UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-QSB
(Mark one)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended: March 31, 2008

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

For the transition period from ____________ to _____________

Commission file number: 0-26307

Nettel Holdings, Inc.
(Exact name of small business issuer as specified in its charter)

Florida	65-0827278
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)


12655 SW Center Street, Beaverton, Oregon	97005
(Address of principal executive offices)	(Zip Code)

360-369-6367
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the past 12 months ( or for such shorter period that the registrant was required to file such report (s), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
Common Stock, $.001 par value 53,679,833 shares outstanding as of March 31, 2008.
Transitional Small Business Disclosure Format: Yes __ No X

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	Page
Item 1. Financial Statements (Unaudited)	3
Item 2. Management's Discussion and Analysis
Item 3. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
Item 2. Changes in Security
Item 3. Default Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K

PART I FINANCIAL INFORMATION

Item 1. Financial Statements	Page
Unaudited Consolidated Balance Sheet as of March 31, 2008	3
Unaudited Consolidated Statements of Operations for the three-month periods ended March 31, 2008 and 2007	4
Unaudited Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2008 and 2007	5
Unaudited Notes to Consolidated Financial Statements	6

NETTEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET

MARCH 31, 2008

(Unaudited)


ASSETS
Current Assets:
Cash and cash equivalents	$	83,337
Accounts receivable, net		270,452
Prepaid telecommunication minutes		493,913
Total current assets		847,702

Property And Equipment, net		265,130
Deposits		6,804
Total assets	$	1,119,636

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	304,469
Payroll liabilities		51,430
Accrued expenses		90,062
Customer deposits		85,462
Note payable		165,000
Total current liabilities		696,423


STOCKHOLDERS’ EQUITY:
Preferred stock, $10 par value, 1,000 shares authorized, 1,000 shares issued and outstanding		10,000
Common stock, $0.001 par value; 250,000,000 shares authorized; 53,679,833 shares issued and outstanding		53,680
Additional paid-in-capital		13,138,182
Shares issued for Security Deposit on Equipment		(1,313,000	)
Shares issued for future purchases		(65,300	)
Accumulated deficit		(11,400,349	)
Total shareholders’ equity		423,213

Total liabilities and shareholders’ equity	$	1,119,636

The accompanying notes are an integral part of these unaudited consolidated financial statements

NETTEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

(Unaudited)

		2008			2007

Net revenues	$	5,894,167		$	5,045,711

Cost of revenues		5,573,196			4,786,813

Gross profit		320,971			258,898

Operating expense:
Research and development		363,938			1,378,974
Sales and marketing		-			46,500
General and administrative		208,016			700,695
Total operating expense		571,954			2,126,169

Operating loss		(250,983	)		(1,867,271	)

Other income (expense) O
Gain on extinguishment of debt		-			28,128
Interest expense		(4,882	)		(6,748	)
Total other income (expense)		(4,882	)		21,404

Net loss	$	(255,865	)	$	(1,845,867	)

Basic and diluted net loss per share * :	$	(0.05	)	$	(0.044	)

Basic and diluted weighted average shares outstanding		53,200,065			41,779,244


* Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.

The accompanying notes are an integral part of these unaudited consolidated financial statements

NETTEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

(Unaudited)


		2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(255,865	)	$	(1,845,867	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		16,283			18,204
Common stock issued for services		340,634			1,889,864
Gain on settlement of debt		-			(28,152	)
(Increase) decrease in current assets:
Accounts Receivables		(231,822	)		(109,201	)
Prepaid telecommunication minutes		201,094			(111,008	)
Deposits		-			(5,000	)
Increase (decrease) in current liabilities:
Accounts payable		155,959			(99,829	)
Accrued payroll and expenses		(5,997	)		(302	)
Customer deposits		(352,273	)		725,979

Net cash used in operating activities		(131,987	)		434,688


CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		-			(2,015	)


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(131,987	)		432,673
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		215,324			131,499

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	83,337		$	564,172


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	$	-		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common shares issued to	$	-		$	1,313,000
Common shares issued to extinguish debt		-			8,610

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

NETTEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

DESCRIPTION OF BUSINESS

NetTel Globalcommunication, Inc. (“NetTel”) was incorporated on December 10, 1999 in the state of Delaware. The Company began operations in March 2001 selling wireless communication devices and service activation with various providers. During 2002, the Company began refurbishing and reselling used computer equipment and providing retail internet access. In April 2003, the Company discontinued retail wireless and internet access sales, began selling used computer equipment.

On May 23, 2003, the NetTel entered into an Agreement of Merger with Nettel Holdings, Inc. (formerly Bio Standard Corporation), (“the Company”), a Florida corporation. Pursuant to the Merger Agreement, the Company issued 10,596,290 shares of its common stock to the NetTel’s shareholders in exchange for all the issued and outstanding shares of the NetTel’s common stock and issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction.

The merger of the Company with NetTel has been accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of NetTel obtained control of the consolidated entity. Accordingly, the merger of the two companies has been recorded as a recapitalization of the NetTel, with NetTel being treated as the continuing entity. The continuing company has retained December 31 as its fiscal year end.

Nettel Holdings, Inc., (“the Company”) was incorporated in the State of Florida on October 22, 1998. During 2002 the Company ceased all operations.

In October, 2003, the Company created a wholly owned subsidiary in the State of Delaware by the name of Entec Software, Inc. (“ENTEC”). There are currently no operations in ENTEC.

In October, 2005, the Company created another wholly owned subsidiary in the State of Delaware by the name of IPXC, Inc (“IPXC”). IPXC began operations in January 2007.

Business operations

The Company primary operations are the purchase of telecommunication minutes directly from in-country telecom companies and then resell these minutes to worldwide carriers. The Company’s software system routes minutes from buyer to seller and monitors systems loads and payment settlements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

Allowance for doubtful accounts

In determining the allowance to be maintained, management evaluates many factors including industry and historical loss experience. The allowance for doubtful accounts is maintained at an amount management deems adequate to cover estimated losses. Allowance for doubtful accounts is $106,399 at March 31, 2008.

Revenue Recognition

Revenue is recognized when earned. The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. The Company recognizes revenue from telecommunications and internet services as services are provided; the Company recognizes sales from equipment when, price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured.

Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Deferred revenue (customer deposits) as of March 31, 2008 is $85,462.

Cost of sales includes the cost of equipment sold and the cost of capacity for internet and wholesale minutes associated with the revenue recognized within the corresponding time period.

Payments to vendors for wholesale telecommunication minutes made prior to the delivery of service to customers are recorded as a prepaid. The prepaid balance as of March 31, 2008 is $493,913 and is included in prepaid expense in the accompanying financial statements.

Research and Development

Expenditures for software development costs and research are expensed as incurred. Such costs are required to be expensed until the point that technological feasibility is established. The period between achieving technological feasibility and the general availability of such software has been short. Consequently, costs otherwise capitalizable after technological feasibility is achieved are generally expensed because they are insignificant. The Company recorded research and development cost of $363,938 and $1,378,974 in the three-month periods ended March 31, 2008 and 2007, respectively.

Basic and diluted net loss per share

Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Segment Reporting

Statement of financial accounting standards No. 131, Disclosures about segments of an enterprise and related information (SFAS No. 131), which superseded statement of financial accounting standards No. 14, Financial reporting for segments of a business enterprise, establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographic areas and major customers. SFAS No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The Company allocates its resources and assesses the performance of its sales activities based upon revenue by product line and services. During the three month periods ended March 31, 2008 and 2007, the Company operated in a single segment.

Recent Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which is effective for fiscal years beginning after November 15, 2007, with its impact on non-financial assets and liabilities deferred until fiscal years beginning after November 15, 2008. This statement defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits all entities to choose, at a specified election date, to measure eligible items at fair value (the “fair value option”). This statement is effective for our fiscal year beginning December 30, 2007. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. This statement replaces SFAS 141. SFAS 141(R) expands the assets acquired and liabilities assumed which are measured at fair value as of the acquisition date, changes the method of recording contingent consideration and requires expensing of all acquisition-related costs as incurred. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARP No, 51. This statement replaces the term minority interest with noncontrolling interest and includes noncontrolling interest in the equity section of the financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. SFAS No. 161 amends and expands the disclosure requirement of SFAS No. 133 to enhance the understanding of how the derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flow. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 categorizes sources of accounting principles that are generally accepted in descending order of authority. The Company does not expect the adoption of this statement to have a material impact on the its consolidated financial position, results of operations or cash flows.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Nettel Holdings, Inc., (“the Company”) and its 100% wholly-owned subsidiaries NetTel Globalcommunication, Inc. (“NetTel”), Entec Software, Inc (“ENTEC”) and IPXC, Inc. (“IPXC”). All significant inter-company accounts and transactions have been eliminated in consolidation.

NOTES PAYABLE

In June 2006, the Company borrowed $225,000 from an individual for working capital. The note was due on July 1, 2007, is unsecured and has an annual interest rate of 12% on the unpaid principal balance. The Company repaid $60,000 on the principal balance in August 2007 and is in process of renewing the terms, and hence, the note has been classified as a current liability.

Interest expense for the note for the three-month periods ended March 31, 2008 and 2007 is $4,882 and $6,658, respectively.

STOCKHOLDERS' EQUITY

In January 2007, the Company issued 1,548,000 shares of Common Stock to consultants for services for a combined value of $169,830 and 41,000 shares of Common Stock with a value of $8,610 to repay a note payable and related interest payable. In February 2007, the Company issued 1,027,500 shares of Common Stock to consultants for services for a combined value of $655,150. In March 2007, the Company issued 1,854,715 shares of Common Stock to consultants for services for a combined value of $1,064,885.

In April 2007, the Company issued 2,427,000 shares of Common Stock to consultants for services for a combined value of $1,428,570 and 1,300,000 shares of Common Stock with a combined value of $793,000 as a deposit for the purchase of computer equipment. In May 2007, the Company issued 319,071 shares of Common Stock to consultants for services for a combined value of $161,571. In June 2007, the Company issued 605,000 shares of Common Stock to consultants for services for a combined value of $ $302,600 and 1,000,000 shares of Common Stock with a value of $520,000 as a deposit on the purchase of computer and other equipment. In September 2007, the Company issued 1,670,000 shares of Common Stock to consultants for services for a combined value of $651,300. In December 2007, the Company issued 60,000 shares of Common Stock to consultants for services for a combined value of $10,800. The valuation of shares was based upon market value of the shares at the time of the consummation of the transaction.

In January 2008, the Company issued shares of Common Stock to consultants for services for a combined value of $296,634. In February 2008, the Company issued shares of Common Stock to consultants for services for a combined value of $44,000. The valuation of shares was based upon market value of the shares at the time of the consummation of the transaction.

MAJOR CUSTOMERS

For the three-month period ended March 31, 2008, four customers provided 80% of the net revenues and three suppliers provided 64% of the cost of goods sold.

For the three-month period ended March 31, 2007, four customers provided 73% of the net revenues and four suppliers provided 73% of the cost of goods sold.

The receivable balances due from the customers were $188,322 and $111,341 at March 31, 2008 and 2007, respectively. The Company extends credit to its customers based upon its assessment of their credit worthiness and generally does not require collateral. The accounts payable balance due to the suppliers was $0 at March 31, 2008 and 2007.

COMMITMENTS

In May 2007, the Company entered into a two year lease for office space in Beaverton, Oregon. Total rent expense was $7,479 for the three-month period ended March 31, 2008. Lease commitments are as follows:

2008

$ 21,648

2009

3,608

GOING CONCERN

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated deficit of $11,400,349 including net losses of $255,865 and$1,845,867 for the three-month periods ended March 31, 2008 and 2007, respectively. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken various steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue on in the subsequent year. Management devoted considerable effort during the three-month period ended March 31, 2007, towards management of liabilities and improving the operations. The management believes that these actions will allow the Company to continue its operations through the next fiscal year.

Item 2. Management's Discussion and Analysis

Forward Looking Information

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" from liability for forward-looking statements. Certain information included in this Form 10-QSB and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by or on behalf of the Company) are forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions that are not statements of historical facts. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," "intends," "estimates," "forecast," "project" and similar expressions identify forward-looking statements.

Such forward-looking statements involve important risks and uncertainties, many of which will be beyond the control of the Company. These risks and uncertainties could significantly affect anticipated results in the future, both short-term and long-term, and accordingly, such results may differ from those expressed in forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, changes in external competitive market factors or in the Company's internal budgeting process which might impact trends in the Company's results of operations, unanticipated working capital or other cash requirements, changes in the Company's business strategy or an inability to execute its strategy due to unanticipated change in the industries in which it operates, and various competitive factors that may prevent the Company from competing successfully in the marketplace. Although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks and uncertainties, some of which are beyond our control, and are difficult to predict. Actual results could differ materially from those expressed in forward-looking statements.

Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management's view only as of the date of this report. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequence events or circumstances. Readers are also encouraged to review the Company's publicly available filings with the Securities and Exchange Commission.

General

On May 1, 2003, the Board of Directors declared a fifty to one reverse stock split of the Company's common stock. An amount equal to the par value of the common shares affected by the reverse split was transferred from the common stock account to the additional paid-in capital account. All references to number of shares, except shares authorized, and to per share information in the consolidated financial statements has been adjusted to reflect the reverse stock split on a retroactive basis.

On May 23, 2003, the Company entered into an Agreement of Merger with NetTel Globalcommunication, Inc. ("NetTel"), a Delaware corporation. Pursuant to the Merger Agreement, the Company issued 10,596,290 shares of its common stock to the NetTel's shareholders in exchange for all the issued and outstanding shares of the NetTel's common stock and issued 2,250,000 shares of its common stock to consultants facilitating the merger transaction.

At a board meeting duly called and held on May 23, 2003, authorized and approved the change of the name of the Company from Bio Standard Corporation to Nettel Holdings, Inc. The Company's new symbol "NTTL" became effective on May 23, 2003.

NetTel began operations in March 2001 selling wireless communication devices and service activation with various providers. During 2002, the Company began reselling used computer equipment and providing retail internet access. In April 2003, the Company discontinued retail wireless and internet access sales. Additionally, the Company began development of telecommunications software as well as a web security and financial software packages. In July 2003, the Company began marketing telecommunication minutes to a limited test market.

In October 2003, in response to requests from customers concerned about technical support and customer service, the Company suspended telecommunication sales and marketing efforts to upgrade the infrastructure. In August 2004 the Company began selling telecommunication minutes to the wholesale market using its upgraded technology to a limited test market.

In April 2005, the Company began providing service to major suppliers and carriers. In December 2005 the Company began renegotiating agreements with customers and suppliers to incorporate upgraded technology and payment terms. As a result of these negotiations, wholesale minute sales were significantly less for the three-month period ended March 31, 2006 than for the same period in 2005. In April 2006 agreements were finalized and sales and marketing proceeded.

The Company is currently pursuing four businesses areas:

Telecommunications Services

Wholesale Telecommunication Minute Sales

The Company purchases telecommunication minutes directly form in-country telecom companies and resells these minutes to worldwide carriers. The Company’s software system routes minutes from buyer to seller and monitors systems loads and payment settlements. We sell the majority of our minutes to tier 1 carriers worldwide.

Advanced Voice Order Processing

AVOP Direct acts as a single point of contact, posting the rate each carrier charges to terminate calls in its country and then offers those rates to all other carriers who wish to terminate the calls.

By joining AVOP Direct, carriers and service providers will be able to avoid the time and expense of negotiating and managing one-time agreements with other carriers or telecom providers.

AVOP Direct handles routing management, settlements, billing and administration, allowing carriers to save on staff and administration costs. Here are a few key features with AVOP Direct that set us apart from hard to deal with typical exchanges, and their procedures:

Any destinations posted on AVOP Direct can be purchased immediately.

Instant Financial Settlement for seller.

Buyers would be able to view not only the rates but also in real time ASR, PDD, ACD, and Voice Quality ratings. This is very important because most of the time, rate is not the only factor in deciding which carrier to purchase from. As long as the buyer maintains a positive account balance, they could at any time be able to immediately purchase and use any minutes that are posted in our exchanges.

We have made purchasing minutes from AVOP Direct very simple. To purchase any route listed on AVOP Direct, buyer would simply enter the Route ID + Country Code + City Code in to the dialing plan. Members will be able to view CDR in real time, review all account information, network information, and settlement data. They will now be able to furnish a computerized summation from start to finish!

Sales and marketing began in 2005.

Voice over Internet Protocal ("VoIP")

The Company is a cutting edge telephony company in the exploding VoIP industry. Planned products and services include residential and commercial long distance, prepaid calling card, PC to phone, unified messaging, and teleconferencing.

The VoipXchange.net division of the Company has partnered with major VoIP network termination partners worldwide to access their network infrastructure. This allows VoipXchange.net to provide high-quality, low-cost any-distance'' call termination to over 250 countries and territories. We operate our own, or in cooperation with other providers, a network of VoIP gateways throughout the world. These gateways are located mostly in difficult-to-reach countries or regions and provide local termination of international calls. VoipXchange.net offers this service to any international carrier, which is interested in reliable and inexpensive completion of its traffic to the VoipXchange.net's On-Net destinations.

Telecommunication Products and Service Summary:

Gateway Termination for ITSP

The Company plans to market its IP telephony services to other international long distance carriers and wholesale customers that have a need for large blocks of long distance telephone time between selected locations. Although margins at the wholesale level are lower than retail margins, the sale of blocks of long distance time to other carriers will enable The Company to generate revenues with only a limited number of Gateways installed. The company is in the process of pre-marketing its services and has identified several potential wholesale resellers of block minutes.

Broadband Telephone – Local Phone Services – Domestic and International Market

SIPZOO is a comprehensive global Broadband Telephone service. SIPZOO Broadband Telephone service uses a technology called Voice-over-IP to allow consumers to make and receive calls. However, with SIPZOO a computer is not required to make or receive the calls. The only requirement to use the service is a DSL or Cable Internet connection and an ATA (Analog Terminal Adapter). An ATA adapter can be provided by SIPZOO. To use the service the customer plugs one end of the ATA device into a telephone and the other end into the broadband service; the customer will immediately get a regular dial tone. SIPZOO provides customers with a local U.S telephone number which includes many call options such as Call Forwarding, Caller ID, Three-way calling, Call Transfer, Call Waiting, Call Return, , Speed Dial, Anonymous Call Rejection, Hunt group, and Voicemail

Unified Messaging – FaxZoo

To Receive Faxes: The customers receive a FaxZoo local U.S or International telephone number. Faxes received are automatically forwarded to the customer’s personal computer as an email attachment. The customer can also forward the email to a fax machine.

Receive Voice Messages: SIPZOO will automatically forward voice messages to the customer PC via email. The customer can listen to them on the computer over the internet.

Web to Fax: A web page enables registered users to fax from any browser from any location.

PC to Fax: PC to fax acts like a printer on the customer’s PC. PC to Fax enables the customer to fax any document they can print. PC to fax also provides for real-time status reporting of each fax sent on the customer’s PC and offers additional features such as an address book and resend capabilities.

Computer Equipment Sales

The Nettel Trading division of the Company is currently exporting qualified computer electronics equipment. During the past year, the Company established excellent connections and cooperative relations with over 1,000 companies in more than 40 countries and regions in the world. Through these important connections the Company plans to expand into other importing and exporting activities, but has no agreements or contracts at this time.

Global Clearinghouse for commodities

Tougi Global Clearinghouse (“Tougi”) is currently being developed by IPXC, Inc., a wholly owned subsidiary of Nettel, and will provides a real-time, safe, secure, and automated web-based platform for buyers and manufacturers to conduct business. Tougi will act as a middleman, protecting and assuring the buyer of receiving commodities as ordered. In turn, Tougi will protect the manufacturer by ensuring the payment is available to him immediately for the amount of products sold. Manufacturers will receive a daily settlement statement showing the number of products sold.

Tougi will handle all financial settlements, billing and administration, allowing manufacturers to save on time, staff and administration costs. Manufacturers can work with many buyers without having to develop and maintain various bilateral relationships. Buyers will now have access to the best rates on products without having to negotiate a contract separately with each manufacturer.

Software Programming

The Entec division is currently developing Accounting, Finance, Project Management, Inventory System, Database Management, Presentation Tools, E-mail, Voice Recognition, and Word Processing software that will have an entry level price point ranging from $9.95 to $49.95 U.S. dollars.

Entec Voice XML is a next generation telecom application service provider. The Company will provide customers with value-added voice services that are unique in their user utility, ease of application and use, presentation to users and cost advantage. Talking Technologies is making IVR technology more affordable and accessible to customers through standards-based technology. Talking Technologies next-generation IVR -- using VoiceXML enables companies to easily and quickly deploy automated phone services that can improve employee productivity, reduce costs, increase customer satisfaction, and create new revenue opportunities. This IVR allows companies to extend existing or new Web applications to be accessible by any phone at the lowest total cost of ownership. Entec games division is a developer of interactive entertainment software and technology for a variety of consoles and computer platforms.

RISK FACTORS

You should carefully consider the following risks relating to our business and our common stock, together with the other information described elsewhere in this Form 10-KSB. If any of the following risks actually occur, our business, results of operations and financial condition could be materially affected, the trading price of our common stock could decline, and you might lose all or part of your investment. We have experienced losses and we expect future losses and we may not become profitable.

We may not be able to expand our revenue and achieve profitability. Our future success depends on the growth in the use of the internet as a means of communications. If we fail to establish marketing relationships that provide us visibility, we may not be able to sufficiently increase our sales. We may be unable to manage our expansion and anticipated growth effectively. Intense competition could reduce our market share and harm our financial performance. Our network may not be able to accommodate our capacity needs. We face a risk of failure of computer and communications systems used in our business. Our computer systems and operations may be vulnerable to security breaches.

Our services may infringe on the intellectual property rights of others.

Operating internationally exposes us to additional and unpredictable risks.

Results of Operations

Three-Month Period Ended March 31, 2008 Compared to Three-Month Period Ended March 31, 2007

The Company's net revenue for the three-month period ended March 31, 2008 was $5,894,167 compared to $5,045,711 for the same period ended March 31, 2007. All revenues related to telecommunication sales.

Gross margin was 5.4 percent of revenue for the three-month period ended March 31, 2008 compared to 5.1 percent for the same period ended March 31, 200. Margins vary slightly depending on volume discounts and local markets.

Operating expenses consisting were $571,954 for the three-month period ended March 31, 2008 compared to $2,126,169 for the same period ended March 31, 2007. Research and development expense was $363,938 for the three-month period ended March 31, 2008 compared to $1,378,974 in the same period in 2007. These costs are primarily personnel costs for engineers developing and maintaining software. This decrease of $1,015,036 for the three months ended March 31, 2008 was the result of less system upgrades required in the first quarter of 2008. The Company implemented major upgrades in the first quarter of 2007 to accommodate the increase in sales beginning in the first quarter of 2007. Telecommunication sales for the fiscal year ended 2006 were $7,486,296 compared to $5,045,711 in the first quarter of 2007. The three-month period ended March 31, 2007 included a non-cash charge of $1,258,650 for the market value of the Company’s common stock issued for telecommunication consulting services. For the period ended March 31, 2007, sales and marketing expense were $46,500 which was a non-cash charge for the market value of the Company’s common stock issued for consulting services relating to market research as compared to $0 for the same period in 2008.

General and administrative expense was $208,016 in the period ended March 31, 2008 as compared $700,695 for the same period ended March 31, 2007. The $492,679 decrease in the three-month period ended March 31, 2008 resulted primarily from a decrease of $444,000 in investor relation expenses, a $32,000 decrease in the allowance for bad debts, a $9,000 decrease in rent expense related to the move to new office space in May 2007 and a $2,000 decrease in depreciation expense. The administrative expense for the first quarter of 2007 included a $584,715 non-cash charge for the market value of the Company’s common stock issued for consulting services relating to investor relations and research.

Liquidity and Capital Resources

For the three-month period ended March 31, 2008 the Company used $131,987 of cash from operations as compared to $434,688 of cash provided by operations for the same period in 2007. The use of cash in the first quarter of 2007 resulted from the loss of $255,865 and the changes in operating assets offset by non cash depreciation and common shares issued for services of $356,917. The change in operating assets included: an accounts receivable increase greater than the accounts payable increase and a decrease in customer deposits and deferred revenue which was greater than the decrease in prepaid deposits.

The $434,688 provided from operations for the three-month period ended March 31, 2007 was primarily attributable to the net loss of $1,845,867 off set by $1,889,864 of the Company’s common stock issued for services and a $725,979 increase in customer deposits offset by $225,000 increase in current assets and a $115,000 decrease in accounts payable and accrued expenses.

During the three-month period ended March 31, 2008 and March 31, 2007, the Company had no financing activities. The only investing activity during these periods was a $2,015 purchase of equipment in the three-month period ended march 31, 2007.

The Company has incurred an accumulated deficit as of March 31, 2008 of $11,400,349. As shown in the accompanying consolidated financial statements, the Company has incurred losses in the three-month period ended March 31, 2008. The future of the Company is dependent on its ability to generate cash from operations. There can be no assurance that the Company will be able to implement it current operating plan.

Item 3. Controls and Procedures

Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including its' President and Treasurer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the President and Treasurer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, there were no significant changes in the Company's internal controls or in other factors that could significantly affect the disclosure controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no legal proceedings pending against the Company and the Company is unaware of any such proceedings contemplated against it.

Item 2. Changes in Security

Not applicable.

Item 3. Default Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Form 8-K.

None.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the small business issuer has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nettel Holdings, Inc.

By: /s/ Michael Nguyen

Chief Executive Officer and Chief Financial Officer

Dated: May 21, 2008

Portland, Oregon

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 15 U.S.C. 78m (a) OR 78o (d)

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Michael Nguyen, the President, Chief Financial Officer and Director of Nettel Holdings, Inc. (the "Company"), certify that:

(1) I have reviewed this quarterly report on Form 10QSB of the Company;

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

(4) This Company's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(5) The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and

(6) The Company's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Michael Nguyen

President and Chief Financial Officer

Nettel Holdings, Inc.

May 21, 2008

Exhibit 32 CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), each of the undersigned officers of Creative Vistas, Inc., an Arizona corporation (the "Company"), does hereby certify with respect to the Quarterly Report of the Company on Form 10-QSB for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission (the "10-QSB Report") that:

(1)

the 10-QSB Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the 10-QSB Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 21, 2008

/s/ Michael Nguyen

President and Chief Financial Officer

Nettel Holdings, Inc.

NETTEL HOLDINGS INC 10-Q