities
      Act
      of 1933).





On
      July
      7, 2007, the Company sold an aggregate of 625,000 shares of common stock to
      an
      offshore investor at an issue price of $2.00 per share for total proceeds of
      $1,250,000. The Company issued the shares in reliance upon Regulation S and
      Section 4(2) of the Securities Act of 1933 in an offshore transaction to a
      non-U.S. person (as that term is defined in Regulation S of the Securities
      Act
      of 1933).





**10.**  **Income
      Taxes:**




In
      June
      2006, the Financial Accounting Standards Board issued interpretation No. 48
      (“FIN 48”), “Accounting for Uncertainty in Income Taxes”. FIN 48 establishes the
      minimum threshold for recognizing, and a system for measuring, the benefits
      of
      tax-return positions in financial statements. The provisions of FIN 48 were
      effective for the Company as of January 1, 2007, and required application of
      FIN
      48 to all existing tax positions upon initial adoption. The adoption of the
      standard had no effect on the Company’s financial condition or results of
      operation.




The
      following tax years remain subject to examination:




**Jurisdiction**
            
            **Open********years**USA
            
            
            2005
                – 2007




At
      December 31, 2007, the Company had available federal net operating loss (NOL)
      carry forwards of approximately $105,772. Under Section 382 of the Internal
      Revenue Code of 1986, as amended, the use of prior losses including NOLs is
      limited if a corporation undergoes an “ownership change”. Future issuances of
      equity interests by the Company may result in an ownership change that is large
      enough for this limitation to apply. If the limitation applies, the Company
      may
      be unable to use a material portion of its available NOL carry forwards to
      reduce future taxable income. The income tax effect of temporary differences
      between financial and tax reporting gives rise to the deferred tax asset at
      December 31, 2007, and December 31, 2006, as follows:




**December********31,********2007**
            
            **December********31,********2006**$
            
            $Deferred
                tax assets:Net
                operating loss carry-forward
            
            
            21,769
            
            
            11,438Loss
                from equity investment
            
            
            545,357
            
            
            0Less:
                valuation allowance
            
            
            (567,126
            )
            
            (11,438
            )Net
                deferred tax assets
            
            
            0
            
            
            0




F-13




**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




The
      Company has net losses for financial reporting purposes. Recognition of deferred
      tax assets will require generation of future taxable income. The Company
      believes that it is more likely than not that the deferred tax assets cannot
      be
      realized. Therefore, we established a valuation allowance on net deferred tax
      assets of $567,126 as of December 31, 2007, and $11,438 as of December 31,
      2006.




As
      of
      December 31, 2007, the Company has net operating loss carry forwards in various
      jurisdictions of $105,772, expiring at various times from years ending 2013
      to
      2015 as follows:




**2007**$2013
            
            
            (4,014
            )2014
            
            
            (72,240
            )2015
            
            
            (29,518
            )**Total
                tax-deductible loss carry forward**
            
            
            **(105,772**
            **)**




The
      tax
      provisions differ from the amount computed using the federal statutory income
      tax rate (35% for the year ended December 31, 2007 and 15% for the period
      from February 2, 2005 (inception) to December 31, 2006) as follows:




**Year********Ended********December********31,****2007**
            
            **2006**
            
            **For********the********period********from******
              **February********2,********2005********(inception)******
              **to********December********31,********2007**$
            
            $
            
            $Income
                tax benefit at federal statutory rate
            
            
            555,688
            
            
            10,836
            
            
            567,126Valuation
                allowance
            
            
            (555,688
            )
            
            (10,836
            )
            
            (567,126
            )0
            
            
            0
            
            
            0




F-14




**QNECTIVE
      INC. (formerly Sotech Inc.) (A Development Stage Company)**




**11.**  **Related
      Party Transactions**




As
      noted
      under Note 6, the Company granted a long-term loan to Qporter in
      2007.


As
      noted
      under Note 7, the Company received short-term loans from several Stockholders
      in
      2007.





**12.
      Discontinued Operations**




On
      February 1, 2007 the Company made a decision to cease operating an internet
      website offering comparison shopping. Since the Company is not involved in
      this
      business anymore it was accounted for as discontinued operations under SFAS
      No.
      144 “Accounting for the Impairment and Disposal of Long-Lived Assets” (“SFAS
      144”).





The
      following table presents statement of operations for discontinued
      operations:




**Year
                ended**
              **December 31,**
              **2007**
            
            **Year
                ended**
              **December 31,**
              **2006**
            
            **For
                the period from**
              **February
                2, 2005**
              **(inception) to December 31,**
              **2007**Total
                operating expense
            
            
            0
            
            
            72,159
            
            
            76,159Total
                other income (expense)
            
            
            0
            
            
            (81
            )
            
            (95
            )Net
                Loss
            
            
            0
            
            
            (72,240
            )
            
            (76,254
            )




**13.**  **Subsequent
      Events**




On
        February 20, 2008, the Company received a stockholder loan of $500,000. The
        loan
        is unsecured, interest free and due on demand with no fixed terms of
        repayment.




No
      other major events have occurred since the closing of the
      accounts.




F-15