U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





AMENDMENT
NO. 1





(Mark
One)





|X|
ANNUAL REPORT UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2007





|_|
TRANSITION REPORT UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 333-134073


_______________________________________________





NB
TELECOM, INC.





(Exact
name of registrant as specified in its charter)


______________________________________________





Nevada
            
            04-3836208(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)106
      May DriveSaxonburg,
      Pennsylvania
            
            16056(Address
      of principal executive offices)
            
            (zip
      code)





Registrant's
      telephone number, including area code:
              (724)
      352-7606





_____________________________________________





Securities
registered under Section 12(b) of the Exchange Act:





None.





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, $.0001 par value per share




(Title of
Class)


1





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [  ] No [X]




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [  ] No [X]




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes [X]
No [  ]




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not 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-K or any
amendment to this Form 10-K.  [  ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):




Large accelerated filer
[  ]                                                      Accelerated
filer [  ]


Non-accelerated filer
[  ]                                           Smaller
reporting company [ X ]


(Do not
check if a smaller reporting company)




Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act).


Yes
[  ]   No [ X ]




The
Company has no non-voting common stock.  The aggregate market value of
the Company's voting common stock held by non-affiliates as of
December 31, 2007 could not be determined because there have been no
recent sales of such stock.




As of
December 31, 2007 49,632,222 shares of the Company's $.0001 par value common
stock were issued and outstanding.




State
issuer’s revenues for its most recent fiscal year: $71,291




As of
December 31, 2007 the aggregate market value of the common stock held by
non-affiliates was approximately $591,106 based upon the closing price on
December 31, 2007 of $.05. As of December 31, 2007, there were 49,632,222 shares
of common stock outstanding.




Documents
incorporated by reference: None.




Transitional
Small Business Disclosure Format: Yes [  ]    No [
X ]


2


TABLE
OF CONTENTS


PagePART
      IItem
      1.
              Business
              4Item
      1A.
              Risk
      Factors
              8Item
      2.
              Properties
              11Item
      3.
              Legal
      Proceedings
              11Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              12PART
      IIItem
      5.
              Market
      for Registrant’s Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities
              12Item
      6.
              Selected
      Financial Data
              12Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              12Item
      7A.
              Quantitive
      and Qualitative Disclosures About Market Risk
              15Item
      8.
              Financial
      Statements and Supplementary Data
              15Item
      9.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              34Item
      9A(T).
              Controls
      and Procedures
              34Item
      9B.
              Other
      Information
              34PART
      IIIItem
      10.
              Directors,
      Executive Officers and Corporate Governance
              34Item
      11.
              Executive
      Compensation
              35Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              37Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              37Item
      14.
              Principal
      Accountant Fees and Services
              37Item
      15.
              Exhibits
      and Financial Statement Schedules
              38Signatures
              
              
              39


3







ITEM
1.  BUSINESS.




GENERAL
OVERVIEW




NB
Telecom, Inc. was originally incorporated as NB Payphones, Inc. on November 16,
1999 under the laws of Pennsylvania. On April 29, 2000, all our outstanding
shares of common stock were purchased by USIP, and we operated as a wholly-owned
subsidiary of USIP. On March 23, 2006, the corporate domicile of NB Payphones,
Inc. was migrated to Nevada, and our name was changed to NB Telecom, Inc. On
August 24, 2007 all our common stock was spun off to the shareholders of USIP,
and since the spin-off we have been an independent company and we are no longer
a subsidiary of USIP.




SMART
PAYPHONE TECHNOLOGY




Our
payphones utilize “smart” technology which provides oral calling instructions,
detects and counts coins deposited during each call, informs the caller at
certain intervals of the time remaining on each call, identifies the need for
and the amount of an additional deposit in order to continue the call, and
provides other functions associated with the completion of calls. Through the
use of programmable memory chips, the payphones can also be programmed and
reprogrammed from our central computer facilities to update rate information or
to direct different types of calls to particular carriers. Our payphones can
also distinguish coins by size and weight, report to our central host computer
the total amount of coin in the coin box, perform self-diagnosis and
automatically report problems to a pre-programmed service number.




CUSTOMER
SERVICE




The
technology we use enables us to (i) respond quickly to equipment malfunctions
and (ii) maintain accurate records of payphone activity, which can be verified
by customers. We strive to minimize “downtime” on our payphones by identifying
service problems as quickly as possible. We employ both advanced
telecommunications technology and trained field technicians as part of our
commitment to provide superior customer service. The records generated through
our technology also allow for more timely and accurate payment of commissions to
Location Owners.




OPERATIONS




As of
December 31, 2007, we owned and operated approximately 97 payphones in
Pennsylvania.




COIN
CALLS




Our
payphones generate coin revenues primarily from local calls. Historically, the
maximum rate that could be charged for local calls was generally set by state
regulatory authorities and in most cases was $0.25 through October 6, 1997. We
charge $0.35, and $0.50. In ensuring “fair compensation” for all calls, the FCC
determined that local coin rates from payphones should be generally deregulated
by October 7, 1997, but provided for possible modifications or exemptions from
deregulation upon a detailed demonstration by an individual state that there are
market failures within the state that would not allow market-based rates to
develop. On July 1, 1997, a federal court issued an order that upheld the FCC's
authority to deregulate local coin call rates. In accordance with the FCC's
ruling and the court order, certain payphones owners, began to increase rates
for local coin calls from $0.25 to $0.35.




Long
distance carriers that have contracted to provide transmission services to our
payphones typically carry long distance coin calls. We pay a charge to the
long-distance carrier each time the carrier transports a long-distance call for
which we receive coin revenue from an end user.


4




NON-COIN
CALLS




We also
receive revenue from non-coin calls made from our payphones. Traditional
non-coin calls include credit card, calling card, prepaid calling card, collect
and third party billed calls where the caller dials “0” plus the number or
simply dials “0” for an operator. The services needed to complete a non-coin
call include providing an automated or live operator to answer the call,
verifying billing information, validating calling cards and credit cards,
routing and transmitting the call to its destination, monitoring the call's
duration and determining the charge for the call, and billing and collecting the
applicable charge. We have contracted with operator service providers to handle
these calls and perform all associated functions, while paying us a commission
on the revenues generated.




REGULATIONS
AND DIAL-AROUND COMPENSATION




On
September 20, 1996 the Federal Communications Commission (“FCC”) adopted rules,
which became effective November 7, 1996, initially mandating dial-around
compensation for both access code calls and 800 subscriber calls at a flat rate
of $45.85 per payphone per month. Commencing October 7, 1997 and ending October
6, 1998 the $45.85 per payphone per month rate was to transition to a per-call
system at the rate of $0.35 per call. Several parties challenged certain of the
FCC regulations including the dial-around compensation rate. On July 1, 1997 a
federal court vacated certain portions of the FCC's 1996 Payphone Order,
including the dial-around compensation rate.




In
accordance with the court's mandate, on October 9, 1997 the FCC adopted a second
order, establishing a rate of $0.284 per call for the first two years of
per-call compensation (October 7, 1997 through October 6, 1999). An
inter-exchange Carriers (“IXC”) is a common carrier providing long distance
connections between local telephone areas, and they include AT&T, MCI and
Sprint. Under the 1997 Payphone Order IXC's were required to make the per-call
payments to payphone service providers, beginning October 7, 1997. On May 15,
1998 the court again remanded the per-call compensation rate to the FCC for
further explanation without vacating the $0.284 default rate.




On
February 4, 1999 the FCC released a third order in which the FCC abandoned its
efforts to derive a “market based” default dial-around compensation rate and
instead adopted a “cost based” rate of $0.24 per dial-around call. This rate
became effective on April 21, 1999 and served as a default rate through January
31, 2002.




In a
decision released January 31, 2002 the FCC partially addressed the remaining
issues concerning the “true-up” required for interim and intermediate period
compensation. The FCC adjusted the per-call rate to $0.229, for the interim
period only, to reflect a different method of calculating the delay in IXC
payments to payphone services provider's (“PSPs”) for the interim period, and
determined that the total interim period compensation should be $33.89 per
payphone per month ($0.229 times an average of 148 calls per payphone per
month). A payphone service provider is a Company that installs and monitors
payphones. The 2002 Payphone Order deferred to a later order its determination
of the allocation of this total compensation rate among the various carriers
required to pay compensation for the interim period.




On
October 23, 2002 the FCC released its Fifth Order on Reconsideration and Order
on Remand, which resolved the remaining issues surrounding the
interim/intermediate period true-up and specifically how monthly per-phone
compensation owed to PSPs is to be allocated among the relevant dial-around
carriers. The Interim Order also resolves how certain offsets to such payments
will be handled and a host of other issues raised by parties in their remaining
FCC challenges to the 1999 Payphone Order and the 2002 Payphone Order. In the
Interim Order the FCC ordered a true up for the interim period and increased the
adjusted monthly rate to $35.22 per payphone per month, to compensate for the
three-month payment delay inherent in the dial-around payment system. The new
rate of $35.22 per payphone per month is a composite rate, allocated among
approximately five hundred carriers based on their estimated dial-around traffic
during the interim period. The FCC also ordered true-up requiring PSPs, to
refund an amount equal to $0.046 (the difference between the old $0.284 rate and
the current $0.238 rate) to each carrier that compensated the PSP on a per-call
basis during the intermediate period. Interest on additional payments and
refunds is to be computed from the original payment date, at the IRS prescribed
rate applicable to late tax payments. As of this date, dial around compensation
to PSP’s is $.49 per call. As a result of these dial around compensation rules,
we received approximately $19,808 in dial-around compensation during
2007.




Our
objectives are to continue to review our overall cost structure, improve route
density and service quality, monitor and take action on our under performing
telephones. We have implemented the following strategy to meet our
objectives.


5




CUSTOMERS,
SALES AND MARKETING




The
Location Owners with whom we contract are a diverse group of small and medium
sized businesses, which are frequented by individuals needing payphone access.
The majority of our payphones are located at convenience stores, truck stops,
service stations, grocery stores, colleges and hospitals.




Before we
install a phone, we search for, and utilize historical revenue information about
each payphone location. In locations where historical revenue information is not
available, we rely on our site survey to examine geographic factors, population
density, traffic patterns and other factors in determining whether to install a
payphone. We recognize, however, that recent changes in payphone traffic volumes
and usage patterns being experienced on an industry-wide basis warrant a
continued assessment of the location and deployment of our payphones. Generally,
we pay the phone line owners approximately $40 per month per phone
line.




SERVICE
AND EQUIPMENT SUPPLIERS




Our
primary suppliers provide payphone components, local line access, long-distance
transmission and operator services. To promote acceptance by end users
accustomed to using RBOC or Local Exchange Carrier (“LEC”) owned payphone
equipment, we utilize payphones designed to be similar in appearance and
operation to payphones owned by LEC. A LEC is a local phone company, which can
be either a call operating company or an integrated company which traditionally
had the exclusive franchise rights and responsibilities to provide local
transmission and switching services.




We
purchase circuit boards from various manufacturers for repair and installation
of our payphones. We primarily obtain local line access from various LECs,
including Verizon, North Pittsburgh Telephone Co. and various other incumbent
and competitive suppliers of local line access. Generally, we are charged
approximately $40 per month per payphone, on the average, for local line access.
New sources of local line access are expected to emerge as competition continues
to develop in local service markets. Long-distance services are provided to our
company by various long-distance and operator service providers, including
AT&T, Qwest, ILD Telecommunications, Inc., and others.




We expect
the basic availability of such products and services to continue in the future;
however, the continuing availability of alternative sources cannot be assured.
Although we are not aware of any current circumstances that would require us to
seek alternative suppliers for any material portion of the products or services
used in the operation of our business, transition from our existing suppliers,
if necessary, could have a disruptive effect on our operations and could give
rise to unforeseen delays and/or expenses.




ASSEMBLY
AND REPAIR OF PAYPHONES




We
assemble and repair payphone equipment for our use. The assembly of payphone
equipment provides us with technical expertise used in the operation, service,
maintenance and repair of our payphones. We assemble, refurbish or replace
payphones from standard payphone components either obtained from our inventory
or purchased from component manufacturers. These components include a metal
case, an integrated circuit board incorporating a microprocessor, a handset and
cord, and a coin box and lock. On the occasion when components are not available
from inventory, we can purchase the components from several suppliers. We do not
believe that the loss of any single supplier would have a material adverse
effect on our assembly operations.




Our
payphones comply with all material regulatory requirements regarding the
performance and quality of payphone equipment and have all of the operating
characteristics required by the applicable regulatory authorities, including
free access to local emergency (911) telephone numbers, dial-around access to
all available carriers, and automatic coin return capability for incomplete
calls.




TECHNOLOGY




The
payphone equipment we install makes use of microprocessors to provide voice
prompted calling instructions, detect and count coin deposits during each call,
inform the caller at certain intervals of the time remaining on each call,
identify the need for and the amount of an additional deposit and other
functions associated with completion of calls. Through the use of memory chips,
our payphones can also be programmed and reprogrammed from our central computer
facilities to update rate information or to direct different kinds of calls to
particular carriers.


6




Our
payphones can distinguish coins by size and weight, report to a remote location
the total coins in the coin box, perform self-diagnosis and automatically report
problems to a pre-programmed service number, and immediately report attempts at
vandalism or theft. Many of our payphones operate on power available from the
telephone lines, thereby avoiding the need for and reliance upon an additional
power source at the installation location.




We
provide all technical support required to operate the payphones, such as
computers and software at our headquarters in Saxonburg, Pennsylvania. Our
assembly and repair support provides materials, equipment, spare parts and
accessories to maintain our payphones.




MAJOR
CUSTOMERS




No
individual customer accounted for more than 5% of our consolidated revenues in
2005, 2006 and 2007.




COMPETITION




We
compete for payphone locations directly with RBOCs, LECs and other IPPs. We also
compete, indirectly, with long-distance companies, which can offer Location
Owners commissions on long-distance calls made from LEC-owned payphones. We
compete with LECs and long-distance companies who may have substantially greater
financial, marketing and other resources.




We
believe that our principal competition is from providers of wireless
communications services for both local and long distance traffic. Certain
providers of wireless communication services have introduced rate plans that are
competitively priced with certain of the products offered by us, and have
negatively impacted the usage of payphones throughout the nation.




We
believe that the competitive factors among payphone providers are (1) the
commission payments to a Location Owner, (2) the ability to serve accounts with
locations in several LATAs or states, (3) the quality of service and the
availability of specialized services provided to a Location Owner and payphone
users, and (4) responsiveness to customer service needs. We believe that we are
currently competitive in each of these areas.




Additionally,
a number of domestic IPPs continue to experience financial difficulties from
various competitive and regulatory factors impacting the pay telephone industry
generally, which may impair their ability to compete prospectively. We believe
that these circumstances create an opportunity for us to obtain new location
agreements and reduced site commissions going forward, however, this may not
occur. There are no guarantees that we will be able to obtain new location
agreements that are advantageous to our company. Also, in view of this
competitive environment, we will seek opportunities to maximize shareholder
value through acquisitions, and mergers with other companies and businesses that
present attractive opportunities for us.




We
compete with long-distance carriers that provide dial-around services that can
be accessed through our payphones. Certain national long-distance operator
service providers and prepaid calling card providers have implemented extensive
advertising promotions and distribution schemes which have increased dial-around
activity on payphones owned by LECs and IPPs, including our company, thereby
reducing traffic to our primary providers of long-distance service. While we do
receive compensation for dial-around calls placed from our payphones, regulatory
efforts are underway to improve the collection system and provide us with the
ability to collect that portion of dial-around calls that are owed.




OUR
EMPLOYEES




Our
President, Paul Kelly, is our only full time employee. In addition, we also hire
advisers and temporary employees on an as needed basis. We may, from time to
time, supplement our regular work force as necessary with temporary and contract
personnel. We have no part-time employees at this time.  None of our
employees are represented by a labor union. We believe we have a good
relationship with our employees.


7




A
NOTE ABOUT FORWARD-LOOKING STATEMENTS




This
report (including the foregoing “Description of Business” and the section below
entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”) contains forward-looking statements that involve risks
and uncertainties. You should exercise extreme caution with respect to all
forward-looking statements contained in this report. Specifically, the following
statements are forward-looking:




•
statements regarding our overall strategy for expansion of our company,
including without limitation our intended markets and future
products;




•
statements regarding our research and development efforts;




•
statements regarding the plans and objectives of our management for future
operations, including, without limitation, plans to explore other non
telecommunication business along with the size and nature of the costs we expect
to incur and the people and services we may employ;




•
statements regarding the future of our company, our competition or regulations
that may affect us;




•
statements regarding our ability to compete with third parties;




• any
statements using the words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” and similar words; and




• any
statements other than historical fact.




We
believe that it is important to communicate our future expectations to our
shareholders. Forward-looking statements reflect the current view of management
with respect to future events and are subject to numerous risks, uncertainties
and assumptions, including, without limitation, the factors listed in “Risks
Associated with Our Business.” Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct. Should any one or
more of these or other risks or uncertainties materialize or should any
underlying assumptions prove incorrect, actual results are likely to vary
materially from those described in this report. There can be no assurance that
the projected results will occur, that these judgments or assumptions will prove
correct or that unforeseen developments will not occur.




Any
person or entity may read and copy our reports filed with the Securities and
Exchange Commission at the SEC’s Public Reference Room at 100 F Street NE,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC toll free at 1-800-SEC-0330. The
SEC also maintains an Internet site at HTTP://WWW.SEC.GOV
where reports, proxies and informational statements on public companies may be
viewed by the public.




ITEM 1A.  RISK FACTORS




UNLESS
WE CAN REVERSE OUR HISTORY OF LOSSES, WE MAY HAVE TO DISCONTINUE
OPERATIONS.




If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may not be able to remain a viable company and may have to
discontinue operations. Our expenses have historically exceeded our revenues and
we have had losses in all fiscal years of operation, including those in fiscal
years 2006 through 2007, and the losses are projected to continue in 2008. Our
net losses were $183,124 and $110,321 for fiscal years ended 2006 and 2007
respectively.


8




WE
MAY NOT SUCCEED OR BECOME PROFITABLE.




We will
need to generate significant revenues to achieve profitability and we may be
unable to do so. Even if we do achieve profitability, we may not be able to
sustain or increase profitability in the future. We expect that our expenses
will continue to increase and there is no guarantee that we will not experience
operating losses and negative cash flow from operations for this fiscal year or
for the foreseeable future. If we do not achieve or sustain profitability, then
we may be unable to continue our operations.




WE
WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.




We may be
required to seek additional financing in the future to respond to increased
expenses or shortfalls in anticipated revenues, accelerate product development
and deployment, respond to competitive pressures, develop new or enhanced
products, or take advantage of unanticipated acquisition opportunities. We
cannot be certain we will be able to find such additional financing on
reasonable terms, or at all. If we are unable to obtain additional financing
when needed, we could be required to modify our business plan in accordance with
the extent of available financing.




IF
WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY
ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES, WHICH COULD
THREATEN OUR FUTURE GROWTH.




If we
make any acquisitions, we could have difficulty assimilating the operations,
technologies and products acquired or integrating or retaining personnel of
acquired companies. In addition, acquisitions may involve entering markets in
which we have no or limited direct prior experience. The occurrence of any one
or more of these factors could disrupt our ongoing business, distract our
management and employees and increase our expenses. In addition, pursuing
acquisition opportunities could divert our management’s attention from our
ongoing business operations and result in decreased operating performance.
Moreover, our profitability may suffer because of acquisition-related costs or
amortization of acquired goodwill and other intangible assets. Furthermore, we
may have to incur debt or issue equity securities in future acquisitions. The
issuance of equity securities would dilute our existing
stockholders.




WE
MAY BE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS OR MAY BE SUED BY
THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS.




The
telecommunications industry is characterized by the existence of a large number
of patents and frequent litigation based on allegations of trade secret,
copyright or patent infringement. We may inadvertently infringe a patent of
which we are unaware. In addition, because patent applications can take many
years to issue, there may be a patent application now pending of which we are
unaware that will cause us to be infringing when it is issued in the future. If
we make any acquisitions, we could have similar problems in those industries.
Although we are not currently involved in any intellectual property litigation,
we may be a party to litigation in the future to protect our intellectual
property or as a result of our alleged infringement of another’s intellectual
property, forcing us to do one or more of the following:




• Cease
selling, incorporating or using products or services that incorporate the
challenged intellectual property;




• Obtain
from the holder of the infringed intellectual property right a license to sell
or use the relevant technology, which license may not be available on reasonable
terms; or




•
Redesign those products or services that incorporate such
technology.




A
successful claim of infringement against us, and our failure to license the same
or similar technology, could adversely affect our business, asset value or stock
value. Infringement claims, with or without merit, would be expensive to
litigate or settle, and would divert management resources.


9




BECAUSE
OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED AGAINST CERTAIN LOSSES, WE MAY BE
EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.




If our
directors or officers become exposed to liabilities invoking the indemnification
provisions, we could be exposed to additional unreimbursable costs, including
legal fees. Our articles of incorporation and bylaws provide that our directors
and officers will not be liable to us or to any shareholder and will be
indemnified and held harmless for any consequences of any act or omission by the
directors and officers unless the act or omission constitutes gross negligence
or willful misconduct. Extended or protracted litigation could have a material
adverse effect on our cash flow.




WE
WILL DEPEND ON OUTSIDE MANUFACTURING SOURCES AND SUPPLIERS.




We may
contract with third party manufacturers to produce our products and we will
depend on third party suppliers to obtain the raw materials necessary for the
production of our products. We do not know what type of contracts we will have
with such third party manufacturers and suppliers. In the event we outsource the
manufacture of our products, we will have limited control over the actual
production process. Moreover, difficulties encountered by any one of our third
party manufacturers, which result in product defects, delayed or reduced product
shipments, cost overruns or our inability to fill orders on a timely basis,
could have an adverse impact on our business. Even a short-term disruption in
our relationship with third party manufacturers or suppliers could have a
material adverse effect on our operations. We do not intend to maintain an
inventory of sufficient size to protect ourselves for any significant period of
time against supply interruptions, particularly if we are required to obtain
alternative sources of supply.




THE REPORT OF OUR INDEPENDENT
AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE AS A GOING
CONCERN.




Our
independent auditors have raised substantial doubt about our ability to continue
as a going concern. This may impair our ability to implement our business plan,
and we may never achieve significant revenues and therefore remain a going
concern.




RISKS
ASSOCIATED WITH POTENTIAL ACQUISITIONS




As part
of our business strategy, we may make acquisitions of, or investments in,
companies, businesses, products or technologies. Any such future acquisitions
would be accompanied by the risks commonly encountered in such acquisitions.
Those risks include, among other things:




- the
difficulty of assimilating the operations and personnel of the acquired
companies,


- the
potential disruption of our business or business plan,


- the
diversion of resources from our existing businesses, and products,


- the
inability of management to integrate acquired businesses or assets into our
business plan, and


-
additional expense associated with acquisitions.




We may
not be successful in overcoming these risks or any other problems encountered
with such acquisitions, and our inability to overcome such risks could have a
material adverse effect on our business, financial condition and results of
operations.




POSSIBLE
ISSUANCE OF ADDITIONAL SHARES WITHOUT STOCKHOLDER APPROVAL COULD DILUTE
STOCKHOLDERS




We
currently have approximately 49,632,222 Shares of common stock outstanding.
There are currently no other material plans, agreements, commitments or
undertakings with respect to the issuance of additional shares of common stock
or securities convertible into shares of our common stock. Additional shares
could be issued in the future, and the result of the issuance of additional
shares would be to further dilute the percentage ownership of our common stock
held by our stockholders.


10




THE BOARD OF DIRECTORS POWER TO ISSUE
PREFERRED STOCK, COULD DILUTE THE OWNERSHIP OF EXISTING SHAREHOLDERS AND THIS
MAY INHIBIT POTENTIAL ACQUIRES OF THE COMPANY.




Our
articles of organization grant the board of directors the power to issue
preferred stock with terms and conditions, including voting rights that they
deem appropriate. The exercise of the discretion of the board to issue preferred
stock and/or common stock could dilute the ownership rights and the voting
rights of current shareholders. In addition, this power could be used by the
Board to inhibit potential acquisitions by a third party.




THE
ADVENT OF WIRELESS PHONES HAS LESSENED THE DEMAND FOR PAYPHONES.




The
proliferation of wireless phones has significantly reduced the demand for
payphones and we expect that trend to continue. Certain rate plans that provide
unlimited long distance service and calling fees that are fixed or minimal have
and are expected to continue to negatively affect our revenues and opportunity
for growth.




DIAL AROUND
SERVICES.




We
compete with long distance carriers that provide dial around services that can
be accessed through our payphones. The popularity of these services is
increasing, and the use of these services reduces the fees we receive for long
distance calls placed from our phones.




WE
DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.




We have
never declared or paid any cash dividend on our capital stock. We currently
intend to retain any future earnings and do not expect to pay any dividends in
the foreseeable future. Any determination to pay dividends in the future will be
made at the discretion of our board of directors and will depend on our results
of operations, financial conditions, contractual restrictions, restrictions
imposed by applicable law and other factors our board deems relevant.
Shareholders must be prepared to rely on sales of their common stock after price
appreciation to earn an investment return, which may never occur. If our common
stock does not appreciate in value, or if our common stock loses value, our
stockholder may lose some or all of their investment in our shares.




ITEM 2.  PROPERTIES.




We utilize the office of our president on a rent free
basis, and therefore we have no lease. Our tangible property consists of office
equipment, inventory and supplies for repairing and replacing our payphones that
are in service. This property is located in Saxonburg,
Pennsylvania.




ITEM 3.LEGAL
PROCEEDINGS.




Not
Applicable.


11




ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.




Not
Applicable.




PART II




ITEM
5. MARKET FOR REGISTRANTS RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
PURCHASES OF EQUITY SECURITIES.


(a)
            MARKET
      INFORMATION. The Company's common stock is traded on the OTC Bulletin
      Board




(b)
            HOLDERS.
      As of December 31, 2007, there were approximately 308 record holders of
      49,632,222 shares of the Company's common
stock.




(c)
            DIVIDEND
      POLICY. We have not declared or paid any cash dividends on our common
      stock and we do not intend to declare or pay any cash dividend in the
      foreseeable future.  The payment of dividends, if any, is within
      the discretion of our Board of Directors and will depend on our earnings,
      if any, our capital requirements and financial condition and such other
      factors as our Board of Directors may
consider.




(d)
            SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. We have not
      authorized the issuance of any of our securities in connection with any
      form of equity compensation plan.




(e)
            RECENT
      SALE OF UNREGISTERED SECURITIES.  During the year ended December
      31, 2007, we did not have any sales of securities that were not registered
      under the Securities Act of 1933, as
amended.




ITEM 6.SELECTED FINANCIAL
DATA.




Not
Applicable.




ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS




Forward
Looking Statements




Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:





-
            discuss
      our future expectations;-
            contain
      projections of our future results of operations or of our financial
      condition; and-
            state
      other "forward-looking"
information.




We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."




Organization
and Basis of Presentation




We are
currently a provider of both privately owned and company owned payphones
(COCOT’s) and stations in Pennsylvania. The Company receives revenues from the
collection of the payphone coinage, a portion of usage of service from each
payphone and a percentage of long distance calls placed from each payphone from
the telecommunications service providers. In addition, the Company also receives
revenues from the service and repair of privately owned payphones, sales of
payphone units and the sales of prepaid phone cards.


12




Critical Accounting
Policies




The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated financial statements and accompanying
notes. We base our estimates and judgments on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change, and the best
estimates and judgments routinely require adjustment. The amounts of assets and
liabilities reported in our consolidated balance sheet, and the amounts of
revenues and expenses reported for each of our fiscal periods, are affected by
estimates and assumptions which are used for, but not limited to, the accounting
for allowance for doubtful accounts, goodwill and intangible asset impairments,
restructurings, inventory and income taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions and estimates used in the preparation of our
consolidated financial statements.




Revenue Recognition
Policies




The
Company derives its primary revenue from the sources described below, which
includes dial around revenues, coin collections, and telephone equipment repairs
and sales. Other revenues generated by the company include, phone card sales,
and commissions.




Dial
around revenues are generated from calls to gain access to a different long
distance carrier than is already programmed into the phone. Revenues from dial
around calls are recorded based upon estimates until the coin collection
revenues are generated when callers deposit coins into the phones to make calls.
Coin revenues are recorded in an amount equal to the coins
collected.  Revenues on commissions, phone card sales, and telephone
equipment repairs and sales are realized when the services are
provided.




Comparison of Results of
Operations for the Fiscal Years Ended December 31, 2007 and
2006


Revenues




Our total
revenue increased by $8,177 or approximately 13%, from $63,114 in the twelve
months ended December 31, 2006 to $71,291 in the twelve months ended December
31, 2007. This increase was primarily attributable to the increase of dial
around revenue.





Our
commissions increased by $1,241 or approximately 23.2%, from $5,350 in the
twelve months ended December 31, 2006 to $6,591 in the twelve months ended
December 31, 2007. This increase was primarily due to an increase in long
distance phone calls derived from advertisements on our network of
payphones.




Our coin
call revenues decreased by $1,301 or approximately 14.1%, from $9,217 in the
twelve months ended December 31, 2006 to $7,916 in the twelve months ended
December 31, 2007. The decrease in coin call revenue was primarily attributable
to the reduced number of payphones we operated coupled with the increased
competition from wireless communication services. We reduced our network of
payphones approximately 25%.




Our
non-coin call revenue, which is comprised primarily of dial-around revenue
increased $8,089 approximately 69% from $11,719 in the twelve months ended
December 31, 2006 to $19,808 in the twelve months ended December 31, 2007. This
increase was primarily attributable to an increase in toll free calling more
customers were making 800 calls during this time period.




Service
& Repair Sales increased by $148 when compared to the same period in
2006.




Cost of
Revenues




Our
overall cost of sales decreased in the twelve months ending December 31, 2007 by
$32,493 or approximately 33.8% when compared to the twelve months ending
December 31, 2006. This decrease in our overall cost is primarily due to assets
being fully depreciated in 2007.




Our
telecommunication costs decreased by $8,270 when compared to the same period in
2006. This decrease is primarily attributable to fewer
payphones.


13




Depreciation
expense decreased by $23,672 when compared to the same period in 2006. This
decrease is due to certain assets being fully depreciated.




Our cost
of sales for repairs, service, travel and supplies decreased by $551 a direct
result of the management team’s ongoing efforts to reduce cost.




Operating
Expenses




Operating
expenses decreased by $49,133 or approximately 33.4% over the same period in
2006. This decrease was primarily attributable to a decrease in rent due to an
allocation entry made with a related party in prior year that was not made in
current year.




Salaries
and related payroll taxes decreased by $13,988 when compared to the same period
in 2006. This decrease was due to a decrease in salary to one
employee.




Our
insurance expense decreased by $4,343 when compared to the same fiscal period
2006. This decrease was primarily attributable to an allocation entry made with
a related party in prior year that was not made in current year.




Rent
decreased by $31,522 when compared to 2006. This decrease was primarily
attributable to an allocation entry made with a related party in prior year that
was not made in current year.




Professional
fees increased by $6,531 over 2006. These are fees we pay to accountants and
attorneys throughout the year for performing various tasks.




Our
telephone, utilities, office, and vehicle expenses, together account for a
decrease of $6,343 when compared to the same period ending December 31,
2006.




Interest
Expense




Interest
expense increased for the fiscal year ended December 31, 2007 to $23,185 from
$2,983 for the fiscal year ended December 31, 2006. This increase was due to
more interest-rate debt.




Net Loss from
Operations




We had
net loss of $110,321 for the fiscal year ended December 31, 2007 as compared to
a net loss after taxes of $183,124 for the fiscal year ended December 31, 2006.
This decrease was due to a decrease in operating expenses for the year ended
December 31, 2007.




Liquidity and Capital
Resources




Our
primary liquidity and capital resource needs are to finance the costs of our
operations.




As of
December 31, 2007, we had $0 cash on hand, compared to $0 as of December 31,
2006.




We
believe that we will continue to need investing and financing activities to fund
operations.




Net cash
used in operating activities was $58,597 during the twelve-month period ended
December 31, 2007, mainly representative of the net loss incurred during 2007.
This compares to net cash used in operating activities of $15,258 for the
twelve-month period ended December 31, 3006.




Net cash
provided by investing activities was $6,160 during twelve-month period ended
December 31, 2007, mainly representing the proceeds received from the sale of
equipment. This compares to net cash provided by investing activities of $0 for
the twelve-month period ended December 31, 2006.


14




Net cash
provided by financial activities was $52,438 during twelve-month period ended
December 30, 2007, mainly representing the proceeds from related party notes.
This compares to net cash provided by financing activities of $12,967 for the
twelve-month period ended December 31, 2006 due to proceeds from related party
notes of $11,615.




Our
expenses to date are largely due to professional fees and the cost of sales for
telephone communication costs.




We
believe that our results of operations will provide us with the necessary funds
to satisfy our liquidity needs for the next 12 months. To the extent they are
not, however, our principal stockholders have agreed to fund our operations for
the next twelve-month period and beyond.




Working
Capital




As of
December 31, 2007, we had total assets of $7,174 and total liabilities of
$260,462, which results in working deficit of $(253,288) as compared to total
assets of $10,866 and total liabilities of $303,876 resulting in a working
deficit of $(293,010) as of December 31, 2006.




ITEM 7A.  QUANTATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




Not
Applicable.




ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.






15





NB
Telecom, Inc.
 -:-
 
 INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS' REPORT
 
 DECEMBER
31, 2007
          16
 
 
 
 
 
 CONTENTS
 
 
 PageIndependent
      Registered Public Accountants' Report
              F -
      1Balance
      SheetsDecember
      31, 2007 and December 31, 2006
              F -
      3Statements
      of OperationsFor
      the years ended December 31, 2007 and 2006
              F -
      4Statement
      of Stockholders' EquityFor
      the Years Ended December 31, 2007 and 2006
              F -
      6Statements
      of Cash FlowsFor
      the years Ended December 31, 2007 and 2006
              F -
      7Notes
      to Financial Statements
              F –
      8





17




ROBISON,
      HILL & CO.
              
              
              
              Certified
      Public AccountantsA
      PROFESSIONAL CORPORATIONBRENT
      M. DAVIES, CPADAVID
      O. SEAL, CPAW.
      DALE WESTENSKOW, CPABARRY
      D. LOVELESS, CPASTEPHEN
      M. HALLEY, CPA
 
  
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
 
 NB
Telecom, Inc.
 
 
 We have
audited the accompanying balance sheets of NB Telecom, Inc  as of
December 31, 2007, and 2006, and the related statements of operations, and cash
flows for the years ended December 31, 2007, and 2006, and the statement of
stockholder’s equity since for the years ended December 31, 2007
and.  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 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 also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of NB Telecom, Inc as of December 31,
2007, and 2006 and the results of its operations and its cash flows for the
years ended December 31, 2007, and 2006, in conformity with accounting
principles generally accepted in the United States of America.
            
 F -
1
       The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has incurred net losses of approximately $760,000, has a
liquidity problem, which 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 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 \s\ Robison,
Hill & Co.
 Certified Public
Accountants
 Salt Lake
City, Utah
 April 15,
2008
     F -
2
  NB
      TELECOM, INC.BALANCE
      SHEETSDecember
      31,2007
                
                
                2006CURRENT
      ASSETSCash
                
                $
                -
                
                
                $
                -Commissions
      and Sales Receivable, Net
                
                
                6,820
                
                
                
                1,223Inventory
                
                
                324
                
                
                
                -Prepaid
      Expenses and Other Current Assets
                
                
                30
                
                
                
                300TOTAL
      CURRENT ASSETS
                
                
                7,174
                
                
                
                1,523FIXED
      ASSETSTelephone
      and Office Equipment
                
                
                202,652
                
                
                
                213,244Vehicle
                
                
                11,634
                
                
                
                11,634214,286
                
                
                
                224,878Less:
      Accumulated Depreciation
                
                
                (214,286
                )
                
                
                (215,535
                )Net
      Fixed Assets
                
                
                -
                
                
                
                9,343TOTAL
      ASSETS
                
                $
                7,174
                
                
                $
                10,866LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
                
                $
                183,763
                
                
                $
                136,342Accrued
      Expenses
                
                
                1,186
                
                
                
                255Bank
      Overdraft
                
                
                1,433
                
                
                
                1,352Related
      Party Payable
                
                
                -
                
                
                
                144,203Notes
      Payable Related Party
                
                
                74,080
                
                
                
                21,724TOTAL
      CURRENT LIABILITIES
                
                
                260,462
                
                
                
                303,876TOTAL
      LIABILITIES
                
                
                260,462
                
                
                
                303,876STOCKHOLDERS'
      EQUITYCommon
      Stock, .0001 par value 100,000,000 shares authorized,49,632,222
      shares issued and outstanding at December 31, 2007 and
2006
                
                
                4,963
                
                
                
                4,963Additional
      Paid in Capital
                
                
                501,474
                
                
                
                351,431Retained
      Earnings
                
                
                (759,725
                )
                
                
                (649,404
                )TOTAL
      STOCKHOLDERS' EQUITY
                
                
                (253,288
                )
                
                
                (293,010
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                7,174
                
                
                $
                10,866The
      accompanying notes are an integral part of these financial
      statements.
  F -
3
   NB
      TELECOM, INC.STATEMENT
      OF OPERATIONSFor
      the TwelveMonths
      EndedDecember
      31,2007
                
                
                2006SALESCommissions
                
                $
                6,591
                
                
                $
                5,350Coin
      Collections
                
                
                7,916
                
                
                
                9,217Dial
      Around
                
                
                19,808
                
                
                
                11,719Service
      and Repair Sales
                
                
                36,976
                
                
                
                36,828Total
      Sales
                
                
                71,291
                
                
                
                63,114COST
      OF SALESTelecommunications
      Costs
                
                
                54,228
                
                
                
                62,498Repairs
      and Service Supplies
                
                
                -
                
                
                
                551Depreciation
                
                
                9,342
                
                
                
                33,014Total
      Cost of Sales
                
                
                63,570
                
                
                
                96,063Gross
      Profit
                
                
                7,721
                
                
                
                (32,949
                )(Continued)
  F -
4
  NB
      TELECOM, INC.STATEMENT
      OF OPERATIONS(Continued)For
      the TwelveMonths
      EndedDecember
      31,2007
                
                
                2006OPERATING
      EXPENSESDirector
      Compensation
                
                $
                300
                
                
                $
                -Insurance
                
                
                -
                
                
                
                4,343Licenses
                
                
                100
                
                
                
                100Office
      Expense
                
                
                5,691
                
                
                
                3,485Payroll
      Wages and Taxes
                
                
                25,542
                
                
                
                39,530Professional
      Fees
                
                
                62,753
                
                
                
                56,222Rent
                
                
                983
                
                
                
                32,505Telephone
                
                
                -
                
                
                
                6,242Travel
      and Entertainment
                
                
                232
                
                
                
                -Vehicle
      Expenses
                
                
                2,283
                
                
                
                4,590Total
      Operating Expenses
                
                
                97,884
                
                
                
                147,017Total
      Operating Loss
                
                
                (90,163
                )
                
                
                (179,966
                )OTHER
      INCOME (EXPENSE)Gain
      (Loss) on Sale of Equipment
                
                
                6,160
                
                
                
                -Bad
      Debt Expense
                
                
                (2,398
                )
                
                
                -Interest
      Expense
                
                
                (23,185
                )
                
                
                (2,983
                )Total
      Other Income (Expense)
                
                
                (19,423
                )
                
                
                (2,983
                )Net
      Loss Before Taxes
                
                
                (109,586
                )
                
                
                (182,949
                )Federal
      Tax
                
                
                (735
                )
                
                
                (175
                )NET
      LOSS
                
                $
                (110,321
                )
                
                $
                (183,124
                )Net
      Loss per Common Share
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      Common Shares Outstanding
                
                
                49,632,222
                
                
                
                49,632,222The
      accompanying notes are an integral part of these financial
      statements.
  F -
5
  NB
      TELECOM, INC.STATEMENT
      OF STOCKHOLDERS' EQUITYCommon
      Stock
                
                
                
                
                
                Additional
      Paid
                
                
                RetainedShares
                
                
                Amount
                
                
                In
      Capital
                
                
                EarningsBalance  as
      of January 1, 2005
                
                
                49,632,222
                
                
                $
                4,963
                
                
                $
                351,431
                
                
                $
                (376,780
                )Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (89,500
                )Balance  as
      of December 31, 2005
                
                
                49,632,222
                
                
                
                4,963
                
                
                
                351,431
                
                
                
                (466,280
                )Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (183,124
                )Balance
      as of December 31, 2006
                
                
                49,632,222
                
                
                
                4,963
                
                
                
                351,431
                
                
                
                (649,404
                )Contributed
      Capital
                
                
                
                
                
                
                
                
                
                
                150,043
                
                
                
                -Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (110,321
                )Balance
      at December 31, 2007
                
                
                49,632,222
                
                
                
                4,963
                
                
                
                501,474
                
                
                $
                (759,725
                )The
      accompanying notes are an integral part of these financial
      statements.
  
 F -
6




NB
      TELECOM, INC.STATEMENT
      OF CASH FLOWSFor
      the Years EndedDecember
      31,2007
              
              
              2006Cash
      Flows From Operating Activities:Net
      Loss
              
              $
              (110,321
              )
              
              $
              (183,124
              )Adjustments
      to reconcile net loss to netcash
      provided by (used in) operating activities:Depreciation
      Expense
              
              
              9,342
              
              
              
              33,014Bad
      Debt Expense
              
              
              2,398
              
              
              
              -(Gain)
      Loss on Sale of Equipment
              
              
              (6,160
              )
              
              
              -(Increase)
      Decrease in Commission and Sales Receivables
              
              
              (7,995
              )
              
              
              12,941(Increase)
      Decrease in Inventory
              
              
              (324
              )
              
              
              1,251(Increase)
      Decrease in Prepaid and Other Current Assets
              
              
              270
              
              
              
              (270
              )Increase
      (Decrease) in Accounts Payable
              
              
              47,421
              
              
              
              70,268Increase
      (Decrease) in Accrued Expenses
              
              
              931
              
              
              
              256Increase
      (Decrease) in Related Party Payable
              
              
              5,841
              
              
              
              50,406Net
      cash used in operating activities
              
              
              (58,597
              )
              
              
              (15,258
              )Cash
      Flows From Investing Activities:Proceeds
      from Sale of Equipment
              
              
              6,160
              
              
              
              -Net
      cash provided by investing activities
              
              
              6,160
              
              
              
              -Cash
      Flows From Financing Activities:Proceeds
      from (Payments on) Bank Overdraft
              
              
              82
              
              
              
              1,352Contribution
      of Additional Paid in Capital
              
              
              -Proceeds
      from Related Party Notes
              
              
              52,356
              
              
              
              11,615Net
      cash provided by financing activities
              
              
              52,438
              
              
              
              12,967Net
      Increase (Decrease)  in cash
              
              
              1
              
              
              
              (2,291
              )Cash
      - Beginning of Period
              
              
              -
              
              
              
              2,291Cash
      - End of Period
              
              $
              1
              
              
              $
              -Supplemental
      Disclosures of Cash Flow Information:Cash
      Paid During The Year For:Interest
              
              $
              (23,185
              )
              
              $
              (2,983
              )Income
      Taxes
              
              $
              (735
              )
              
              $
              (175
              )Supplemental
      Disclosure of Non-Cash Investing and Financing ActivitiesDebt
      converted to paid in capital
              
              $
              150,043
              
              
              $
              -The
      accompanying notes are an integral part of these financial
      statements.


F -
7


NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
1.                      
Nature of Business and Summary of Significant Accounting Policies
 
 Organization
 
 NB
Telecom, Inc. (the “Company”) was originally incorporated as NB Payphones Ltd.
under the laws of the state of Pennsylvania on November 16, 1999. On December
27, 2005 we migrated our state of organization to the state of Nevada and
effective March 23, 2006, our name changed to NB Telecom, Inc.
 
 Nature
of Business
 
 NB
Telecom, Inc. is currently a provider of both privately owned and company owned
payphones (COCOT’s) and stations in Pennsylvania. The Company receives revenues
from the collection of the payphone coinage, a portion of usage of service from
each payphone and a percentage of long distance calls placed from each payphone
from the telecommunications service providers. In addition, the Company also
receives revenues from the service and repair of privately owned payphones,
sales of payphone units and the sales of prepaid phone cards.
 
 Nature
of Operations and Going Concern
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates the Company as a going concern.  However, the Company has
a retained deficit of approximately $760,000.  The company has a
current ratio of .028 for the period ended December 31, 2007, and has a deficit
in stockholders’ equity.   The Company’s ability to continue as a
going concern is dependent upon obtaining the additional capital as well as
additional revenue to be successful in its planned activity.  The
Company is actively pursuing alternative financing and has had discussions with
various third parties, although no firm commitments have been
obtained.  In the interim, shareholders of the Company have committed
to meeting its minimal operating expenses.  Management believes that
actions presently being taken to revise the Company’s operating and financial
requirements provide them with the opportunity to continue as a going
concern.
 
 These
financial statements do not reflect adjustments that would be necessary if the
Company were unable to continue as a “going concern”.  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the “going
concern” assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
 
 If the
Company were unable to continue as a “going concern”, then substantial
adjustments would be necessary to the carrying values of assets, the reported
amounts of its liabilities, the reported revenues and expenses, and the balance
sheet classifications used.
 
  F -
8
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
1.                      
Nature of Business and Summary of Significant Accounting Policies
(Continued)
 
 Summary
of Significant Accounting Policies
 
 This
summary of accounting policies for NB Telecom, Inc. is presented to assist in
understanding the Company's financial statements.  The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
 
 Management
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 Concentrations
of Credit Risk
 
 The
Company’s payphones are located primarily in Pennsylvania and usage of those
phones may be affected by economic conditions in those areas.  The
company has experienced about a 30% drop in revenue’s, due to increased
competition from other payphone providers and increase usage of wireless
communications.
 
 The
Company maintains cash balances with a financial institution insured by the
Federal Deposit Insurance Corporation up to $100,000. There are no uninsured
balances at December 31, 2007 and 2006.
 
 Cash
and Cash Equivalents
 
 The
Company considers all highly liquid instruments with a maturity of three months
or less when purchased to be cash equivalents for purposes of classification in
the balance sheets and statement of cash flows. Cash and Cash equivalents
consists of cash in bank (checking) accounts.
 
 Allowance
for Doubtful Accounts
 
 The
Company considers accounts receivable to be fully collectible; accordingly, no
allowance for doubtful accounts is required. If amounts become uncollectible,
they will be charged to operations when the determination is made. Bad debt
expense was $2,398 for the year ended December 31, 2007.
 
 Fixed
Assets and Depreciation
 
 Fixed
assets are stated at cost. Depreciation is calculated on a straight-line basis
over the useful lives of the related assets, which range from five to seven
years.
  F -
9
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
1.                      
Nature of Business and Summary of Significant Accounting Policies
(Continued)
 
 Summary
of Significant Accounting Policies (Continued)
 
 Financial
Instruments
 
 The
Company’s financial assets and liabilities consist of cash, accounts receivable,
inventory, and accounts payable. Except as otherwise noted, it is management’s
opinion that the Company is not exposed to significant interest or credit risks
arising from these financial instruments. The fair values of these financial
instruments approximate their carrying values due to the sort-term maturities of
these instruments.
 
 Income
Taxes
 
 Income
taxes are accounted for in accordance with Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes”. Under SFAS No. 109, deferred
income taxes are recognized using the asset and liability method by applying tax
rates to cumulative temporary differences based on when and how they are
expected to affect the tax return. Deferred tax assets and liabilities are
adjusted for income tax rate changes.
 
 Reclassification
 
 Certain
reclassifications have been made in the 2006 financial statements to conform to
the December 31, 2007 presentation
 
 Net
(Loss) per Common Share
 
 Net loss
per common share has been calculated by taking the net loss for the current
period and dividing by the weighted average shares outstanding at the end of the
period.  There were no common equivalent shares outstanding at
December 31, 2007 and 2006
 
 Revenue
Recognition
 
 The
Company derives its primary revenue from the sources described below, which
includes dial around revenues, coin collections, and telephone equipment repairs
and sales. Other revenues generated by the company include, phone card sales,
and commissions.
 
 Dial
around revenues are generated from calls to gain access to a different long
distance carrier than is already programmed into the phone. Revenues from dial
around calls are recorded based upon estimates until the coin collection
revenues are generated when callers deposit coins into the phones to make calls.
Coin revenues are recorded in an amount equal to the coins
collected.  Revenues on commissions, phone card sales, and telephone
equipment repairs and sales are realized when the services are
provided.
 
  F -
10
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
1.                      
Nature of Business and Summary of Significant Accounting Policies
(Continued)
 
 Summary
of Significant Accounting Policies (Continued)
 
 Expense
Allocation
 
 The
Company was part of a consolidated entity, USIP.Com, Inc until the effective
date of the spin off of August 24, 2007. Expenses related to Insurance, Rent and
Professional Fees were allocated proportionately to their business activities.
The allocation was determined by the percentage of total expenses per each
company to total expenses per the consolidated. Then the Insurance, Rent and
Professional Fees were allocated to the companies based on this allocation
percentage. The Company felt this was the best indication of operations done by
the company. At the year ending December 31, 2006, the total expenses incurred
by USIP.com was $88,415. NB Telecom recorded extra expenses per the allocation
of $25,605 for the year ended December 31, 2006.  There was no
allocation required during 2007.
 
 Stock-Based
Compensation
 
 Effective
January 1, 2006, the company adopted the provisions of SFAS No. 123 (R)
requiring employee equity awards to be accounted for under the fair value
method. Accordingly, share-based compensation is measured at grant date, based
on the fair value of the award. Prior to June 1, 2006, the company accounted for
awards granted to employees under its equity incentive plans under the intrinsic
value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed by
SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as
amended. No stock options were granted to employees during the years ended
December 31, 2006, and 2005 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended December 31, 2007, and 2006. In
addition, no compensation expense is recognized under provisions of SFAS No. 123
(R) with respect to employees as no stock options where granted to
employees.
 
 Under the
modified prospective method of adoption for SFAS No. 123 (R), the compensation
cost recognized by the company beginning on June 1, 2006 includes (a)
compensation cost for all equity incentive awards granted prior to, but not
vested as of June 1, 2006, based on the grant-dated fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all equity incentive awards granted subsequent to June 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No, 123 (R). The company uses the straight-line attribution method to recognize
share-based compensation costs over the service period of the award. Upon
exercise, cancellation, forfeiture, or expiration of stock options, or upon
vesting or forfeiture of restricted stock units, deferred tax assets for options
and restricted stock units with multiple vesting dates are eliminated for each
vesting period on a first-in, first-out basis as if each vesting period was a
separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the dated of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3.  During the periods ended December 31, 2006 and 2005, no
stock
  F -
11
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
1.                      
Nature of Business and Summary of Significant Accounting Policies
(Continued)
 
 Summary
of Significant Accounting Policies (Continued)
 
 Stock-Based
Compensation (Continued)
 
 options
were granted to non-employees. Accordingly, no stock-based compensation expense
was recognized for new stock option grants in the Statement of Operations and
Comprehensive Loss at December 31, 2007 and 2006.
 
 Recent
Accounting Standards
 
 In
February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
provides companies with an option to report selected financials assets and
liabilities at fair value.  The objective of SFAS 159 is to reduce
both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  Generally accepted accounting principles have required
different measurement attributes for different assets and liabilities that can
create artificial volatility in earnings.  The FASB has indicated it
believes that SFAS 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities at
fair value, which would likely reduce the need for companies to comply with
detailed rules for hedge accounting.  SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFA No. 107,
“Disclosures about Fair Value of Financial Instruments.”SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008.  The adoption
of this pronouncement is not expected to have an impact on the Company’s
financial position, results of operations or cash flows.
 
 In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.
  F -
12
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
1.                      
Nature of Business and Summary of Significant Accounting Policies
(Continued)
 
 Summary
of Significant Accounting Policies (Continued)
 
 Recent
Accounting Standards (Continued)
 
 In
December 2007, the FASB issued No. 141(R),  “Business Combinations”
(“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.
 
 In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting.  This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.
 
 Note
2.                                Inventory
 
 Inventory
is valued at the lower of cost, determined on the first-in, first-out basis
(FIFO), or market value. Inventory consists of the following:
 
 December
      31, 2007
              
              
              December
      31, 2006Parts
      and Accessories
              
              $
              324
              
              
              $
              0
  F -
13
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
3 – Uncertain Tax Provisions
 
 Effective
January 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s financial position and results
of operations. At January 1, 2007, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest.
 
 Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest expense related to unrecognized tax benefits
during 2007.  In many cases the company’s uncertain tax positions are
related to tax years that remain subject to examination by relevant tax
authorities.
 
 With few
exceptions, the company is generally no longer subject to U.S. federal, state,
local or non-U.S. income tax examinations by tax authorities for years before
2004. The following describes the open tax years, by major tax jurisdiction, as
of January 1, 2007:
 
 United
      States (a)
              
              2004–
      Present
 
 (a) Includes federal as well as state
or similar local jurisdictions, as applicable.
 
 
 Note
4.                                Commissions
and Sales Receivable
 
 Commissions
and Sales Receivable consists of the following:
 
 December
      31, 2007
              
              
              December
      31
                2006Commissions
      Receivable
              
              $
              5,607
              
              
              $
              -Sales
      Receivable
              
              
              1,213
              
              
              
              1,223$
              $6,820
              
              
              $
              1,223
 
 Note
      5.
              Related
      Party Note
 
 The
Company has a note payable to Craig Burton, President of the
Company.  This note is payable on demand and carries an interest of
10%.  The outstanding principal on the note was $5,000 as of December
31, 2007 and December 31, 2006.  The accrued interest was $1,153 and
$570 as of December 31, 2007, December 31, 2006 respectively.
 
  F -
14
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
      5.
              Related
      Party Note (Continued)
 
 The
Company has a note payable with a relative of Joseph Passalaqua, Secretary of
the Company.  This note is due on demand and carries an interest of
10%. The outstanding principal on the note was $5,000 as of December 31, 2007
and December 31, 2006.  The accrued interest was $1,153 and $570 as of
December 31, 2007, December 31, 2006, respectively.
 
 The
Company has a note payable with Joseph Passalaqua, Secretary of the
Company.  This note has a due date of May 31, 2008 and carries an
interest of 15%.  A new note payable was issued January 27, 2007 and
carries interest of 10%.  Another new note was issued November 5, 2007
and carries interest of 10%. The outstanding principal on the notes was $57,200
and $10,000 as of December 31, 2007 and December 31, 2006,
respectively.  The accrued interest was $4,574 and $584 as of December
31, 2007 and December 31, 2006, respectively.
 
 Note
      6.
              Related
      Party Payable
 
 As of
December 31, 2006 the Company had payables due to USIP.Com, Inc., in the amount
of $143,588. As of December 31, 2007 the outstanding balance was converted to
paid in capital.
 
 As of
December 31, 2006 the Company had a payable due to Datone, Inc., in the amount
of $615.  As of December 31, 2007, the outstanding balance was
converted to paid in capital.
 
 Note
      7.
              Commitments
 
 As of
December 31, 2007, all activities of the Company have been conducted by
corporate officers from either their homes or business
offices.  Currently, there are no outstanding debts owed by the
company for the use of these facilities and there are no commitments for future
use of the facilities.
 
 Note
      8.
              Major
      Dial Around Compensation Providers
(Commissions)
 
 During
2007, the Company received approximately 95% of total dial around and zero-plus
compensation (commissions) from two providers.  The loss of these
providers would adversely impact the business of the Company.
 
 Note
      9.
              Income
      Taxes
 
 As of
December 31, 2006, the Company had a net operating loss carry forward for income
tax reporting purposes of approximately $397,997 that may be offset against
future taxable income through 2025.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carry-forwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same
amount.
  F -
15
  NB TELECOM,
INC.
 NOTES TO THE FINANCIAL
STATEMENTS
 
 Note
9.                                Income
Taxes (Continued)
 
 2007
              
              
              2006Net
      Operating Loss
              
              
              135,319
              
              
              
              183,124Valuation
      Allowance
              
              
              (135,319
              )
              
              
              (183,124
              )-
              
              
              
              -
 
 The
provision for income taxes differs from the amount computed using the federal US
statutory income tax rate as follows:
 
 2007
              
              
              2006Provision
      (Benefit) at US Statutory Rate
              
              
              (37,509
              )
              
              
              (62,262
              )Other
      Differences
              
              
              (10,296
              )
              
              
              (246
              )Increase
      (Decrease) in Valuation Allowance
              
              
              47,805
              
              
              
              62,508-
              
              
              
              -
  
  The
Company evaluates its valuation allowance requirements based on projected future
operations. When circumstances change and causes a change in management's
judgment about the recoverability of deferred tax assets, the impact of the
change on the valuation is reflected in current income.
 
 Note
10.                      Merger
and Spinoff
 
 On  December  27,  2005
the  Company  signed  an  Agreement  and
Plan of  Merger
("Agreement")  with  NB  Telecom,   Inc.,  ("Telecom")  a  newly  formed  Nevada
corporation.  Under the terms of the proposed Merger the Company shall
be merged into Telecom, with Telecom continuing as the surviving
corporation.  The Merger became effective as of March 23, 2006. The
SEC granted effectiveness for NB Telecom August 24, 2007.
 
 The
financial statements present only the accounts of NB Telecom, Inc. which was a
wholly owned subsidiary of USIP.COM, Inc. until the spin off effective date of
August 24. The spin-off is accounted for as a recapitalization of the Company,
accordingly the financial statements are restated to reflect the 49,632,222
shares outstanding after the spin-off in all periods presented.
 
 Note
11-                      
Common Stock Transactions
 
 The spin
off from USIP was effective August 24, 2007 which resulted in 49,632,222 shares
being issued at $.0001 per share.  This change has been accounted for
retro actively.
 
 
  F -
16


ITEM 9.  CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL
DISCLOSURE.





None.





ITEM 9A(T).  CONTROLS AND
PROCEDURES.




This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
Company’s registered public accounting firm due to a transition period
established by Rules of the Securities and Exchange Commission for newly public
companies.





ITEM 9B.  OTHER
INFORMATION.





None.




PART
III




ITEM 10.DIRECTORS EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE.




MANAGEMENT




The
following persons shall serve in the following capacities for one year or until
their respective successors are elected and qualified:


Name
            Age
            PositionPaul
      Kelly
            60
            President
      and DirectorCraig
      Burton
            44
            Secretary
      and DirectorLeonard
      J. Battaglia
            41
            Director




Paul
Kelly is the President and a Director of the Company, and has held this position
since December, 2005. Mr. Kelly has served as a service representative and
maintenance technician for NB Telecom since November, 1999. Mr. Kelly served in
the U.S. Navy from 1963 to 1966 and he graduated from Freeport High School,
located in Freeport, Pennsylvania in 1963.




Craig
Burton is the Secretary and a Director of the Company, and he has held these
positions since December, 2005. Mr. Burton attended the University of South
Carolina-Coastal and was a licensed real estate agent in the State of New York.
He began working in marketing for a long distance carrier in 1996 and in 1999,
Mr. Burton became Director of Marketing for Datone Communications, Inc., an
owner of payphones and distributor of prepaid calling cards. Datone was acquired
by USIP in January, 2000, and it has been a wholly owned subsidiary of USIP
since that date. Mr. Burton currently serves as President and a Director of USIP
and he has held these positions since January 31, 2000.




Leonard
J. Battaglia is a Director of the Company, and has held this position since
December, 2005. Mr. Battaglia attended New York Institute of
Technology.  His background includes Real Estate development in New
York City.  He also has had an extensive background in Marketing and
Sales for several Telecommunication Companies.  Since 1998 Mr.
Battaglia has held the position of Vice President and CEO of Seven Ocean
Enterprise, Inc., a manufacturer of telecommunication equipment and products,
located in Queens, New York.




Section
16(a) Beneficial Ownership Reporting Compliance.




Section 16(a)
of the Exchange Act requires the Company's directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company's securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.


34




Based
solely on the Company's review of the copies of the forms received by it during
the fiscal year ended December 31, 2007 and representations that no
other reports were required, the Company believes that no persons who, at any
time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of the Company's common stock failed to comply with all
Section 16(a) filing requirements during such fiscal year.




Code
of Ethics




We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we are not a member
of any exchange that would require such a code.




Nominating
Committee




We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.




Audit
Committee






Our Board
of Directors acts as our audit committee. We do not have a qualified financial
expert at this time, because we have not been able to hire a qualified
candidate. Further, we believe that we have inadequate financial resources at
this time to hire such an expert.




ITEM
11.    EXECUTIVE
COMPENSATION




The
following is a summary of the compensation paid to our executive officers for
the two years ending December 31, 2007.


SUMMARY
      COMPENSATION TABLEName
      and Principal Position
            Year
            Salary
            Bonus
            Stock
      Awards
            Option
      Awards
            Nonequity
      Incentive Plan Compensation
            Nonqualified
      Deferred Compensation Earnings
            All
      Other Compensation
            Total
      ($)Paul
      Kelly
              President
            2006
            $33,448
            $0
            $0
            $0
            0
            $0
            $0
            $33,4482007
            $23,270
            $0
            $0
            $0
            0
            $0
            $0
            $23,270Craig
      Burton
            2006
            $0
            $0
            $0
            $0
            0
            $0
            $0
            $02007
            $0
            $0
            $0
            $0
            0
            $0
            $300
            $300









35




The
following is a summary of all options, unvested stock and equity incentive plans
for our Executive Officers for the year ending December 31, 2007.







OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOption
      Awards
            Stock
      AwardsName
            Number
      of Securities Underlying Unexercised Options Exercisable
            Number
      of Securities Underlying Un-Exercised Options
    Un-Exercisable
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
            Option
      Exercise Price
            Option
      Expiration Date
            Number
      of Shares or Units of Stock That Have Not Vested
            Market
      Value of Shares or Units of Stock That Have Not Vested
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested
            Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not VestedPaul
      Kelly
            0
            0
            0
            N/A
            N/A
            0
            0
            0
            0Craig
      Burton
            0
            0
            0
            N/A
            N/A
            0
            0
            0
            0




The
following is a summary of the compensation paid to our Directors for the period
ending December 31, 2007.







DIRECTOR
      COMPENSATIONName
            Fees
      Earned or Paid in Cash
            Stock
      Awards
            Option
      Awards
            Non-Equity
      Incentive Plan Compensation
            Nonqualified
      Deferred Compensation Earnings
            All
      Other Compensation
            TotalPaul
      Kelly
            23,270
            0
            0
            0
            0
            0
            23,270Craig
      Burton
            300
            0
            0
            0
            0
            0
            300Leonard
      J. Battaglia
            0
            0
            0
            0
            0
            0
            0







36




ITEM 12.SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.




The
following table sets forth information regarding the beneficial ownership of our
common stock as of December 31, 2007 by: (i) each person known by us to
beneficially own 5% or more of our outstanding shares of common stock, (ii) each
of our executive officers and directors, and (iii) all of our executive officers
and directors as a group. Except as otherwise indicated, all Shares are
beneficially owned, and investment and voting power is held by, the persons
named as owners.







Name and Address of Beneficial
      Owner
            Amount
      and Nature of Common Stock Beneficially Owned Before
    Spinoff
            Percentage
      Ownership of Common Stock(1)Paul
      Kelly
            0
            0%Craig
      Burton
            1,150,000
            2.3%Greenwich
      Holdings, LLC (2)
            36,560,106
            73.7%Leonard
      J. Battaglia
            100,000
            .2%All
      Officers and Directors as a Group (3 persons)
            1,250,000
            2.5%


___________________________________________________________________________________




(1)
            Based
      on 49,632,222 shares of common stock outstanding as of December 31,
      2007.




(2)
            Greenwich
      Holdings, LLC is a New York limited liability company that is owned by
      Joseph Passalaqua, a resident of Liverpool, New
  York.




ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPDENCE.




None.




ITEM 14.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES.




We became
a reporting Company when our registration statement became effective on July 20,
2007. Robison Hill & Company ("RHC") is the Company's independent registered
public accountant.




Audit
Fees




The
aggregate fees billed by RHC for professional services rendered for the audits
of our annual financial statements and reviews of financial statements included
in our quarterly reports on Form 10-QSB or services that are normally provided
in connection with statutory and regulatory filings were $13,855 for the fiscal
year ended December 31, 2007.




Audit-Related
Fees




The
aggregate fees billed by RHC for assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements were $0 for the fiscal year ended December 31,
2007.




Tax
Fees




The
aggregate fees billed by RHC for professional services for tax compliance, tax
advice and tax planning were $145 for the fiscal year ended December 31,
2007.


37




All
Other Fees




The
aggregate fees billed by RHC for other products and services were $0 for the
fiscal year ending December 31, 2007.




Pre-approval Policy




We do not
currently have a standing audit committee. The services described above were
approved by our Board of Directors.




ITEM 15.EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.





(a) Exhibits





Exhibit
            Description*3.1
            Certificate
      of Incorporation*3.2
            Amended
      and Restated Certificate of Incorporation*3.3
            By-laws*4.0
            Stock
      Certificate31.1
            Certification
      of the Company's Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-OxleyAct
      of 2002, with respect to the registrant's Annual Report on Form 10-KSB for
      the year endedDecember
      31, 2007.31.2
            Certification
      of the Company's Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-OxleyAct
      of 2002, with respect to the registrant's Annual Report on Form 10-KSB for
      the year endedDecember
      31, 2007.32.1
            Certification
      of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adoptedPursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            Certification
      of the Company's Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adoptedpursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002.


______________________________________


*
            Filed
      as an exhibit to the Company's registration statement on Form SB-2, as
      filed with the Securities and Exchange Commission on May 12, 2006, and
      incorporated herein by this
reference.





38


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.




NB
      TELECOM, INC.Dated:
      June 25 , 2008
            By:
            /s/Name:
            Paul
      KellyTitle:
            President,
      Chief Executive Officer and Director





In
accordance with the Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.




Title
            
            Date/s/
            
            President,
      Chief Executive Officer and Director
            
            June
      25 2008Paul
      Kelly/s/
            
            Secretary,
      Principal Financial Officer and Director
            
            June
      25 , 2008Craig
      Burton