UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~March~~June 3130, 2009

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

For the transition period from ______ to ______

Commission File No. 333-145134

~~WiTel~~Witel Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada (State or other Jurisdiction of Incorporation or Organization) ~~1800~~Konigsallee ~~Century Park East~~60F, ~~Suite 600 Los Angeles~~Dusseldorf, CAGermany (Address of Principal Executive Offices) 20-8734462 (I.R.S. Employer Identification No.) ~~90067~~N/A (Zip Code)

~~Issuer’~~Registrant's ~~telephone~~Telephone ~~number~~Number, including area code: (~~403~~866) ~~998~~-~~1677~~400-0576

~~Indicate~~1224 byWashington ~~check~~Avenue, ~~mark whether the Registrant (1) has filed all reports required by~~Miami ~~Section 13 or 15(d) of the Securities Exchange Act of 1934 during the~~Beach, 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  No Florida

(Former Address if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required 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 [_] No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [_] No [_]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b–2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non–Accelerated filer ¨ Small Business Issuer x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~May~~August 1318 , 2009
Common stock, $0.001 par value		7,~~008~~708,~~333~~000

WITEL CORP.

INDEX TO FORM 10-Q FILING

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2009

TABLE OF CONTENTS

			Page
		Page Numbers
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Balance Sheets	3	4
	Statements of Operations	4	5
	Statements of Cash Flows	5	6
	Notes to Financial Statements	6	7
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	9	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13	14
Item 4.	Controls and Procedures	14	14
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15	16
Item 1A	Risk Factors	15	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17	18
Item 3.	Defaults Upon Senior Securities	17	18
Item 4.	Submission of Matters to a Vote of Security Holders	17	18
Item 5.	Other information	17	18
Item 6.	Exhibits	17	19
Signatures
CERTIFICATIONS
	Exhibit 31 – Management certification		20-21
	Exhibit 32 – Sarbanes-Oxley Act		22-23

Signatures

CERTIFICATIONS

Exhibit 31 – Management certification……………………………………………………... 19-20

Exhibit 32 – Sarbanes-Oxley Act……………………………………………………………. 21-22

PART I FINANCIAL INFORMATION

General

The accompanying reviewed financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of consolidated financial position, results of operations, cash flow, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company's registration statement on Form 10-K for the year ended December 31, 2008 (audited). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended March 31, 2009 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009.

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

WITEL CORP.

(A DEVELOPMENT STAGE COMPANY)

Balance Sheet

	March 31, 2009 (unaudited)			December 31, 2008 (audited)
	June 30, 2009 (unaudited)			December 31, 2008 (audited)
ASSETS
CURRENT ASSETS
Cash	$	~~99 288~~65,392		$	138 ,280
Inventories (Note 2)		109 ,000			109 ,000
Total current assets		~~208 288~~174,392			247 ,280
TOTAL ASSETS	$	~~208 288~~174,392		$	247 ,280
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		33 ,468			33 ,468
Total current liabilities		33 ,468			33 ,468
TOTAL LIABILITIES		33 ,468			33 ,468
Stockholders’ equity
Common stock - $.001 par value; 75,000,000 shares authorized,		7 ~~008~~,708			7 ,008
7,008,333 shares issued and outstanding as of March 31, 2009 and December 31, 2008
7,008,000 shares issued and outstanding as of June 30, 2009 and December 31, 2008
Additional paid-in capital		392 ,342			392 ,342
Deficit accumulated during the development stage		(~~224 530~~259,126	)		(185 ,538	)
TOTAL STOCKHOLDERS’ EQUITY		~~174 820~~140,924			213 ,812
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~208 288~~174,392		$	247 ,280

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

WITEL CORP.

(A DEVELOPMENT STAGE COMPANY)

Statements of Operations

(unaudited)

							~~From~~						From
							inception
	Three months			Three months			Six months			Six months			inception
	Three months			Three months			February 20, 2007
	Ended June 30,			Ended June 30,			Ended June 30,			Ended June 30,			February 20, 2007 to
	Ended March 31,			Ended March 31,			through
	2009			2008			2009			2008			June 30, 2009
	2009			2008			March 31, 2009
REVENUES	$	1,061		$	-		$	1,061		$	-		$	18,561
REVENUES	$	-		$	-		$	17 500
EXPENSES
EXPENSES
General and administrative	$	16,711		$	4,365		$	19,104		$	11,898		$	77,508
General and administrative	$	2 392		$	7 533		$	60 797
Research and Development		-			7,000			-			7,000			9,000
Research and Development		-			-			9 000
Website development		9,246			-			11,246			5,400			29,179
Website development	2 000			2 000				19 933
Software development		-			8,150			-			13,150			18,150
Software development		-			5 000			18 150
Professional fees		9,000			10,150			43,600			23,750			139,400
Professional fees		34 600			17 000			130 400
Stock based compensation		700			-			700			-			4,450
Stock based compensation		-			-			3 750
Provision for Income Taxes		-			-			-			-			-
Provision for Income Taxes		-			-			-
Net loss	$	(34,596	)	$	(29,665	)	$	(73,588	)	$	(61,198	)	$	(259,126	)
Net loss	$	(38 992	)	$	(31 533	)	$	(224 530	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.005	)	$	(0.01	)	$	(0.01	)		(0.01	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.006	)		(0.01	)
Weighted average number of common shares outstanding used to calculate basic and diluted loss per share		7,708,000			5,904,098			7,708,000			5,904,098
Weighted average number of common shares outstanding used to calculate basic and diluted loss per share		7 008 000			5 573 856

The accompanying notes are an integral part of these financial statements

WITEL CORP.

(A DEVELOPMENT STAGE COMPANY)

Statements of Cash Flows

(unaudited)

							From Inception
	For the Three			For the Three			February 20, 2007
	For the Six			For the Six			February 20, 2007
	Months Ended			Months Ended			through
	March 31,			March 31,			March 31,
	June 30,			June 30,			June 30,
	2009			2008			2009
OPERATING ACTIVITIES:
Net loss	$	(~~38 992~~73,588	)	$	(~~31 533~~61,198	)	$	(~~224 530~~259,126	)
Adjustments to reconcile net loss to cash
provided by (used for) operating activities:
Depreciation and amortization		-			-			-
Stock based compensation		-700			-			~~3 750~~4,450
Changes in assets and liabilities:
Inventories		-			-			(109 ,000	)
Accounts payable		-			~~7 100~~9,000			33 ,468
Net cash provided (used) by operating activities		(~~38 992~~72,888	)		(~~24 433~~52,198	)		(~~296 312~~330,208	)
INVESTING ACTIVITIES:
Website development		-			-			-
Accumulated amortization, website		-			-			-
Net cash provided by (used for) investing activities		-			-			-
FINANCING ACTIVITIES:
Capital stock		-700			150			7 ~~008~~,708
Stock based compensation		-(700	)		-			(~~3 750~~4,450	)
Paid-in capital		-			49 ,850			392 ,342
Net cash used for financing activities		-			50 ,000			395 ,600
Net increase (decrease) in cash and cash equivalents		~~38 992~~72,888			~~25 567~~(2,198	)		~~99 288~~65,392
Cash and cash equivalents, beginning of period		138 ,280			13 ,936			-
Cash and cash equivalents, end of period	$	~~99 288~~65,392		$	~~39 503~~11,739		$	~~99 288~~65,392
Supplemental disclosure of cash flow information
Cash paid during the period for Interest	$	-		$	-		$	-
Income taxes		-			-			-

The accompanying notes are an integral part of these financial statements

WITEL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (Unaudited)

~~March~~June 3130, 2009

~~WiTel~~NOTE ~~Corp.~~1 (the "Company") is in the initial development stage and has incurred losses since inception totaling $224,530. The Company was incorporated on February 20, 2007 in the State of Nevada. The fiscal year end of the Company is December 31. The Company intends to sell wireless phones that utilizes wireless internet (Wi-~~Fi)~~ toNATURE ~~deliver~~OF ~~calls~~OPERATIONS toAND ~~its~~BASIS ~~subscribers~~OF ~~wherever they are in the world.~~PRESENTATION

Witel Corp. (the "Company") is in the initial development stage and has incurred losses since inception totaling $259,126. The Company was incorporated on February 20, 2007 in the State of Nevada. The fiscal year end of the Company is December 31. The Company offers global mobile communication services over WiFi networks. The Company designs, manufactures, and markets proprietary mobile communication devices that are offered in conjunction with its phone service. The Company launched its service in the end of the second quarter of 2009.

The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company is funding its initial operations by way of issuing Founders' shares and entering into a private placement offering for 2,250,000 shares at $0.02 per share for proceeds of $48,600 and 100,000 shares at $0.50 per share for proceeds of $50,000. As of December 31, 2007, the Company had issued 3,750,000 Founders shares at $0.001 per share for services rendered in the amount of $3,750 and 2,250,000 shares at $0.02 per share for proceeds of $48,600, which $48,600 has been received by the Company and 100,000 shares at $0.50 per share for proceeds of $50,000, which has been received by the Company. As of December 31, 2008, the Company had issued 300,000 shares at $0.33 per share for proceeds of $100,000, which $100,000 has been received by the Company; 200,000 shares at $0.25 per share for proceeds of $50,000, which has been received by the Company and 408,000 shares at $0.36 per share for proceeds of $147,000, which has been received by the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

INTERIM FINANCIAL STATEMENTS

The financial statements for the three months ended ~~March~~June 3130, 2009 and ~~March~~June 3130, ~~2008~~ 2008 and for the period from February 20, 2007 (inception) through ~~March~~June 3130, 2009, are unaudited. In the opinion of management, such financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the financial position and the results of operations. ~~The~~ The results of operations for the periods presented are not necessarily ~~indicative~~ indicative of the results to be expected for the full year. These interim ~~financial~~ financial statements should be read in conjunction with our audited financial ~~statements~~ statements for the period ended December 31, 2008 as reflected in our Form 10-K filed with the Securities and Exchange Commission.

INVENTORIES

Inventories are stated at the lower of cost or market. The Company uses the first-in, first-out method for inventory.

INCOME TAXES

The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards ("SFAS") No.109, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

NET LOSS PER SHARE

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, diluted loss per share is equal to basic loss per share.

STOCK-BASED COMPENSATION

The Company has not adopted a stock option plan and has not granted any stock options. The Company granted stock awards, at par value, to its officers, directors and advisors for services rendered in its formation. Accordingly, stock-based compensation has been recorded to date. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "SHARE-BASED PAYMENT." SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS No. 123R in the first interim or annual reporting period that begins after December 15, 2005.

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "SHARE-BASED PAYMENT," to give guidance on the implementation of SFAS No. 123R. Management will consider SAB No. 107 during the implementation of SFAS No. 123R.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expenses as incurred.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board issued Statement “FASB” issued Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 168”). SFAS No. 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. SFAS No. 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. This statement will have an impact on the Company’s financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS No. 168. The Company will adopt the use of the Codification for the quarter ending September 30, 2009. The Company is currently evaluating the effect on its financial statement disclosures since all future references to authoritative accounting literature will be references in accordance with the Codification.

In June 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 09-1, “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”. This Issue is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. Share lending arrangements that have been terminated as a result of counterparty default prior to the effective date of this Issue but for which the entity has not reached a final settlement as of the effective date are within the scope of this Issue. This Issue requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. This Issue is effective for arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. Early adoption is not permitted. The Company is currently assessing the impact of FSP EITF 09-1 on its financial position and results of operations.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”.(“SFAS No. 165”) This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009. We are currently assessing the impact of the adoption of SFAS 165, if any, on our financial position, results of operations or cash flows.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its 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 ARB No. 51. This statement 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. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

8NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the requirements of SFAS No. 107, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

NOTE 4 - CAPITAL STOCK

The Company's capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

As of February 28, 2007, the Company issued 3,750,000 shares of its common stock at $0.001 per share for services rendered in the amount of $3,750 to its directors, professionals and others.

As of June 9, 2009, the Company issued 700,000 shares of its common stock at $0.001 pursuant to an employment agreement with two of its senior employees.

PRIVATE PLACEMENTS

In April 2007, the Company authorized a private placement offering of up to 2,250,000 shares of common stock at a price of $0.02 per share for a total amount of $48,600. As of May 1, 2007, the Company had issued 2,250,000 shares at $0.02 per share and received $48,600 from the sale of its private placement stock to 18 accredited investors in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) in reliance on Section 4(2) of the Act. In October 2007, the Company authorized and issued 100,000 shares at $0.50 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In March 2008, the Company authorized and issued 150,000 shares at $0.33 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In July 2008, the Company authorized and issued 150,000 shares at $0.33 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In August 2008, the Company authorized and issued 200,000 shares at $0.25 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In December 2008, the Company authorized and issued 408,000 shares at $0.36 per share for total proceeds of $147,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act.

As of March 31, 2009, the Company had net operating loss carry forwards of approximately $224,530 that may be available to reduce future years' taxable income and will expire commencing in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry forwards.8

NOTE 5 - INCOME TAXES

As of June 30, 2009, the Company had net operating loss carry forwards of approximately $259,126 that may be available to reduce future years' taxable income and will expire commencing in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry forwards.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors that have affected our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited financial statements. This discussion should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K (SEC file no. 333-145134).

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact, that we make in this Quarterly Report on Form 10-Q are forward-looking. The words "anticipates," "believes," "expects," "intends," "will continue," "estimates," "plans," "projects," the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.

Examples of forward looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

·	the risks of a development stage company;

·	management’s plans, objectives and budgets for its future operations and future economic performance;

·	capital budget and future capital requirements;

·	meeting future capital needs;

·	our dependence on management and the need to recruit additional personnel;

·	limited trading for our common stock

·	the level of future expenditures;

·	impact of recent accounting pronouncements;

·	the outcome of regulatory and litigation matters; and

·	the assumptions described in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including:

·	those described in the context of such forward-looking statements;

·	future product development and marketing costs;

·	changes in our pricing plans;

·	timely development and acceptance of our products;

·	the markets of our domestic operations;

·	the impact of competitive products and pricing;

·	the political, social and economic climate in which we conduct operations; and

·	the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form SB-2/A (SEC File No. 333-145134).

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

In this Quarterly Report on Form 10-Q, "Company," "the Company," "us," and "our" refer to WiTel Corp., a Nevada corporation, unless the context requires otherwise.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis.

We are embarking on efforts to raise equity financing. However, there can be no assurance that we will be able to obtain financing or that if such financing were available, whether the terms or conditions would be acceptable to us.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections to other forward-looking statements.

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three months ended ~~March~~June 3130, 2009 and ~~March~~June 3130, 2008 and for the period from February 20, 2007 (inception) through ~~March~~June 3130, 2009. You should refer to the Financial Statements and related Notes in in conjunction with this discussion.

Results of Operations

We ~~are a~~were ~~development-stage company~~ organized to ~~enter~~offer ~~into~~global ~~the~~mobile ~~wireless~~communication services ~~industry by~~over ~~selling~~WiFi ~~wireless~~networks. ~~phones~~The Company designs, ~~accessories~~manufactures, and ~~services,~~markets ~~worldwide,~~proprietary ~~utilizing~~mobile communication ~~“Wi-Fi~~devices that are offered in conjunction with our phone service.” We have recently commenced business operations and have ~~not~~begun ~~generated any~~to generate revenues from ~~operations but only minimal revenue from the discharge of~~ ~~related party indebtedness~~operations.

In our annual report on Form 10-K and in Note One of this 10-Q, our auditors have issued a "going concern" opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues from operations and we do not anticipate any revenues from operations until we have completed our business plan and have raised additional financing. Accordingly, we must raise cash from sources other than from the sale of our products and services. Our only other source for cash at this time is investments by others in us. We must raise cash to implement our business strategy and stay in business. Our ability to develop new products and services will determine our success or failure.

As of ~~March~~June 3130, 2009, we had $9965,~~288~~392 cash on hand and in the bank. Management does ~~not~~ believe this amount will satisfy our cash requirements for the next three months. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our e-commerce systems and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If we are unsuccessful in raising the additional proceeds through a private placement offering, we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company with nominal assets to secure. Therefore, we are highly dependent upon the success of a future private placement offering and failure thereof would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.

The staged procurement of our wireless systems will continue over the next 12 months. Other than purchasing our products and services, we do not anticipate obtaining any further products or services. We do not expect the purchase or sale of plant or any significant equipment and we do not anticipate any change in the number of our employees.

We have no current plans, preliminary or otherwise, to merge with any other entity.

Management does not plan to hire additional employees at this time. Our officers and directors will be responsible for the initial product and service sourcing. We have hired an independent consultant to build the site. We also intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.

Three months ended ~~March~~June 3130, 2009 compared with the three months ended ~~March~~June 3130, 2008

Net sales for the three months ended ~~March~~June 3130, 2009 were $01,061, with a change of $~~0 or 0%~~1,061 from net sales of $0 for the three months ended ~~March~~June 3130, 2008. The ~~lack of~~ change in sales is due to the launching of our ~~development~~services ~~stage~~in the end of the second quarter. The Company experienced some technical difficulties with its main credit card processor within a few hours of its launching and ~~that~~as wea ~~have~~result many ~~yet~~transactions were not settled prior to ~~commence~~the ending of the quarter. The ~~sales~~Company has since switched its credit card processing to Paypal, a subsidiary of eBay and is satisfied with the results.

Operating expenses include general and administrative expenses, research and development expenses, website development expenses, software development expenses and professional fees. In total, operating expenses increased $74,~~459~~231 or 2314.626% to $3833,~~992~~896 for the three months ended ~~March~~June 3130, 2009 from $3129,~~533~~665 for the three months ended ~~March~~June 3130, 2008. The components of operating expenses are discussed below.

·	General and administrative expenses decreased by $5,141 between 2009 and 2008 to $2,392 from $7,533. General and administrative expenses as a percentage of net sales in not meaningful. The decrease between 2009 and 2008 is primarily attributable to decreases in various office expenses.
·	Research and development expenses were not incurred in the three months ended March 31, 2009 or 2008.

General and administrative expenses increased by $12,346 between 2009 and 2008 to $16,711 from $4,365. General and administrative expenses as a percentage of net sales in not meaningful. The increase between 2009 and 2008 is primarily attributable to increases in various office expenses.

· ~~Website~~Research and development ~~increased~~expenses ~~$0,~~decreased toby $27,000 inbetween 2009 and 2008 to $0 from $27,000 ~~in 2008~~. ~~Website~~Research and development expenses as a ~~percent~~percentage of net sales ~~are~~in not meaningful.

· ~~Software~~Website development ~~decreased~~increased $59,~~000~~246 ~~between~~or ~~2009~~100%, ~~and 2008~~ to $59,~~000~~246 in 2009 from $0 in 2008. ~~This~~The ~~decrease~~increase was ~~primarily~~ due to ~~costs~~the ~~associated~~expenditures ~~with~~on ~~development~~ our ~~operating~~website ~~system~~in ~~for our telephones~~2009. ~~Software~~Website development expenses as a percent of net sales isare not meaningful.

· ~~Professional~~Software ~~fees~~development ~~increased~~decreased $178,~~600~~150 between 2009 and 2008 to $~~34,600~~0 from $178,~~000~~150. This ~~increase~~decrease was primarily due to ~~the~~costs ~~increase~~associated inwith development our ~~regulatory~~operating ~~filings~~system infor ~~2009.~~our ~~Professional fees as a percentage of net sales is not material~~telephones.

·	Stock based compensation was not incurred in the comparable periods in 2009 and 2008
·	Net loss increased by $7,459 resulting in a loss of $38,992 for the three months ended March 31, 2009 from a net loss of $31,533 for the three months ended March 31, 2008. As a percentage of net sales, net loss is not meaningful.

Professional fees decreased $1,150 between 2009 and 2008 to $9,000 from $10,150. This decrease was primarily due to the filing of our registration statement in 2009.

Net loss increased by $4,931 resulting in a loss of $34,596 for the three months ended June 30, 2009 from a net loss of $29,665 for the three months ended June 30, 2008.

Six months ended June 30, 2009 compared with the six months ended June 30, 2008

Net sales for the three months ended June 30, 2009 were $1,061, with a change of $1,061 from net sales of $0 for the six months ended June 30, 2008. The change in sales is due to the launching of our services in the end of the second quarter. We experienced some technical difficulties with its main credit card processor within a few hours of our launching and as a result many transactions were not settled prior to the ending of the quarter. We have since switched its credit card processing to Paypal, a subsidiary of eBay and is satisfied with the results.

Operating expenses include general and administrative expenses, research and development expenses, website development expenses, software development expenses and professional fees. In total, operating expenses increased $12,390 or 20.24% to $73,588 for the six months ended June 30, 2009 from $61,198 for the six months ended June 30, 2008. The components of operating expenses are discussed below.

General and administrative expenses increased by $7,206 between 2009 and 2008 to $19,104 from $11,898. General and administrative expenses as a percentage of net sales in not meaningful. The increase between 2009 and 2008 is primarily attributable to increases in various office expenses.

Research and development expenses decreased by $7,000 between 2009 and 2008 to $0 from $7,000. Research and development expenses as a percentage of net sales in not meaningful.

Website development increased by $5,846 between 2009 and 2008 to $11,246 from $5,400. The increase was due to the expenditures on our website in 2009. Website development expenses as a percent of net sales are not meaningful.

Software development decreased by $13,150 between 2009 and 2008 to $0 from $13,150. This decrease was primarily due to costs associated with development our operating system for our telephones.

Professional fees increased $19,850 between 2009 and 2008 to $43,600 from $23,750. This increase was primarily due to the increase in our regulatory filings in 2009.

Net loss increased by $12,390 resulting in a loss of $73,588 for the six months ended June 30, 2009 from a net loss of $61,198 for the six months ended June 30, 2008.

Income Tax Expense (Benefit)

We have a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that may offset any future operating profit.

Impact of Inflation

Management believes that inflation has had a negligible effect on operations over the past quarter.

Capital Expenditures

We ~~expended~~ expended no amounts on capital expenditures for the three months ended ~~March~~June 3130, 2009 and ~~March~~ 31June 30, 2008, respectively.

Liquidity and Capital Resources

We had net losses of $3834,~~992~~596, $3129,~~533~~665 and $~~224~~259,~~530~~126 for the three months ended ~~March~~June 3130, 2009, ~~March~~June 3130, 2008 and for the period from February 20, 2007 (inception) through ~~March~~June 3130, 2009, respectively.

~~Cash~~We ~~flow~~had ~~used~~net inlosses ~~operating~~of ~~activities was~~ $3873,~~992~~588, $2461,~~433~~198 and $~~296~~259,~~312~~126 for the ~~three~~ six months ended ~~March~~June 3130, 2009, ~~March~~June 3130, 2008 ~~and~~ for the period from February 20, 2007 (inception) through June ~~March 31~~30, 2009, respectively. ~~Cash flow used in operating activities in the current period can be attributed to our purchase of inventory.~~

Cash ~~flows~~ flow used in ~~investing~~operating activities was $072,888, $052,198 and $0330,208 for the ~~three~~ six months ended ~~March~~ 31June 30, 2009, ~~March~~June 3130, 2008 and for the period from February 20, ~~2007~~ 2007 (inception) through ~~March~~June 3130, 2009, respectively. Cash flow used in ~~investing~~ operating activities in the ~~prior~~current ~~comparable~~ period ~~was~~can ~~for~~be ~~website~~attributed to our purchase of ~~development~~inventory.

Cash ~~flow~~ ~~provided~~flows ~~from~~used ~~financing~~in investing activities was $0, $~~50,000~~0 and $~~395,600~~0 for the ~~three~~ six months ended June ~~March 31~~30, 2009, ~~March~~June 3130, 2008 and for the period from February 20, ~~2007~~ 2007 (inception) through ~~March~~June 3130, 2009, respectively. Cash flow ~~provided~~used ~~by financing~~in investing activities in the ~~current~~prior comparable period ~~can~~was ~~be attributed to subscriptions~~ for ~~shares of common stock~~website development.

12Cash flow provided from financing activities was $0, $50,000 and $395,600 for the six months ended June 30, 2009, June 30, 2008 and for the period from February 20, 2007 (inception) through June 30, 2009, respectively. Cash flow provided by financing activities in the current period can be attributed to subscriptions for shares of common stock.

We do not now have funds sufficient for pursuing our plan of operation, but we are in the process of trying to procure funds sufficient to fund our operations until we are able to finance our operations through cash flow. There can be no assurance that we will be able to procure funds sufficient for such purpose. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders' investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

We have had no formal long term lines of credit or other bank financing arrangements as of ~~March~~June 3130, 2009.

We have no current plans for the purchase or sale of any plant or equipment.

We have no current plans to make any changes in the number of employees.

Off-Balance Sheet Arrangements

None.

CRITICAL ACCOUNTING POLICIES

The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure about Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our condensed financial statements. The preparation of our condensed financial statements 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 condensed financial statements and the reported amounts of expenses during the reporting periods. Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying amount of our intangible assets.

We believe the following is among the most critical accounting policies that impact our financial statements:

We evaluate impairment of our long-lived assets by applying the provisions of SFAS No. 144. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the three-months ended ~~March~~June 3130, 2009.

We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

- Revenue Recognition

Once sales commence, the Company will recognize revenue from the sale of its products upon shipment, at which time title passes. The Company will estimate an allowance for sales returns based on historical experience with product returns once products sales commence.

- Inventory

We value our inventory at the lower of the actual cost to purchase the inventory or the current estimated market value of the inventory. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements for the future.

Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if our inventory is determined to be overvalued, we would be required to recognize such costs in our cost of goods sold at the time of such determination. Likewise, if our inventory is determined to be undervalued, we may have over-reported our costs of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale.

Although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and our reported operating results. We have experienced, and may continue to experience, significant fluctuations in sales and operating - results from quarter to quarter.

- Contingencies

We determine whether to disclose and accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible or probable and where reasonable estimates can be made of the amount of potential loss, of the materiality of the loss contingency, in accordance with Statement of Financial Accounting Standards No. 5 ("SFAS 5"), "Accounting for Contingencies." We develop our assessment in consultation with outside advisors and is based on an analysis of possible outcomes under various strategies. Loss contingency assumptions involve judgments that are inherently subjective and frequently involve matters that are in litigation, which by its nature is unpredictable. We believe that our loss contingency assumptions are sound, but because of the subjectivity involved and the unpredictable nature of the subject matter at issue, our assumptions may prove to be incorrect, which could materially impact our consolidated financial statements in future periods.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual report on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of ~~March~~June 3130, 2009. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that, as of ~~March~~June 3130, 2009, our internal control over financial reporting was effective.

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended ~~March~~June 3130, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE

Management is aware that an audit committee composed of the requisite number of independent members along with a qualified financial expert has not yet been established. Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, Management has concluded that the risks associated with the lack of an independent audit committee are not justified. Management will periodically reevaluate this situation.

LACK OF SEGREGATION OF DUTIES

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Quarterly Report on Form 10-Q, before investing in our common stock. If any of the events anticipated by the risks described below occur, our results of operations and financial condition could be adversely affected which could result in a decline in the market price of our common stock, causing you to lose all or part of your investment. We have updated or repeated the risk ~~factors~~ factors previously disclosed in our Annual Report on Form 10–K for the year ~~ended~~ ended December 31, 2008, which was filed with the Securities and ~~Exchange~~ Exchange Commission on April 3, 2009 (the “Fiscal 2008 10–K”). We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Fiscal 2008 10–K except as updated and disclosed below.

Our Common Stock Is Subject To Penny Stock Regulation

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

FINRA Sales Practice Requirements May Also Limit A Stockholder's Ability To Buy And Sell Our Stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We May Not Have Access To Sufficient Capital To Pursue Our Business And Therefore Would Be Unable To Achieve Our Planned Future Growth.

We intend to pursue a growth strategy that includes development of the Company business and technology. Currently we have limited capital which is insufficient to pursue our plans for development and growth. Our ability to implement our growth plans will depend primarily on our ability to obtain additional private or public equity or debt financing. We are currently seeking additional capital. Such financing may not be available at all, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us. Our failure to obtain additional capital will have a material adverse effect on our business.

Nevada Law And Our Articles Of Incorporation Protect Our Directors From Certain Types Of Lawsuits, Which Could Make It Difficult For Us To Recover Damages From Them In The Event Of A Lawsuit.

Nevada law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Because We Are Quoted On The OTCBB Instead Of An Exchange Or National Quotation System, Our Investors May Have A Tougher Time Selling Their Stock Or Experience Negative Volatility On The Market Price Of Our Stock.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending May 31, 2008, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal period ending May 31, 2009, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management’s assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

Operating History And Lack Of Profits Which Could Lead To Wide Fluctuations In Our Share Price. The Price At Which You Purchase Our Common Shares May Not Be Indicative Of The Price That Will Prevail In The Trading Market. You May Be Unable To Sell Your Common Shares At Or Above Your Purchase Price, Which May Result In Substantial Losses To You. The Market Price For Our Common Shares Is Particularly Volatile Given Our Status As A Relatively Unknown Company With A Small And Thinly Traded Public Float, Limited

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

Item 2. ~~Changes~~Unregistered inSales ~~securities~~Of ~~and small~~Equity ~~business~~Securities ~~issuer~~And ~~purchases~~Use ofOf ~~equity~~Proceeds ~~securities~~Securities

There were no changes in securities and small business issuer purchases of equity securities during the period ended ~~March~~June 3130, 2009 except, as of June 9, 2009, we issued 700,000 shares of its common stock at $0.001 pursuant to an employment agreement with two of our senior employees.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the period ended ~~March~~June 3130, 2009.

Item 4. Submission Of Matters To A Vote Of Security Holders

There were no matters submitted to the vote of securities holders during the period ended ~~March~~June 3130, 2009.

Item 5. Other Information

There is no information with respect to which information is not otherwise called for by this form.

Item 6. Exhibits

(d)

The following exhibits are filed with this Quarterly Report or are incorporated herein by reference:

Exhibit Number	Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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.

Date: May 13, 2009		By: /s/ Gary Tsitron
Date: August 18, 2009		By: /s/ Gary Tsitron
		Gary Tsitron
		President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)

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