U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~EXCHANGE~~For ~~ACT~~the OFfiscal ~~1934~~year ended December 31, 2014

For the fiscal year ended December 31, 2013

Commission file number: 000-52783

WATCHTOWER, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		98-0523910
(State of incorporation)		(I.R.S. Employer Identification No.)

100 Henry Street, Brooklyn, New York 11201

(Address of principal executive offices)

(718) 624-5000

(Registrant’s telephone number, including area code)

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

~~None~~Securities registered pursuant to Section 12(g) of the Exchange Act:Common Stock, $0.0001 par value

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~if the registrant is a well-known seasoned issuer, as defined in Rule ~~12(g)~~405 of the ~~Exchange~~Securities Act:. Yes ¨ No x

~~Common~~Indicate ~~Stock,~~by $0check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.~~0001~~ ~~par~~Yes ¨ ~~value~~No x

Indicate by check mark ifwhether the ~~registrant~~issuer is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule 405~~filed by Section 13 or 15(d) of the ~~Securities~~Exchange Act 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 ox No x ¨

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section 13~~Rule or405 ~~Section 15~~of Regulation S-T (d)§ 232.405 of this chapter) during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o ¨ No x

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company x (Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. $220,000 based upon $0.05 per share which was the last price at which the common equity purchased by non-affiliates was last sold, since there is no public bid or ask price.

The number of shares of the issuer’s common stock issued and outstanding as of March 2430, ~~2014~~2015 was 12,400,000 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

		Page
PART I
Item 1	Business		3
Item 1A	Risk Factors		5
Item 1B	Unresolved Staff Comments		5
Item IB	Unresolved Staff Comments		5
Item 2	Properties		5
Item 3	Legal Proceedings		65
Item 4	Mine Safety Disclosures		65
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		76
Item 6	Selected Financial Data		76
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		87
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.		1312
Item 8	Financial Statements and Supplementary Data		F-1
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		1413
Item 9A	Controls and Procedures		1413
Item 9B	Other Information		1514
PART III
Item 10	Directors, Executive Officers and Corporate Governance		1615
Item 11	Executive Compensation		1716
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		1817
Item 13	Certain Relationships and Related Transactions, and Director Independence		1918
Item 14	Principal Accounting Fees and Services		1918
PART IV
Item 15	Exhibits and Financial Statement Schedules		2019
SIGNATURES			2120

PART I

Item 1. Business.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company”, the “Registrant,” “we,” “our” or “us” refer to Watchtower, Inc., unless the context otherwise indicates.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Corporate Background

Watchtower, Inc. (the “Company”) was incorporated on February 20, 2007, in the State of Nevada. We were focused on becoming involved in the growing market for renewable and environmentally sustainable energy and intended to market and resell agricultural based bio-diesel fuels. Bio-diesel is fuel made from vegetable oils or animal fats which can be used in existing diesel engines, such as ethanol. Our goal was to source various available agri-biodiesel fuel products from many producers internationally and offer renewable alternatives to petroleum based fuels in the United States. Since inception, the Company conducted virtually no business other than organizational matters, filing its Registration Statement on Form SB-2, which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 20, 2007 (the “Registration Statement”), and filings of periodic reports with the SEC pursuant to the reporting requirements of Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In April 2007, we raised an aggregate of $35,000 from 39 investors in a private placement. These funds were used by us primarily in connection with the preparation of our Registration Statement relating to (i) the resale of 3,500,000 shares of our common stock, par value $0.0001 per share which were issued and outstanding and offered and sold by the holders thereof, and (ii) the sale of up to 5,000,000 shares of common stock, par value $0.0001 per share, to be offered and sold by us. The 5,000,000 shares offered by the Company were offered and sold at a price of $0.05 per share on a "best efforts basis" by our directors and officers.

On August 24, 2007, the Company concluded and terminated its public offering held in accordance with the Registration Statement. Although pursuant to the Registration Statement the offering could have remained open for as long as 180 business days after the date of the prospectus, the Company terminated the offering because it believed that additional funds would not have been raised pursuant to the offering. Prior to the conclusion of the offering, the Company had sold to 9 persons an aggregate of 900,000 shares of its common stock for a purchase price of $0.05 per share (amounting in the aggregate to $45,000.00). We incurred expenses of $25,000 in connection with this offering. The net proceeds of the offering were used for working capital. No proceeds were received by the Company for the resales of our common stock by existing shareholders.

On April 30, 2009, Yisroel Guttfreund and Yechezkel Klohr, the principal shareholders of the Company entered into a Stock Purchase Agreement which provided for the sale of 8,000,000 shares of common stock of the Company (the “Purchased Shares”) to Sholom Drizin (the “Purchaser”). The consideration paid for the Purchased Shares, which represent 64.52% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $50,000. The Purchaser used his personal funds to purchase the Purchased Shares.

On April 30, 2009, in connection with the acquisition of the Purchased Shares, (i) Yisroel Guttfreund resigned from his positions as officer and director of the Company, and (ii) Yechezkel Klohr resigned from his positions as an officer and director of the Company 10 days after the filing of the information statement pursuant to Rule 14f-1, filed with the Securities and Exchange Commission on May 11, 2009, and (iii) the Board of Directors of the Company elected Menachem M. Schneerson as President, Chief Executive Officer and a director of the Company and Shmaya Glick, as Secretary and Treasurer.

Business Overview

The Company was focused on becoming involved in the growing market for renewable and environmentally sustainable energy and intended to market and resell agricultural based bio-diesel fuels. Our goal was to source various available agri-biodiesel fuel products from many producers internationally and offer renewable alternatives to petroleum based fuels in the United States. Due to the state of the economy, the Company has conducted virtually no business other than organizational matters, filing its Registration Statement and filings of periodic reports with the SEC. The Company has since abandoned its business plan and is now seeking an operating company with which to merge or to acquire.

We are now considered a blank check company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

Watchtower’s current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into Watchtower. In certain instances, a target company may wish to become a subsidiary of Watchtower or may wish to contribute or sell assets to Watchtower rather than to merge. No assurances can be given that Watchtower will be successful in identifying or negotiating with any target company. Watchtower seeks to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.

4A business combination with a target company normally will involve the transfer to the target company of the majority of the issued and outstanding common stock of Watchtower, and the substitution by the target company of its own management and board of directors. No assurances can be given that Watchtower will be able to enter into a business combination, or, if Watchtower does enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.

A business combination with a target company normally will involve the transfer to the target company of the majority of the issued and outstanding common stock of Watchtower, and the substitution by the target company of its own management and board of directors. No assurances can be given that Watchtower will be able to enter into a business combination, or, if Watchtower does enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.4

Competition

The Company is an insignificant participant among firms which engage in business combinations with, or financing of, development stage enterprises. There are many established management and financial consulting companies and venture capital firms which have significantly greater financial and personnel resources, technical expertise and experience than the Company. In view of the Company's limited financial resources and management availability, the Company will continue to be at a significant competitive disadvantage vis-a-vis the Company's competitors.

Regulation and Taxation

The Investment Company Act of 1940 defines an "investment company" as an issuer which is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading of securities. While the Company does not intend to engage in such activities, the Company could become subject to regulation under the Investment Company Act of 1940 in the event the Company obtains or continues to hold a minority interest in a number of development stage enterprises. The Company could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management will continue to review the Company's activities from time to time with a view toward reducing the likelihood the Company could be classified as an "investment company."

The Company intends to structure a merger or acquisition in such manner as to minimize Federal and state tax consequences to the Company and to any target company.

Employees

The Company's only employees at the present time are its officers and directors, who will devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this Item 1A.

Item 1B. Unresolved Staff Comments.

None

Item 2. Properties.

We currently maintain our corporate offices at 100 Henry Street, Brooklyn, New York, 11201.

We do not pay rent for this space because the amount of the space we use at such office is de minimis. We believe that this space will be sufficient until we start generating revenues and need to hire employees.

5Item 3. Legal Proceedings.

~~Item~~There 3are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. ~~Legal~~The ~~Proceedings~~Company’s property is not the subject of any pending legal proceedings.

~~There~~Item are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company4. ~~The~~Mine ~~Company’s~~Safety ~~property is not the subject of any pending legal proceedings~~Disclosures.

~~Item 4. Mine Safety Disclosures.~~None

~~None~~5

6PART II

~~Item 5.~~ Market ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Information

~~Market~~Our ~~Information~~common stock has been eligible to be traded on the Over-The-Counter Bulletin Board since October 18, 2007 under the ticker symbol WTWR. There has been no active trading in the Company’s securities, and there has been no bid or ask prices quoted.

Our common stock has been eligible to be traded on the Over-The-Counter Bulletin Board since October 18, 2007 under the ticker symbol WTWR. There has been no active trading in the Company’s securities, and there has been no bid or ask prices quoted.Holders

~~Holders~~As of March 30, 2015 there were 12,400,000 common shares issued and outstanding, which were held by 40 stockholders of record.

~~As of March 24, 2014 there were 12,400,000 common shares issued and outstanding, which were held by 40 stockholders of record.~~Dividends

~~Dividends~~We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

WeEquity ~~have~~Compensation never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.Plans

~~Equity~~We ~~Compensation~~do ~~Plans~~not have any equity compensation plans.

WeRecent doSales ~~not~~of ~~have~~Unregistered ~~any~~Securities; ~~equity~~Use ~~compensation~~of ~~plans.~~Proceeds from Registered Securities

~~Recent~~We ~~Sales~~did ofnot ~~Unregistered~~sell ~~Securities;~~any ~~Use~~unregistered ofsecurities ~~Proceeds~~during ~~from~~the ~~Registered~~fiscal ~~Securities~~year ended December 31, 2014.

WePurchases ~~did~~of ~~not~~Equity ~~sell~~Securities ~~any~~by ~~unregistered securities during~~ the ~~fiscal~~Small ~~year~~Business ~~ended~~Issuer ~~December~~and ~~31,~~Affiliated ~~2013.~~Purchasers

~~Purchases~~We have not repurchased any shares of ~~Equity~~our ~~Securities~~common bystock during the ~~Small~~fiscal ~~Business~~year ~~Issuer~~ended ~~and~~December ~~Affiliated~~31, ~~Purchasers~~2014.

WeItem ~~have~~6. ~~not~~Selected ~~repurchased~~Financial ~~any shares of our common stock during the fiscal year ended December 31, 2013~~Data.

~~Item~~Smaller 6.reporting ~~Selected~~companies ~~Financial~~are ~~Data~~not required to provide the information required by this Item 6.

~~Smaller reporting companies are not required to provide the information required by this Item~~ 6.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~Certain 7.statements ~~Management’s~~contained ~~Discussion~~in this prospectus, including statements regarding the anticipated development and ~~Analysis~~expansion of ~~Financial~~our ~~Condition~~business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company are forward-looking statements and speak ~~Results~~only as of ~~Operations~~the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

~~Certain~~Plan ~~statements contained in this prospectus, including statements regarding the anticipated development and expansion~~ of ~~our~~Operation ~~business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company. All forward~~-~~looking~~ statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.General

~~Plan~~During the next 12 months, the Company intends to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of ~~Operation~~a -publicly ~~General~~held corporation. At this time, the Company has no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management or promoter of the Company has had any material discussions with any other company with respect to any acquisition of that company.

~~During~~The ~~the~~Company ~~next~~will 12not ~~months,~~restrict ~~the~~its ~~Company~~search ~~intends~~ to ~~seek,~~any ~~investigate~~specific ~~and~~business, ifindustry ~~such~~or ~~investigation~~geographical ~~warrants~~location, ~~acquire~~and anthe ~~interest~~Company inmay ~~one~~participate orin ~~more~~a business ~~opportunities~~venture ~~presented~~of tovirtually itany bykind ~~persons~~ or ~~firms~~nature. ~~who~~The ordiscussion ~~which~~of ~~desire to seek~~ the ~~perceived~~proposed ~~advantages~~plan of aoperation ~~publicly~~under ~~held corporation. At~~ this ~~time,~~caption ~~the~~and ~~Company~~throughout ~~has~~this noAnnual ~~plan,~~Report ~~proposal,~~is ~~agreement,~~purposefully ~~understanding~~general ~~or arrangement to acquire or merge with any specific business or company,~~ and ~~the~~is ~~Company has~~ not ~~identified~~meant ~~any~~to ~~specific~~be ~~business~~restrictive ~~or company for investigation and evaluation. No member~~ of ~~management or promoter of~~ the Company's ~~has~~virtually ~~had~~unlimited ~~any~~discretion ~~material~~to ~~discussions~~search ~~with~~for ~~any~~and ~~other~~enter ~~company~~into ~~with~~potential ~~respect~~business ~~to any acquisition of that company~~opportunities.

The Company will ~~not~~have ~~restrict~~to ~~its~~obtain ~~search~~funds in one or more private placements to finance the operation of any ~~specific~~acquired business,. ~~industry~~Persons orpurchasing ~~geographical~~securities ~~location,~~in these placements and other shareholders will likely not have the ~~Company~~opportunity ~~may~~to participate in athe decision relating to any acquisition. The Company's proposed business ~~venture~~is ofsometimes ~~virtually~~referred ~~any~~to ~~kind~~as ora ~~nature.~~"blind ~~The~~pool" ~~discussion~~because ofany ~~the~~investors ~~proposed~~will ~~plan~~entrust oftheir ~~operation~~investment ~~under~~monies ~~this~~to ~~caption~~the ~~and~~Company's ~~throughout~~management ~~this~~before ~~Annual~~they ~~Report~~have isa ~~purposefully~~chance ~~general~~to ~~and~~analyze isany ~~not~~ultimate ~~meant~~use to which their money may be ~~restrictive~~put. ofConsequently, the Company's potential success is heavily dependent on the Company's management, which will have virtually unlimited discretion toin ~~search~~searching for and ~~enter~~entering into ~~potential~~a business ~~opportunities~~opportunity. None of the officers and directors of the Company has had any experience in the proposed business of the Company. There can be no assurance that the Company will be able to raise any funds in private placements. In any private placement, management may purchase shares on the same terms as offered in the private placement.

~~The~~Management ~~Company~~anticipates ~~will~~that ~~have~~it towill ~~obtain~~only ~~funds~~participate in one orpotential ~~more~~business ~~private~~venture. ~~placements~~This tolack ~~finance~~of ~~the~~diversification ~~operation~~should ofbe ~~any~~considered ~~acquired~~a ~~business.~~substantial ~~Persons~~risk ~~purchasing~~in ~~securities~~investing in ~~these~~the ~~placements~~Company ~~and~~because ~~other~~it ~~shareholders~~ will ~~likely~~ not ~~have~~permit the ~~opportunity~~Company to ~~participate~~offset inpotential ~~the~~losses ~~decision~~from ~~relating~~one toventure ~~any~~against ~~acquisition~~gains from another. The Company's ~~proposed~~may ~~business~~seek isa ~~sometimes~~business ~~referred~~opportunity towith as a ~~"blind~~firm ~~pool"~~which ~~because~~only ~~any~~recently ~~investors~~commenced ~~will~~operations, ~~entrust~~or ~~their~~a ~~investment~~developing ~~monies~~company toin ~~the~~need ~~Company's~~of ~~management~~additional ~~before~~funds ~~they~~for ~~have~~expansion ainto ~~chance~~new toproducts ~~analyze~~or ~~any~~markets, ~~ultimate~~or ~~use~~seeking to ~~which~~develop ~~their~~a ~~money~~new ~~may~~product beor ~~put. Consequently~~service, ~~the~~or ~~Company's~~an ~~potential~~established ~~success~~business iswhich ~~heavily~~may ~~dependent~~be onexperiencing ~~the~~financial ~~Company's~~or ~~management,~~operating ~~which~~difficulties ~~will~~and ~~have~~is ~~virtually~~in ~~unlimited~~the ~~discretion~~need infor ~~searching~~additional ~~for~~capital ~~and~~which ~~entering~~is ~~into~~perceived ato ~~business~~be ~~opportunity.~~easier ~~None~~to ofraise ~~the~~by ~~officers~~a ~~and~~public ~~directors~~company. ofIn ~~the~~some ~~Company~~instances, ~~has~~a ~~had~~business ~~any~~opportunity ~~experience~~may ininvolve the ~~proposed~~acquisition ~~business~~or ofmerger ~~the~~with ~~Company.~~a ~~There~~corporation ~~can~~which bedoes nonot ~~assurance~~need ~~that~~substantial ~~the~~additional ~~Company~~cash ~~will~~but bewhich ~~able~~desires to ~~raise~~establish ~~any~~a ~~funds~~public intrading ~~private~~market ~~placements.~~for Inits ~~any~~common ~~private~~stock. ~~placement,~~The ~~management~~Company may purchase ~~shares~~assets onand ~~the~~establish ~~same~~wholly ~~terms~~owned assubsidiaries ~~offered~~ in ~~the~~various ~~private~~business ~~placement~~or purchase existing businesses as subsidiaries.

Management anticipates that it will only participate in one potential business venture. This lack of diversification should be considered a substantial risk in investing in the Company because it will not permit the Company to offset potential losses from one venture against gains from another. The Company may seek a business opportunity with a firm which only recently commenced operations, or a developing company in need of additional funds for expansion into new products or markets, or seeking to develop a new product or service, or an established business which may be experiencing financial or operating difficulties and is in the need for additional capital which is perceived to be easier to raise by a public company. In some instances, a business opportunity may involve the acquisition or merger with a corporation which does not need substantial additional cash but which desires to establish a public trading market for its common stock. The Company may purchase assets and establish wholly owned subsidiaries in various business or purchase existing businesses as subsidiaries.7

The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the benefits of a publicly traded corporation. Such perceived benefits of a publicly traded corporation may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for the principals of a business, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders, and other factors. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

8As part of any transaction, the acquired company may require that management or other stockholders of the Company sell all or a portion of their shares to the acquired company, or to the principals of the acquired company. It is anticipated that the sales price of such shares will be lower than the current market price or anticipated market price of the Company's Common Stock. The Company's funds are not expected to be used for purposes of any stock purchase from insiders. The Company shareholders will not be provided the opportunity to approve or consent to such sale. The opportunity to sell all or a portion of their shares in connection with an acquisition may influence management's decision to enter into a specific transaction. However, management believes that since the anticipated sales price will be less than market value, that the potential of a stock sale by management will be a material factor on their decision to enter a specific transaction.

AsThe ~~part~~above description of ~~any~~potential ~~transaction,~~sales ~~the~~of ~~acquired company may require that~~ management orstock ~~other~~is ~~stockholders~~not ofbased ~~the~~upon ~~Company~~any ~~sell~~corporate ~~all~~bylaw, shareholder or aboard ~~portion of their shares to the acquired company~~resolution, or tocontract ~~the~~or ~~principals of the acquired company~~agreement. ItNo isother ~~anticipated~~payments ~~that the sales price~~ of ~~such~~cash ~~shares will be lower than the current market price~~ or ~~anticipated~~property ~~market price of the Company's Common Stock. The Company's funds~~ are ~~not~~ expected to be ~~used~~received ~~for~~by ~~purposes~~management ~~of any stock purchase from insiders. The Company shareholders will not be provided the opportunity to approve or consent to such sale. The opportunity to sell all or a portion of their shares~~ in connection with anany acquisition ~~may influence management's decision to enter into a specific transaction~~. However, management believes that since the anticipated sales price will be less than market value, that the potential of a stock sale by management will be a material factor on their decision to enter a specific transaction.

The ~~above~~Company ~~description~~has ~~of potential sales of management stock is~~ not ~~based~~formulated ~~upon~~ any ~~corporate~~policy ~~bylaw,~~regarding ~~shareholder~~the oruse ~~board~~of ~~resolution,~~consultants or ~~contract~~outside oradvisors, ~~agreement.~~but Nodoes ~~other~~not ~~payments~~anticipate ofthat ~~cash~~it orwill ~~property~~use ~~are~~the ~~expected~~services toof besuch ~~received by management in connection with any acquisition~~persons.

The Company has, ~~not~~and ~~formulated~~will continue to have, insufficient capital with which to provide the owners of business opportunities with any ~~policy~~significant ~~regarding~~cash or other assets. However, management believes the ~~use~~Company will offer owners of ~~consultants~~business opportunities the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than is required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant post-merger or ~~outside~~acquisition ~~advisors~~registration costs in the event they wish to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition of a business opportunity including the costs of preparing post-effective amendments, ~~but~~Forms ~~does~~8-K, agreements and related reports and documents nevertheless, the officers and directors of the Company have not ~~anticipate~~conducted ~~that~~market itresearch ~~will~~and ~~use~~are not aware of statistical data which would support the ~~services~~perceived benefits of ~~such~~a ~~persons~~merger or acquisition transaction for the owners of a business opportunity.

The Company ~~has,~~does ~~and~~not ~~will~~intend ~~continue~~ to ~~have,~~make ~~insufficient~~any ~~capital~~loans ~~with which~~ to ~~provide the owners of business opportunities with~~ any ~~significant~~prospective cash or other assets. However, management believes the Company will offer owners of business opportunities the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than is required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant post-merger or acquisition ~~registration~~candidates ~~costs~~or ~~in the event they wish~~ to ~~register~~unaffiliated athird ~~portion of their shares for subsequent sale~~parties. The Company will also incur significant legal and accounting costs in connection with the acquisition of a business opportunity including the costs of preparing post-effective amendments, Forms 8-K, agreements and related reports and documents nevertheless, the officers and directors of the Company have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

~~The~~Sources ~~Company~~of ~~does not intend to make any loans to any prospective merger or acquisition candidates or to unaffiliated third parties.~~Opportunities

~~Sources~~The Company anticipates that business opportunities for possible acquisition will be referred by various sources, including its officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of ~~Opportunities~~the financial community, and others who may present unsolicited proposals.

The Company ~~anticipates~~will ~~that~~seek a potential business ~~opportunities~~opportunity ~~for~~from ~~possible~~all ~~acquisition~~known sources, but will berely ~~referred~~principally byon ~~various~~personal ~~sources,~~contacts ~~including~~of its officers and directors, as well as indirect associations between them and other business and professional ~~advisers,~~people. ~~securities~~It ~~broker-dealers,~~is ~~venture~~not ~~capitalists,~~presently ~~members~~anticipated ofthat the ~~financial~~Company ~~community,~~will ~~and~~engage ~~others~~professional ~~who~~firms ~~may~~specializing ~~present~~in ~~unsolicited~~business ~~proposals~~acquisitions or reorganizations.

The officers and directors of the Company are currently employed in other positions and will ~~seek~~devote only a ~~potential~~portion ~~business~~of ~~opportunity~~their ~~from~~time ~~all~~(not ~~known~~more ~~sources,~~than ~~but~~three ~~will~~hour ~~rely~~per ~~principally~~week) onto ~~personal~~the ~~contacts~~business affairs of ~~its~~the ~~officers~~Company, ~~and~~until ~~directors~~such time as ~~well~~an asacquisition ~~indirect~~has ~~associations~~been ~~between~~determined ~~them~~to ~~and~~be ~~other~~highly ~~business~~favorable, at which time they expect to spend full time in investigating and ~~professional~~closing ~~people~~any acquisition for a period of two weeks. ItIn isaddition, ~~not~~in ~~presently~~the ~~anticipated~~face ~~that~~of competing demands for their time, the ~~Company~~officers ~~will~~and ~~engage~~directors ~~professional~~may ~~firms~~grant ~~specializing~~priority into ~~business~~their ~~acquisitions~~full-time orpositions ~~reorganizations~~rather than to the Company.

The officers and directors of the Company are currently employed in other positions and will devote only a portion of their time (not more than three hour per week) to the business affairs of the Company, until such time as an acquisition has been determined to be highly favorable, at which time they expect to spend full time in investigating and closing any acquisition for a period of two weeks. In addition, in the face of competing demands for their time, the officers and directors may grant priority to their full-time positions rather than to the Company.8

9Evaluation of Opportunities

~~Evaluation~~The analysis of ~~Opportunities~~new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. Management intends to concentrate on identifying prospective business opportunities which may be brought to its attention through present associations with management. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operation, if any; prospects for the future; present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services or trades; name identification; and other relevant factors. Officers and directors of the Company will meet personally with management and key personnel of the firm sponsoring the business opportunity as part of their investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merge with any company for which audited financial statements cannot be obtained.

~~The~~It ~~analysis~~may ~~of new business opportunities will~~ be ~~undertaken~~anticipated bythat orany ~~under~~opportunity ~~the~~in ~~supervision~~which of the ~~officers~~Company ~~and~~participates ~~directors~~will ofpresent ~~the~~certain ~~Company~~risks. ~~Management~~Many ~~intends~~of tothese ~~concentrate~~risks oncannot ~~identifying~~be ~~prospective~~adequately ~~business~~identified ~~opportunities~~prior ~~which may be brought~~ to ~~its~~selection ~~attention~~of ~~through~~the ~~present~~specific ~~associations~~opportunity, ~~with~~and ~~management.~~the InCompany's ~~analyzing~~shareholders ~~prospective~~must, ~~business opportunities~~therefore, ~~management~~depend ~~will~~on ~~consider~~the ~~such~~ability ~~matters~~of asmanagement ~~the~~to ~~available~~identify ~~technical, financial~~ and ~~managerial~~evaluate ~~resources;~~such ~~working~~risk. ~~capital~~In ~~and~~the ~~other~~case ~~financial~~of ~~requirements;~~some ~~history~~ of ~~operation,~~the ifopportunities ~~any;~~available ~~prospects~~to ~~for~~ the ~~future;~~Company, ~~present~~it ~~and~~may ~~expected~~be ~~competition;~~anticipated that the ~~quality~~promoters ~~and~~thereof ~~experience~~have ofbeen ~~management~~unable ~~services~~to ~~which~~develop ~~may~~a begoing ~~available~~concern ~~and~~or ~~the depth of~~ that ~~management;~~such ~~the~~business ~~potential~~is ~~for~~in ~~further~~its ~~research,~~ development orstage ~~exploration;~~in ~~specific~~that ~~risk~~it ~~factors~~has not ~~now~~generated ~~foreseeable~~significant ~~but~~revenues ~~which~~from ~~then~~its ~~may~~principal bebusiness ~~anticipated~~activities prior to ~~impact~~ the ~~proposed activities of the~~ Company;'s ~~the~~anticipation. ~~potential~~There ~~for~~is ~~growth~~a orrisk, ~~expansion;~~even after the ~~potential~~Company's ~~for~~participation ~~profit;~~in the ~~perceived~~activity ~~public recognition or acceptance of products, services or trades; name identification;~~ and ~~other~~the ~~relevant~~related ~~factors.~~expenditure ~~Officers and directors~~ of the Company's ~~will~~funds ~~meet~~that ~~personally~~the ~~with~~combined ~~management~~enterprises ~~and~~will ~~key~~still ~~personnel~~be ofunable ~~the~~to ~~firm~~become ~~sponsoring~~a ~~the~~going ~~business~~concern ~~opportunity~~or asadvance ~~part~~beyond ofthe ~~their~~development ~~investigation~~stage. ToMany ~~the~~of ~~extent possible,~~ the ~~Company~~opportunities ~~intends~~may toinvolve ~~utilize~~new ~~written reports~~ and ~~personal~~untested ~~investigation~~products, toprocesses, ~~evaluate~~or ~~the~~market ~~above~~strategies ~~factors.~~which ~~The~~may ~~Company will~~ not ~~acquire~~succeed. orSuch ~~merge~~risks ~~with~~will ~~any~~be ~~company~~assumed ~~for~~by ~~which~~the ~~audited~~Company ~~financial~~and, ~~statements~~therefore, ~~cannot~~its ~~be obtained~~shareholders.

ItThe ~~may be anticipated that any opportunity in which the~~ Company ~~participates~~ will ~~present~~not ~~certain~~restrict ~~risks.~~its ~~Many~~search offor ~~these~~any ~~risks cannot be adequately identified prior to selection of the~~ specific ~~opportunity,~~kind ~~and the Company's shareholders must, therefore, depend on the ability~~ of ~~management to identify and evaluate such risk. In the case of some of the opportunities available to the Company~~business, itbut may beacquire ~~anticipated~~a ~~that~~venture ~~the~~which ~~promoters~~is ~~thereof~~in ~~have~~its ~~been~~preliminary ~~unable to develop a going concern~~ or ~~that~~development ~~such~~stage, ~~business~~which is already in ~~its~~operation, ~~development~~or ~~stage~~ in ~~that~~essentially itany ~~has~~stage ~~not~~of ~~generated significant revenues from~~ its ~~principal~~corporate ~~business activities prior to the Company's anticipation~~life. ~~There~~It is acurrently ~~risk,~~impossible ~~even~~to ~~after~~predict the ~~Company's~~status ~~participation~~of inany ~~the~~business ~~activity~~in ~~and~~which the ~~related expenditure of the~~ Company's ~~funds~~may ~~that the combined enterprises will still be unable to~~ become aengaged, ~~going~~in ~~concern~~that orsuch ~~advance~~business ~~beyond~~may ~~the~~need ~~development~~additional ~~stage.~~capital, ~~Many~~may ofmerely ~~the~~desire ~~opportunities~~to ~~may~~have ~~involve~~its ~~new~~shares ~~and~~publicly ~~untested products~~traded, ~~processes,~~ or ~~market strategies which~~ may ~~not~~seek ~~succeed.~~other ~~Such~~perceived ~~risks~~advantages ~~will~~which ~~be assumed by~~ the Company ~~and,~~may ~~therefore, its shareholders~~offer.

~~The~~Acquisition ~~Company will not restrict its search for any specific kind~~ of business, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is currently impossible to predict the status of any business in which the Company may become engaged, in that such business may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.Opportunities

~~Acquisition~~In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of ~~Opportunities~~an existing business. On the consummation of a transaction, it is possible that the present management and shareholders of the Company will not be in control of the Company. In addition, a majority or all of the Company's officers and directors may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Company's shareholders.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of a transaction, it is possible that the present management and shareholders of the Company will not be in control of the Company. In addition, a majority or all of the Company's officers and directors may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Company's shareholders.9

10It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable Federal and state securities laws. In some circumstances, however, as a negotiated element of this transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's common stock may have a depressive effect on such market. While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called "tax free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the "Code"). In order to obtain tax free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company, including investors in this offering, would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.

ItAs ispart anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable Federal and state securities laws. In some circumstances, however, as a negotiated element of ~~this transaction,~~ the Company's ~~may agree to register such securities either at the time the transaction is consummated~~investigation, ~~under~~officers ~~certain conditions, or at specified time thereafter. The issuance of substantial additional securities~~ and ~~their~~directors ~~potential sale into any trading market which may develop in the Company's common stock may have a depressive effect on such market. While the actual terms~~ of ~~a transaction to which~~ the Company ~~may~~will bemeet apersonally ~~party~~with ~~cannot~~management beand ~~predicted~~key personnel, it may bevisit ~~expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event~~ and ~~thereby~~inspect ~~structure~~material ~~the~~facilities, ~~acquisition~~obtain inindependent aanalysis ~~so called "tax free" reorganization under Sections 368(a)(1)~~ or ~~351~~verification of ~~the~~certain ~~Internal~~information ~~Revenue Code of 1986~~provided, ascheck ~~amended~~references ~~(the~~of ~~"Code").~~management Inand ~~order~~key topersonnel, ~~obtain~~and ~~tax~~take ~~free~~other ~~treatment~~reasonable ~~under~~investigative ~~the Code~~measures, ~~it may be necessary for the owners of the acquired business~~ to ~~own 80% or more of~~ the ~~voting~~extent ~~stock~~ of the ~~surviving entity. In such event, the shareholders of the~~ Company,'s ~~including~~limited ~~investors~~financial inresources ~~this offering, would retain less than 20% of the issued~~ and ~~outstanding~~management ~~shares of the surviving entity, which could result in significant dilution in the equity of such shareholders~~expertise.

AsThe ~~part~~manner ofin ~~the~~which each Company's ~~investigation,~~participates ~~officers~~in ~~and~~an ~~directors~~opportunity ~~of the Company~~ will ~~meet~~depend ~~personally~~on ~~with~~the ~~management~~nature ~~and~~of ~~key~~the ~~personnel~~opportunity, ~~may~~the ~~visit~~respective needs and ~~inspect~~desires ~~material~~of ~~facilities,~~the ~~obtain~~Company ~~independent~~and ~~analysis~~other ~~or verification of certain information provided~~parties, ~~check~~the ~~references~~management of ~~management~~the ~~and key personnel~~opportunity, and ~~take~~the ~~other~~relative ~~reasonable~~negotiating ~~investigative~~strength ~~measures, to the extent~~ of the Company's ~~limited~~and ~~financial~~such ~~resources~~other ~~and~~ management ~~expertise~~.

~~The~~With ~~manner~~respect into ~~which~~any ~~each~~mergers ~~Company~~or ~~participates~~acquisitions, innegotiations anwith ~~opportunity~~target company management will ~~depend~~be expected to focus on the ~~nature~~percentage of the ~~opportunity~~Company which target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the ~~respective~~target ~~needs~~company's assets and ~~desires~~liabilities, of the Company's ~~and~~shareholders ~~other~~will ~~parties,~~in all likelihood hold a lesser percentage ownership interest in the ~~management~~Company offollowing any merger or acquisition. The percentage ownership may be subject to significant reduction in the ~~opportunity,~~event ~~and~~the Company acquires a target company with substantial assets. Any merger or acquisition effected by the ~~relative~~Company ~~negotiating~~can ~~strength~~be expected to have a significant dilutive effect on the percentage of shares held by the Company's ~~and~~then ~~such~~shareholders, ~~other~~including ~~management~~purchasers in this offering.

~~With~~The ~~respect to any mergers or acquisitions, negotiations with target company management will be expected to focus on the percentage of the~~ Company which target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will innot ~~all~~have ~~likelihood~~sufficient ~~hold~~funds a(unless ~~lesser~~it ~~percentage~~is ~~ownership~~able ~~interest in the Company following any merger or acquisition. The percentage ownership may be subject~~ to ~~significant~~raise ~~reduction~~funds in ~~the event the Company acquires~~ a ~~target~~private ~~company~~placement) ~~with substantial assets. Any merger or acquisition effected by the Company can be expected~~ to ~~have~~undertake aany significant ~~dilutive~~development, ~~effect~~marketing onand ~~the~~manufacturing ~~percentage~~ of ~~shares~~any ~~held~~products bywhich ~~the~~may ~~Company's~~be ~~then shareholders, including purchasers in this offering~~acquired.

~~The~~Accordingly, following the acquisition of any such product, the Company will, ~~not~~in ~~have~~all ~~sufficient~~likelihood, ~~funds~~be ~~(unless~~required itto iseither ~~able~~seek todebt ~~raise~~or ~~funds~~equity financing or obtain funding from third parties, in aexchange ~~private~~for ~~placement)~~which the Company would probably be required to ~~undertake~~give up a substantial portion of its interest in any ~~significant~~acquired product. There is no assurance that the Company will be able either to obtain additional financing or interest third parties in providing funding for the further development, marketing and manufacturing of any products ~~which may be~~ acquired.

~~Accordingly,~~It ~~following~~is anticipated that the ~~acquisition~~investigation of ~~any~~specific ~~such~~business ~~product,~~opportunities and the ~~Company will~~negotiation, indrafting ~~all~~and ~~likelihood,~~execution beof ~~required~~relevant ~~to either seek debt or equity financing or obtain funding from third parties~~agreements, indisclosure ~~exchange~~documents ~~for~~and ~~which~~other ~~the~~instruments ~~Company~~will ~~would~~require ~~probably~~substantial bemanagement ~~required~~time toand ~~give~~attention upand a substantial ~~portion~~costs offor ~~its~~accountants, ~~interest~~attorneys inand ~~any~~others. ~~acquired~~If ~~product.~~a ~~There~~decision is nomade ~~assurance~~not ~~that~~to ~~the~~participate ~~Company~~in ~~will~~a bespecific ~~able~~business ~~either~~opportunity tothe ~~obtain~~costs ~~additional~~therefore ~~financing~~incurred ~~or interest third parties~~ in ~~providing funding for~~ the ~~further~~related ~~development,~~investigation ~~marketing~~would ~~and~~not ~~manufacturing~~be ~~of any products acquired~~recoverable.

ItFurthermore, iseven ~~anticipated~~if ~~that~~an ~~the~~agreement ~~investigation~~is ofreached ~~specific~~for ~~business opportunities and~~ the ~~negotiation,~~participation ~~drafting~~in ~~and~~a ~~execution~~specific ofbusiness ~~relevant agreements~~opportunity, ~~disclosure~~the ~~documents~~failure ~~and~~to ~~other~~consummate ~~instruments~~that ~~will~~transaction ~~require~~may ~~substantial~~result ~~management~~in ~~time and attention and substantial costs for accountants, attorneys and others. If~~ a ~~decision~~loss ~~is made not~~ to ~~participate in a specific business opportunity~~ the ~~costs~~Company ~~therefore~~of ~~incurred in~~ the related ~~investigation~~costs ~~would not be recoverable~~incurred.

Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs incurred.10

11Management believes that the Company may be able to benefit from the use of "leverage" in the acquisition of a business opportunity. Leveraging a transaction involves the acquisition of a business through incurring significant indebtedness for a large percentage of the purchase price for that business.

~~Management~~Through ~~believes~~a ~~that~~leveraged transaction, the Company ~~may~~would be ~~able~~required to ~~benefit~~use ~~from~~less of its available funds for acquiring the ~~use~~business ofopportunity ~~"leverage"~~and, intherefore, could commit those funds to the ~~acquisition~~operations of athe business opportunity, to acquisition of other business opportunities or to other activities. ~~Leveraging~~The borrowing involved in a leveraged transaction ~~involves~~would ordinarily be secured by the ~~acquisition~~assets of the business opportunity to be acquired. If the business opportunity acquired is not able to generate sufficient revenues to make payments on the debt incurred by the Company to acquire that business opportunity, the lender would be able to exercise the remedies provided by law or by contract. These leveraging techniques, while reducing the amount of funds that the Company must commit to acquiring a business ~~through~~opportunity, ~~incurring~~may ~~significant~~correspondingly ~~indebtedness~~increase the risk of loss to the Company. No assurance can be given as to the terms or the availability of financing for any acquisition by the Company. During periods when interest rates are relatively high, the benefits of leveraging are not as great as during periods of lower interest rates because the investment in the business opportunity held on a ~~large~~leveraged ~~percentage~~basis will only be profitable if it generates sufficient revenues to cover the related debt and other costs of the ~~purchase~~financing. ~~price~~Lenders from which the Company may obtain funds for ~~that~~purposes ~~business~~of a leveraged buy-out may impose restrictions on the future borrowing, distribution, and operating policies of the Company. It is not possible at this time to predict the restrictions, if any, which lenders may impose or the impact thereof on the Company.

~~Through~~Results ~~a leveraged transaction, the Company would be required to use less~~ of its available funds for acquiring the business opportunity and, therefore, could commit those funds to the operations of the business opportunity, to acquisition of other business opportunities or to other activities. The borrowing involved in a leveraged transaction would ordinarily be secured by the assets of the business opportunity to be acquired. If the business opportunity acquired is not able to generate sufficient revenues to make payments on the debt incurred by the Company to acquire that business opportunity, the lender would be able to exercise the remedies provided by law or by contract. These leveraging techniques, while reducing the amount of funds that the Company must commit to acquiring a business opportunity, may correspondingly increase the risk of loss to the Company. No assurance can be given as to the terms or the availability of financing for any acquisition by the Company. During periods when interest rates are relatively high, the benefits of leveraging are not as great as during periods of lower interest rates because the investment in the business opportunity held on a leveraged basis will only be profitable if it generates sufficient revenues to cover the related debt and other costs of the financing. Lenders from which the Company may obtain funds for purposes of a leveraged buy-out may impose restrictions on the future borrowing, distribution, and operating policies of the Company. It is not possible at this time to predict the restrictions, if any, which lenders may impose or the impact thereof on the Company.Operations

~~Results~~Years ofEnded ~~Operations~~December 31, 2014 and 2013

~~Years~~We ~~Ended~~had $2,368 in cash and cash equivalents as of December 31, 2014. We did not generate any revenues from operations during the years ended December 31, 2014 and 2013. Total operating costs and ~~2012~~expenses during the year ended December 31, 2014 was $28,940 and a net loss of $35,740 as compared to total operating costs and expenses of $28,442 for a net loss of $33,913 for the year ended December 31, 2013. Expenses for both years consisted entirely of professional, legal and accounting fees relating to our reporting requirements and general and administrative expenses.

WeLiquidity ~~had $566 in cash~~ and ~~cash~~Capital equivalents as of December 31, 2013, and have experienced losses since inception. We did not generate any revenues from operations during the years ended December 31, 2013 and 2012. Total operating costs and expenses during the year ended December 31, 2013 were $28,442 for a net loss of $33,913 compared to total operating costs and expenses of $26,487 for a net loss of $30,707 for the year ended December 31, 2012. Expenses for both years consisted entirely of professional, legal and accounting fees relating to our reporting requirements and general and administrative expenses. We have incurred a cumulative net loss of $191,785 for the period February 20, 2007 (inception) to December 31, 2013.Resources

~~Liquidity~~Our balance sheet as of December 31, 2014 reflects that the Company had $2,368 in cash. In addition, the Company had a working capital deficiency and ~~Capital~~stockholders’ ~~Resources~~deficiency of $171,725 at December 31, 2014.

~~Our~~As ~~balance sheet as~~ of December 31, 2014 and 2013, ~~reflects~~loans ~~that~~payable ~~the~~to ~~Company~~a ~~has~~related party bear interest at 5% per annum and are payable on demand and were $~~566~~150,124 inand ~~assets~~$119,474, respectively. InLoans ~~addition~~consist of advances made by Sholom Drizin, the ~~Company~~principal ~~had~~shareholder aof ~~working~~the ~~capital~~Company. ~~deficiency~~Accrued ~~and~~interest ~~stockholders’~~on ~~deficiency~~these ofloans was $~~135~~20,~~985~~952 atand $14,152 and for the years ended December 31, 2014 and 2013, respectively.

AsThe focus of ~~December~~the ~~31,~~Company’s ~~2013~~efforts ~~and~~is ~~2012,~~to ~~loans~~acquire ~~payable~~or todevelop aan ~~related~~operating ~~party~~business. ~~bear~~Despite ~~interest~~no active operations at 5%this ~~per~~time, ~~annum~~management ~~and~~intends ~~are~~to ~~payable~~continue onin ~~demand~~business and ~~were~~has ~~$119,474~~no ~~and~~intention ~~$99,474,~~to ~~respectively~~liquidate the Company. ~~Loans~~The ~~consist~~Company ofhas ~~advances~~considered ~~made~~various bybusiness ~~Sholom~~alternatives ~~Drizin,~~including the ~~principal~~possible ~~shareholder~~acquisition of ~~the~~an existing business, but to date has found possible opportunities unsuitable or excessively priced. The Company does not contemplate limiting the scope of its search to any particular industry. ~~Accrued~~Management ~~interest~~has onconsidered ~~these~~the ~~loans~~risk ~~was~~of ~~$14,152~~possible ~~and~~opportunities ~~$8,682~~as well as their potential rewards. Management has invested time evaluating several proposals for ~~the~~possible ~~years~~acquisition ~~ended~~or ~~December~~combination; 31however, ~~2013~~none of these opportunities were pursued. The Company presently owns no real property and ~~2012,~~at ~~respectively~~this time has no intention of acquiring any such property. The Company’s significant expected expenses are comprised primarily of professional fees incident to its reporting requirements.

The focus of the Company’s efforts is to acquire or develop an operating business. Despite no active operations at this time, management intends to continue in business and has no intention to liquidate the Company. The Company has considered various business alternatives including the possible acquisition of an existing business, but to date has found possible opportunities unsuitable or excessively priced. The Company does not contemplate limiting the scope of its search to any particular industry. Management has considered the risk of possible opportunities as well as their potential rewards. Management has invested time evaluating several proposals for possible acquisition or combination; however, none of these opportunities were pursued. The Company presently owns no real property and at this time has no intention of acquiring any such property. The Company’s significant expected expenses are comprised primarily of professional fees incident to its reporting requirements.11

12The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company’s recurring losses from operations, stockholders' deficiency and working capital deficiency, and lack of revenue generating operations, raise substantial doubt about the Company’s ability to continue as a going concern.

~~The~~Management ~~accompanying~~believes ~~financial~~that ~~statements~~the ~~have~~Company ~~been~~will ~~prepared~~continue ~~assuming~~to incur losses and negative cash flows from operating activities for the ~~Company~~foreseeable ~~will~~future ~~continue~~and aswill aneed ~~going~~additional ~~concern.~~equity ~~The~~or ~~Company’s~~debt ~~recurring~~financing ~~losses~~to ~~from~~sustain its operations, ~~stockholders'~~until ~~deficiency~~it can achieve profitability and ~~working~~positive ~~capital~~cash ~~deficiency~~flows, ~~and~~if ~~lack~~ever. ofManagement ~~revenue~~plans ~~generating~~to ~~operations,~~seek ~~raise~~additional ~~substantial~~debt ~~doubt~~and/or ~~about~~equity financing for the Company’s, ~~ability~~but tocannot ~~continue~~assure asthat asuch ~~going~~financing ~~concern~~will be available, of if available, on acceptable terms.

~~Management~~The ~~believes~~accompanying ~~that~~financial ~~the~~statements ~~Company~~do ~~will~~not ~~continue~~include toany ~~incur~~adjustments ~~losses~~that ~~and~~might ~~negative~~result ~~cash flows~~ from ~~operating activities for~~ the ~~foreseeable~~outcome ~~future~~of ~~and~~this ~~will~~uncertainty. ~~need~~There ~~additional equity or debt financing to sustain its operations until it~~ can ~~achieve~~be ~~profitability~~no ~~and~~assurance ~~positive~~that ~~cash~~management ~~flows,~~will ifbe ~~ever.~~successful ~~Management~~in ~~plans~~implementing toits ~~seek~~business ~~additional~~plan ~~debt and/~~or ~~equity~~that ~~financing for~~ the ~~Company,~~successful ~~but~~implementation ~~cannot~~of ~~assure that~~ such ~~financing~~business plan will beactually ~~available,~~improve ofthe ifCompany’s ~~available,~~operating ~~on acceptable terms~~results.

~~The~~Going ~~accompanying~~Concern financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results.Consideration

~~Going~~The ~~Concern~~Company ~~Consideration~~has not commenced planned principal operations. The Company had no revenues and incurred net losses for the years ended December 31, 2014 and 2013. In addition, the Company had a working capital deficiency and stockholders' deficiency of $171,725 at December 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ~~Company~~financial isstatements acontained ~~development~~herein ~~stage~~for ~~company~~the ~~and~~period ~~has~~ending ~~not~~December ~~commenced~~31, ~~planned~~2014, ~~principal~~have ~~operations.~~been ~~The~~prepared ~~Company~~on ~~had~~a no“going ~~revenues~~concern” basis, which contemplates the realization of assets and ~~has~~the ~~incurred~~satisfaction aof ~~cumulative~~liabilities ~~net~~in ~~loss~~the normal course of ~~$191,785~~business. ~~for~~For the ~~period~~reasons ~~February~~discussed ~~20,~~herein ~~2007~~and ~~(inception)~~in the footnotes to ~~December~~our ~~31,~~financial ~~2013.~~statements Inincluded ~~addition~~herein, ~~the~~there ~~Company~~is ~~had~~a significant risk that we will be unable to continue as a ~~working~~going ~~capital~~concern. ~~deficiency~~Our ~~and~~audited ~~stockholders'~~financial ~~deficiency~~statements ofincluded ~~$135,985~~in atthis Annual Report for the year ended December 31, ~~2013.~~2014, ~~These~~contain ~~factors~~additional ~~raise~~note ~~substantial~~disclosures ~~doubt~~describing ~~about~~ the ~~Company’s~~circumstances ~~ability~~that lead to ~~continue~~this asdisclosure aby ~~going~~our ~~concern~~independent auditors.

~~The~~Off-Balance ~~financial~~Sheet statements contained herein for the period ending December 31, 2013, 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. For the reasons discussed herein and in the footnotes to our financial statements included herein, there is a significant risk that we will be unable to continue as a going concern. Our audited financial statements included in this Annual Report for the year ended December 31, 2013, contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.Arrangements

~~Off~~We do not have any off-~~Balance~~balance ~~Sheet~~sheet ~~Arrangements~~arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or liquidity.

WeNeed doFor ~~not~~Additional ~~have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or liquidity.~~Financing

~~Need~~Based ~~For~~upon our ~~Additional~~current ~~Financing~~major shareholder’s willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company’s cash needs required for the costs of compliance with the reporting requirements of the Exchange Act, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially. In addition, as the current major shareholder is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.

~~Based~~Item upon current major shareholder’s willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company’s cash needs required for the costs of compliance with the reporting requirements of the Exchange Act, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time7A. ~~Accordingly,~~Quantitative in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and ~~once~~Qualitative aDisclosures ~~business~~About ~~combination~~Market ~~is completed, the Company’s needs for additional financing are likely to increase substantially~~Risk. In addition, as the current major shareholder is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.

~~Item~~Smaller ~~7A.~~reporting ~~Quantitative~~companies ~~and~~are ~~Qualitative~~not ~~Disclosures~~required ~~About~~to ~~Market~~provide ~~Risk~~the information required by this item.

~~Smaller reporting companies are not required to provide the information required by this item.~~12

Item 8. Financial Statements.

13REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~REPORT~~Board OFof ~~INDEPENDENT~~Directors ~~REGISTERED~~and ~~PUBLIC ACCOUNTING FIRM~~Stockholders

~~Board~~Watchtower, ~~of Directors and Stockholders~~Inc.

We have audited the accompanying balance sheets of Watchtower, Inc. (“the Company”) as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ deficiency and cash flows for each of the two years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheets~~with the standards of ~~Watchtower,~~the ~~Inc.~~Public (aCompany ~~Development~~Accounting ~~Stage~~Oversight ~~Company)~~Board (~~“the~~United ~~Company”~~States). asThose ofstandards ~~December~~require ~~31,~~that ~~2013~~we ~~and~~plan ~~2012,~~ and perform the ~~related~~audit ~~statements~~to ofobtain ~~operations,~~reasonable ~~stockholders’~~assurance ~~equity~~about ~~(deficiency)~~whether ~~and~~the ~~cash~~financial ~~flows~~statements ~~for~~are ~~each~~free of ~~the~~material ~~two~~misstatement. ~~years~~The inCompany ~~the~~is ~~period~~not ~~ended~~required ~~December~~to 31have, ~~2013,~~nor ~~and~~were ~~the~~we ~~period~~engaged ~~February~~to 20perform, ~~2007~~an ~~(inception)~~audit toof ~~December~~its ~~31,~~internal ~~2013~~control over financial reporting. ~~These~~ Our audits included consideration of internal control over financial ~~statements~~reporting as a basis for designing audit procedures that are appropriate in the ~~responsibility~~circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s ~~management. Our~~internal ~~responsibility~~control isover tofinancial reporting. Accordingly, we express anno such opinion. Also, an audit includes examining, on ~~these~~a test basis, evidence supporting the amounts and disclosures in the financial statements, ~~based~~assessing onthe accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, ~~in accordance with~~ the ~~standards~~financial ofstatements ~~the~~referred ~~Public~~to ~~Company~~above ~~Accounting~~present ~~Oversight~~fairly, ~~Board~~in ~~(United~~all ~~States). Those~~material ~~standards~~respects, ~~require that we plan and perform~~ the ~~audit to obtain reasonable assurance about whether the~~ financial ~~statements~~position ~~are free~~ of ~~material~~Watchtower, ~~misstatement~~Inc. ~~The~~ ~~Company~~at isDecember ~~not required to have~~31, ~~nor~~2014 ~~were~~and ~~we engaged to perform~~2013, anand ~~audit~~the results of its ~~internal~~operations ~~control~~and ~~over~~its ~~financial~~cash ~~reporting. Our~~flows ~~audits~~for ~~included~~each ~~consideration~~ of ~~internal~~the ~~control~~two ~~over~~years ~~financial reporting as a basis for designing audit procedures that are appropriate~~ in the ~~circumstances,~~period ~~but~~ended ~~not~~December ~~for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly~~31, we2014 ~~express no such opinion. Also, an audit includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InThe ~~our~~accompanying ~~opinion,~~financial statements have been prepared assuming the ~~financial~~Company ~~statements~~will ~~referred~~continue toas ~~above~~a ~~present~~going ~~fairly,~~concern. As discussed in ~~all~~Note ~~material~~2 ~~respects,~~to the financial ~~position~~statements, ofthe ~~Watchtower,~~Company ~~Inc.~~has atincurred net losses for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, and ~~the~~at ~~results~~December of31, ~~its~~2014 ~~operations~~has ~~and~~a ~~its~~working ~~cash~~capital ~~flows~~deficiency ~~for~~and ~~each~~stockholders' ofdeficiency. ~~the~~These ~~two~~factors ~~years~~raise insubstantial doubt about the ~~period~~Company’s ~~ended~~ability ~~December~~to ~~31,~~continue ~~2013,~~as ~~and~~a ~~the~~going ~~period~~concern. ~~February~~Management’s ~~20,~~plans ~~2007~~regarding ~~(inception)~~those tomatters ~~December~~are ~~31,~~also ~~2013~~described in ~~conformity~~Note ~~with~~2. ~~accounting~~The ~~principles~~financial ~~generally~~statements ~~accepted~~do innot ~~the~~include ~~United~~any ~~States~~adjustments that might result from the outcome of ~~America~~this uncertainty.

~~The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements~~WOLINETZ, ~~the~~LAFAZAN ~~Company~~& ~~is a development stage company~~COMPANY, ~~has incurred a cumulative net loss since inception, and has a working capital deficiency and stockholders' deficiency~~P. ~~These factors raise substantial doubt about the Company’s ability to continue as a going concern~~C. ~~Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~WOLINETZ,~~Rockville ~~LAFAZAN & COMPANY~~Centre, ~~P.C.~~New York

~~Rockville~~March ~~Centre~~31, ~~New York~~2015

~~March 26, 2014~~F-1

~~F-1~~WATCHTOWER, INC.

~~WATCHTOWER,~~BALANCE ~~INC.~~SHEET

(A DEVELOPMENT STAGE COMPANY)

	December 31,
	2014			2013
ASSETS
Current Assets:
Cash and Cash Equivalents	$	2,368		$	566

Total Current Assets		2,368			566

Total Assets	$	2,368		$	566

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities:
Accrued Expenses	$	3,017		$	2,925
Accrued Interest - Related Party		20,952			14,152
Loan Payable - Related Party		150,124			119,474

Total Current Liabilities		174,093			136,551

Commitments and Contingencies

Stockholders’ Deficiency:
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, none issued and outstanding		-			-
Common Stock, $.0001 par value; 500,000,000 shares authorized,12,400,000 shares issued and outstanding		1,240			1,240
Additional Paid-In Capital		54,560			54,560
Accumulated Deficit		(227,525	)		(191,785	)

Total Stockholders’ Deficiency		(171,725	)		(135,985	)

Total Liabilities and Stockholders’ Deficiency	$	2,368		$	566

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

	December 31,
	2013			2012
ASSETS
Current Assets:
Cash and Cash Equivalents	$	566		$	9,245
Total Current Assets		566			9,245
Total Assets	$	566		$	9,245
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accrued Expenses	$	2,925		$	3,161
Accrued Interest - Related Party		14,152			8,682
Loan Payable - Related Party		119,474			99,474
Total Current Liabilities		136,551			111,317
Commitments and Contingencies
Stockholders’ Deficiency:
Preferred Stock, $.0001 par value; 5,000,000 shares authorized,
none issued and outstanding		-			-
Common Stock, $.0001 par value; 500,000,000 shares authorized,
12,400,000 shares issued and outstanding		1,240			1,240
Additional Paid-In Capital		54,560			54,560
Deficit Accumulated During the Development Stage		(191,785	)		(157,872	)
Total Stockholders’ Deficiency		(135,985	)		(102,072	)
`Total Liabilities and Stockholders’ Deficiency	$	566		$	9,245

F-1

F-2

~~The~~WATCHTOWER, ~~accompanying~~INC.STATEMENT ~~notes~~OF ~~are an integral part of these financial statements.~~OPERATIONS

F-2

	For the Year Ended
	December 31,
	2014			2013

Net Revenues	$	-		$	-

Costs and Expenses:
Professional Fees		21,480			21,452
General and Administrative Expenses		7,460			6,990

Total Costs and Expenses		28,940			28,442

Operating Loss		(28,940	)		(28,442	)

Other Income (Expense):
Interest Expense		(6,800	)		(5,471	)
Total Other Income (Expense)		(6,800	)		(5,471	)

Net Loss	$	(35,740	)	$	(33,913	)
Basic and Diluted Loss Per Common Share	$	(.00	)	$	(.00	)

Weighted Average Common Shares Outstanding		12,400,000			12,400,000

~~WATCHTOWER,~~The ~~INC~~accompanying notes are an integral part of these financial statements.

~~(A DEVELOPMENT STAGE COMPANY)~~F-3

~~STATEMENT~~WATCHTOWER, ~~OF OPERATIONS~~INC.

							For the Period
	For the Year Ended						February 20, 2007 (Inception) to
	December 31,						December 31,
	2013			2012			2013
Net Revenues	$	-		$	-		$	-
Costs and Expenses:
Professional Fees		21,452			18,208			137,260
Consulting Fees		-			-			14,500
General and Administrative Expenses		6,990			8,279			52,622
Start Up Costs		-			-			1,103
Total Costs and Expenses		28,442			26,487			205,485
Operating Loss		(28,442	)		(26,487	)		(205,485	)
Other Income (Expense):
Interest Expense		(5,471	)		(4,220	)		(15,936	)
Extinguishment of Debt		-			-			29,636
Total Other Income (Expense)		(5,471	)		(4,220	)		13,700
Net Loss	$	(33,913	)	$	(30,707	)	$	(191,785	)
Basic and Diluted Loss Per Common Share	$	.00		$	.00
Weighted Average Common Shares Outstanding		12,400,000			12,400,000

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

~~The~~FOR ~~accompanying~~THE ~~notes~~YEARS ~~are~~ENDED anDECMBER ~~integral~~31, ~~part~~2014 ofAND ~~these financial statements.~~2013

F-3

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance December 31, 2012		12,400,000	$	1,240	$	54,560	$	(157,872	)	$	(102,072	)

Net Loss for the Year Ended December 31, 2013		-		-		-		(33,913	)		(33,913	)

Balance December 31, 2013		12,400,000		1,240		54,560		(191,785	)		(135,985	)

Net Loss for the Year Ended December 31, 2014		-		-		-		(35,740	)		(35,740	)

Balance December 31, 2014		12,400,000	$	1,240	$	54,560	$	(227,525	)	$	(171,725	)

~~WATCHTOWER,~~The ~~INC~~accompanying notes are an integral part of these financial statements.

~~(A DEVELOPMENT STAGE COMPANY)~~F-4

~~STATEMENT~~WATCHTOWER, ~~OF STOCKHOLDERS’ DEFICIENCY~~INC.

~~FOR~~STATEMENT ~~THE~~OF ~~PERIOD~~CASH ~~FEBRUARY 20, 2007 (INCEPTION) TO DECEMBER 31, 2013~~FLOWS

	Common Stock						Additional Paid-In		Deficit Accumulated During the Development
	For the Year Ended
	Shares			Amount			Capital		Stage			Total
	December 31,
Balance, February 20, 2007		-		$	-		$	-	$	-		$	-
	2014			2013
Common Stock Issued to Founders
Cash Flows from Operating Activities:
at $.0001 Per Share, February 20, 2007		8,000,000			800			-		-			800
Net Loss	$	(35,740	)	$	(33,913	)
Common Stock Issued to Private Investors
Adjustments to Reconcile Net Loss to Net Cash (Used) in Operating Activities:
At $.01 Per Share, April 10, 2007		3,500,000			350			34,650		-			35,000
Changes in Assets and Liabilities:
Common Stock Issued Pursuant to Public
Increase (Decrease) in Accrued Expenses		92			(236	)
Offering at $.05 Per Share, Net of Expenses		900,000			90			19,910		-			20,000
Increase in Accrued Interest - Related Party		6,800			5,470
of Offering, August 25, 2007
Net Cash (Used) in Operating Activities		(28,848	)		(28,679	)
Net Loss for the Period		-			-					(15,202	)		(15,202	)
Cash Flows from Investing Activities:		-			-
Balance, December 31, 2007		12,400,000			1,240			54,560		(15,202	)		40,598
Cash Flows from Financing Activities:
Net Loss for the Year Ended
Proceeds of Borrowings - Loan Payable - Related Party		30,650			20,000
December 31, 2008		-			-			-		(60,174	)		(60,174	)
Net Cash Provided by Financing Activities		30,650			20,000
Balance, December 31, 2008		12,400,000			1,240			54,560		(75,376	)		(19,576	)
Increase (Decrease) in Cash and cash Equivalents		1,802			(8,679	)
Net Income for the Year Ended
Cash and Cash Equivalents – Beginning		566			9,245
December 31, 2009		-			-			-		3,951			3,951
Cash and Cash Equivalents – Ending	$	2,368		$	566
Balance, December 31, 2009		12,400,000			1,240			54,560		(71,425	)		(15,625	)
Supplemental Disclosures of Cash Flow Information:
Net Loss for the Year Ended
Interest Paid	$	-		$	-
December 31, 2010		-			-			-		(26,770	)		(26,770	)
Income Taxes Paid	$	-		$	-
Balance, December 31, 2010		12,400,000			1,240			54,560		(98,195	)		(42,395	)
Net Loss for the Year Ended
December 31, 2011		-			-			-		(28,970	)		(28,970	)
Balance, December 31, 2011		12,400,000			1,240			54,560		(127,165	)		(71,365	)
Net Loss for the Year Ended
December 31, 2012		-			-			-		(30,707	)		(30,707	)
Balance December 31, 2012		12,400,000		$	1,240			54,560		(157,872	)		(102,072	)
Net Loss for the Year Ended
December 31, 2013		-			-			-		(33,913	)		(33,913	)
Balance December 31, 2013		12,400,000		$	1,240		$	54,560	$	(191,785	)	$	(135,985	)

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

F-45

WATCHTOWER, INC.

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~STATEMENT~~NOTE OF1 ~~CASH~~- ~~FLOWS~~Summary of Significant Accounting Policies

							For the Period
	For the Year Ended						February 20, 2007 (Inception) to
	December 31,						December 31,
	2013			2012			2013
Cash Flows from Operating Activities:
Net Loss	$	(33,913	)	$	(30,707	)	$	(191,785	)
Adjustments to Reconcile Net Loss to
Net Cash (Used) in Operating Activities:
Extinguishment of Debt		-			-			(29,636	)
Changes in Assets and Liabilities:
Increase (Decrease) in Accrued Expenses		(236	)		2,161			4,711
Increase in Accrued Interest - Related Party		5,470			4,221			14,152
Net Cash (Used) in Operating Activities		(28,679	)		(24,325	)		(202,558	)
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock		-			-			80,800
Expenses of Public Offering		-			-			(25,000	)
Proceeds of Borrowings - Loan Payable -
Related Party		20,000			30,000			119,474
Proceeds of Borrowings - Loan Payable		-			-			27,850
Net Cash Provided by Financing Activities		20,000			30,000			203,124
Increase in Cash		(8,679	)		5,675			566
Cash – Beginning of Period		9,245			3,570			-
Cash – End of Period	$	566		$	9,245		$	566
Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	-		$	-		$	-
Income Taxes Paid	$	-		$	-		$	-

Organization

~~The~~Watchtower, ~~accompanying~~Inc. ~~notes~~(“the ~~are~~Company”) anwas ~~integral~~incorporated ~~part~~on February 20, 2007 under the laws of ~~these~~the ~~financial~~State ~~statements~~of Nevada.

~~F-5~~ The Company incurred net losses for the years ended December 31, 2014 and 2013 and has not generated revenues from planned principal operations. The Company has abandoned its business plan and is now seeking an operating company with which to merge or acquire. Accordingly, the Company is now considered a blank check company. There is no assurance, however, that the Company will achieve its objectives or goals.

~~WATCHTOWER,~~Cash ~~INC.~~and Cash Equivalents

(AThe ~~DEVELOPMENT~~Company ~~STAGE~~considers ~~COMPANY)~~all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.

~~NOTES~~Revenue ~~TO FINANCIAL STATEMENTS~~Recognition

~~NOTE~~For revenue from product sales, the Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) -persuasive ~~Summary~~evidence of ~~Significant~~an ~~Accounting~~arrangement ~~Policies~~exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded.

~~Organization~~Advertising Costs

~~Watchtower,~~Advertising ~~Inc~~costs will be charged to operations when incurred. ~~(“the~~The Company”) ~~was~~did ~~incorporated~~not onincur ~~February~~any ~~20,~~advertising ~~2007~~costs ~~under~~during the ~~laws~~years ofended ~~the~~December ~~State~~31, of2014 ~~Nevada~~and 2013.

~~The~~Income Company has not yet generated revenues from planned principal operations and is considered a development stage company. The Company originally intended to market and resell agricultural based bio-diesel fuels. The Company has since abandoned its business plan and is now seeking an operating company with which to merge or acquire. Accordingly, the Company is now considered a blank check company. There is no assurance, however, that the Company will achieve its objectives or goals.Taxes

~~Cash~~The Company accounts for income taxes using the asset and ~~Cash~~liability ~~Equivalents~~method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~The Company considers all highly~~F-~~liquid investments purchased with a maturity of three months or less to be cash equivalents.~~6

~~Revenue~~WATCHTOWER, ~~Recognition~~INC.

~~For~~NOTES ~~revenue~~TO ~~from~~FINANCIAL product sales, the Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded.STATEMENTS

~~Advertising~~NOTE ~~Costs~~1 - Summary of Significant Accounting Policies (Continued)

~~Advertising~~Loss ~~costs~~Per will be charged to operations when incurred. The Company did not incur any advertising costs during the years ended December 31, 2013 and 2012 and the period February 20, 2007 (inception) to December 31, 2013.Share

~~Income~~The ~~Taxes~~computation of loss per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).

~~The~~Research ~~Company accounts for income taxes using the asset~~ and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.Development

~~F-6~~Research and development costs will be charged to expense in the period incurred. The Company did not incur any research and development costs during the years ended December 31, 2014 and 2013.

~~WATCHTOWER,~~Accounting ~~INC.~~Estimates

(AThe ~~DEVELOPMENT~~preparation ~~STAGE~~of ~~COMPANY)~~financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

~~NOTES~~Fair TOValue ~~FINANCIAL STATEMENTS~~Measurement

~~NOTE~~ FASB 1ASC -820 ~~Summary~~defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of ~~Significant~~a ~~Accounting~~principal ~~Policies~~market, ~~(Continued)~~the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.

~~Loss~~ The ~~Per~~fair ~~Share~~value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

~~The~~· ~~computation~~Level of1 ~~loss~~inputs ~~per~~are ~~share~~quoted isprices ~~based~~(unadjusted) onin ~~the~~active ~~weighted~~markets ~~average~~for ~~number~~identical ofassets ~~common~~or ~~shares~~liabilities ~~outstanding~~the ~~during~~Company has the ~~period~~ability ~~presented~~to access. ~~Diluted~~· ~~loss~~Level ~~per~~2 ~~common~~inputs ~~share~~are isinputs (other than quoted prices included within level 1) that are observable for the ~~same~~assets asor ~~basic~~liability, ~~loss~~either ~~per~~directly ~~common~~or ~~share~~indirectly. as· ~~there~~Level 3 are nounobservable ~~potentially~~inputs ~~dilutive~~for ~~securities~~the ~~outstanding~~assets or liability and rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (~~options~~The unobservable inputs should be developed based on the best information available in the circumstances and ~~warrants)~~may include the Company's own data.)

~~Research and Development~~F-7

~~Research and development costs will be charged to expense in the period incurred. The Company did not incur any research and development costs during the years ended December 31~~WATCHTOWER, ~~2013 and 2012 and the period February 20, 2007 (inception) to December 31, 2013~~INC.

~~Accounting~~NOTES ~~Estimates~~TO FINANCIAL STATEMENTS

~~The~~NOTE ~~preparation~~1 of- ~~financial~~Summary ~~statements in conformity with generally accepted accounting principles in the United States~~ of ~~America~~Significant ~~requires~~Accounting management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.Policies (Continued)

~~Fair~~Recent ~~Value~~Accounting ~~Measurement~~Pronouncements

~~FASB~~On ~~ASC~~June ~~820~~10, ~~defines~~2014, ~~fair~~the ~~value,~~Financial ~~establishes~~Accounting aStandards ~~framework~~Board ~~for~~(FASB) ~~measuring~~issued ~~fair~~Accounting ~~value~~Standards Update No. 2014-10 (ASU 2014-10), Development ~~and~~Stage ~~establishes~~Entities a(Topic ~~fair~~915): ~~value~~Elimination ~~hierarchy~~of ~~which~~Certain ~~prioritizes~~Financial ~~the~~Reporting ~~inputs~~Requirements, Including an Amendment to ~~valuation~~Variable ~~techniques~~Interest Entities Guidance in Topic 810, Consolidation. ~~Fair~~The ~~value~~amendments isin this update remove the ~~price~~definition ~~that~~of ~~would~~a bedevelopment ~~received~~stage toentity ~~sell~~from anthe ~~asset~~Master orGlossary ~~paid~~of tothe ~~transfer~~Accounting aStandards ~~liability~~Codification, inthereby anremoving ~~orderly~~the ~~transaction~~financial reporting distinction between ~~market~~development ~~participants~~stage atentities ~~the~~and ~~measurement~~other ~~date~~reporting entities from U.S. AGAAP. ~~fair~~In ~~value~~addition, ~~measurement~~the ~~assumes~~amendments ~~that~~eliminate the ~~transaction~~requirements tofor ~~sell~~development ~~the~~stage ~~asset~~entities orto ~~transfer~~(1) ~~the~~present ~~liability~~inception-to-date ~~occurs~~information in the ~~principal~~statements ~~market~~of ~~for~~income, ~~the~~cash ~~asset~~flows, orand ~~liability~~shareholder orequity, in(2) label the ~~absence~~financial statements as those of a ~~principal~~development ~~market~~stage entity, (3) disclose a description of the ~~most~~development ~~advantageous~~stage ~~market.~~activities ~~Valuation~~in ~~techniques~~which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that ~~are~~in ~~consistent~~prior ~~with~~years it had been in the ~~market,~~development ~~income~~stage. orASU ~~cost~~2014-10 ~~approach~~will be effective for interim and annual reporting periods beginning after December 15, as2014. ~~specified~~The byupdate ~~FASB~~became ~~ASC~~effective ~~820~~for the Company during the year ended December 31, ~~are~~2014. ~~used~~The toadoption ~~measure~~of ~~fair~~this ~~value~~standard has no effect on the Company’s results of operations.

~~The~~NOTE ~~fair~~2 ~~value~~- ~~hierarchy~~Going ~~prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:~~Concern

·The ~~Level~~Company 1incurred ~~inputs~~net ~~are~~losses ~~quoted~~for ~~prices~~the ~~(unadjusted)~~years inended ~~active~~December 31, ~~markets~~2014 ~~for~~and ~~identical~~2013, ~~assets~~and had ora ~~liabilities~~working ~~the~~capital ~~Company~~and ~~has~~stockholders' deficiency of $171,725 at December 31, 2014. These factors raise substantial doubt about the Company’s ability to ~~access~~continue as a going concern.

·There ~~Level~~can 2be ~~inputs~~no ~~are~~assurance ~~inputs~~that ~~(other~~sufficient ~~than~~funds ~~quoted~~required ~~prices~~during ~~included~~the ~~within~~next ~~level~~year 1)or thereafter will be generated from operations or that ~~are~~funds ~~observable~~will ~~for~~be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the ~~assets~~inability to generate cash flow from operations or ~~liability~~to raise capital from external sources would force the Company to substantially curtail or cease operations and would, ~~either~~therefore, ~~directly~~have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or ~~indirectly~~that they will not have a significant dilutive effect on the Company’s existing stockholders.

·The ~~Level~~accompanying 3financial ~~are~~statements ~~unobservable~~do ~~inputs~~not ~~for~~include ~~the~~any ~~assets~~adjustments orrelated ~~liability~~to ~~and rely on management's own assumptions about~~ the ~~assumptions~~recoverability ~~that~~or ~~market~~classification ~~participants~~of ~~would~~asset-carrying ~~use~~amounts inor ~~pricing~~ the ~~asset~~amounts orand ~~liability.~~classification ~~(The~~of ~~unobservable~~liabilities ~~inputs~~that ~~should~~may beresult ~~developed~~should ~~based on~~ the ~~best~~Company ~~information~~be ~~available~~unable into ~~the~~continue ~~circumstances~~as ~~and~~a ~~may~~going ~~include the Company's own data~~concern.)

~~F-7~~The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. During the year ended December 31, 2014, the Company borrowed an additional $30,650 from a related party. There can be no assurances that the Company will be able to raise the additional funds it requires.

~~WATCHTOWER, INC.~~F-8

(AWATCHTOWER, ~~DEVELOPMENT STAGE COMPANY)~~INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 13 - ~~Summary~~Loan ofPayable ~~Significant~~- ~~Accounting~~Related ~~Policies (Continued)~~Party

~~Accounting~~Loan ~~Standards~~payable ~~Codification~~to related party at December 31, 2014 and 2013 bears interest at 5% per annum and is payable on demand. It consists of advances made by an individual who is the principal shareholder of the Company. Interest expense on the loan was $ 6,800 and $5,471 for the years ended December 31, 2014 and 2013, respectively.

InNOTE ~~June~~4 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification 105, "Generally Accepted Accounting Principles" ("ASC 105"). On July 1, 2009, the FASB completed ASC 105 as the single source of authoritative U.S. generally accepted accounting principles ("GAAP"), superseding all then-~~existing~~ ~~authoritative~~Preferred accounting and reporting standards, except for rules and interpretive releases for the SEC under authority of federal securities laws, which are sources of authoritative GAAP for Securities and Exchange Commission registrants. ASC 105 reorganizes the authoritative literature comprising U.S. GAAP into a topical format that eliminates the current GAAP hierarchy. ASC 105 is not intended to change U.S. GAAP and will have no impact on the Company's consolidated financial position, results of operations or cash flows. However, since it completely supersedes existing standards, it will affect the way the Company references authoritative accounting pronouncements in its financial statements and other disclosure documents.Stock

~~NOTE~~The 2Company’s Board of Directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up ~~Going~~of ~~Concern~~the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.

~~The~~NOTE ~~Company~~5 is- aIncome development stage company and has not commenced planned principal operations. The Company had no revenues and has incurred a cumulative net loss of $191,785 for the period February 20, 2007 (inception) to December 31, 2013. In addition, the Company had a working capital deficiency and stockholders' deficiency of $135,985 at December 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.Taxes

~~There~~At ~~can~~December be31, no2014, ~~assurance that sufficient funds required during~~ the ~~next~~Company ~~year~~had ~~or thereafter will be generated from operations or that funds will be~~ available ~~from~~net-operating ~~external~~loss ~~sources~~carryforwards ~~such~~for asFederal ~~debt~~tax orpurposes ~~equity financings or other potential sources. The lack~~ of ~~additional~~approximately ~~capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would~~$167, ~~therefore~~350, ~~have~~which amay ~~material~~be ~~adverse~~applied ~~effect~~against onfuture ~~its~~taxable ~~business. Furthermore~~income, ~~there~~if ~~can be no assurance that~~ any, ~~such~~which ~~required~~expire ~~funds,~~at ifvarious ~~available~~times, ~~will~~from be2029 ~~available~~to on2034. ~~attractive~~Certain ~~terms~~significant orchanges ~~that~~in ~~they~~ownership ~~will~~of ~~not~~the ~~have~~Company amay ~~significant~~restrict ~~dilutive~~the ~~effect~~future onutilization ~~the~~of ~~Company’s~~these ~~existing~~tax ~~stockholders~~loss carryforwards.

~~The~~At ~~accompanying~~December ~~financial~~31, ~~statements~~2014, dothe ~~not~~Company ~~include~~had ~~any~~a ~~adjustments~~deferred ~~related~~tax toasset of approximately $57,000 representing the ~~recoverability~~benefit orof ~~classification~~its net operating loss carryforwards. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset~~-carrying~~. ~~amounts~~The ordifference between the ~~amounts~~Federal Statutory Rate of 34% and ~~classification~~the Company's effective tax rate of ~~liabilities~~0% ~~that~~is ~~may~~due ~~result~~to ~~should~~a decrease in the ~~Company~~valuation beallowance ~~unable~~of toapproximately ~~continue~~$9,000 asfor athe ~~going~~year ~~concern~~ended December 31, 2014.

~~The~~NOTE ~~Company~~6 is- ~~attempting~~Subsequent to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. During the year ended December 31, 2013, the Company borrowed an additional $20,000 from a related party. There can be no assurances that the Company will be able to raise the additional funds it requires.Events

~~F-8~~The company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing with the Securities and Exchange Commission.

~~WATCHTOWER, INC.~~F-9

(AItem ~~DEVELOPMENT~~9. ~~STAGE~~Changes ~~COMPANY)~~in and Disagreements With Accountants on Accounting and Financial Disclosure.

~~NOTES~~The TOCompany ~~FINANCIAL~~has ~~STATEMENTS~~had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure.

~~NOTE~~Item 39A. -Controls ~~Loan~~and ~~Payable - Related Party~~Procedures

~~Loan~~EVALUATION ~~payable~~OF toDISCLOSURE related party at December 31, 2013 and 2012 bears interest at 5% per annum and is payable on demand. It consists of advances made by an individual who is the principal shareholder of the Company (see Note 8). Interest expense on the loan was $ 5,471 and $4,220 for the years ended December 31, 2013 and 2012, respectively.CONTROLS

~~NOTE~~Our 4Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” as such term is defined under Rule 13a-15(e) ~~Common~~and ~~Stock~~Rule 15d-15(e) promulgated under the Exchange Act as of December 31, 2014, the end of the period covered by this annual report, have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports filed under the Exchange Act 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, or persons performing similar functions, to allow timely decisions regarding disclosure.

InA ~~February~~controls ~~2007~~system ~~the~~cannot ~~Company~~provide ~~issued~~absolute 8assurance,~~000~~ however,~~000~~ ~~shares~~that the objectives of ~~common~~the ~~stock~~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. We believe our disclosure controls and procedures are designed to ~~the~~provide ~~Founders~~reasonable assurance of ~~the~~achieving ~~Company~~their ~~for~~objectives ~~$800~~and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

InMANAGEMENT’S ~~April~~REPORT ~~2007~~ON ~~the~~INTERNAL ~~Company~~CONTROL ~~sold~~OVER ~~3,500,000~~FINANCIAL ~~shares of common stock for $35,000 to private investors.~~REPORTING

OnManagement ~~August~~of 24the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, ~~2007~~internal control over financial reporting is a process designed by, or under the supervision of, the Company’s ~~sold~~principal ~~900~~executive,~~000~~ ~~shares~~principal ofoperating ~~common~~and ~~stock~~principal ~~pursuant~~financial toofficers, ~~its~~or ~~public~~persons ~~offering~~performing ~~for~~similar ~~gross~~functions, ~~proceeds~~and effected by the Company’s board of ~~$45~~directors,~~000.~~ ~~Expenses~~management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the ~~public~~preparation ~~offering~~of ~~amounted~~financial tostatements ~~$25,000~~for external purposes in accordance with accounting principles generally accepted in the United States of America.

~~NOTE~~The 5Company’s -internal ~~Preferred~~control ~~Stock~~over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s Board of Directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.13

~~NOTE~~Because 6of -its ~~Extinguishment~~inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of ~~Debt~~any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Indebtedness~~The ~~consisting~~Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of ~~loans~~the ~~payable~~Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the ~~amount~~Committee of ~~$27~~Sponsoring Organizations of the Treadway Commission,~~850~~ ~~and~~commonly ~~related~~referred ~~accrued~~to ~~interest~~as the “COSO” criteria. Based on the assessment performed, management believes that as of $1December 31,~~786~~ 2014, the Company’s internal control over financial reporting was ~~forgiven~~effective ~~during~~based ~~2009~~upon the COSO criteria. Additionally, based on management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2014.

FThis annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to Section 989G of the Dodd-9Frank Wall Street Reform and Consumer Protection Act that permits the Company to provide only management's report in this annual report

~~WATCHTOWER,~~Changes ~~INC.~~in Internal Controls

(AThere ~~DEVELOPMENT~~has ~~STAGE~~been ~~COMPANY)~~no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

~~NOTES~~The TOCompany’s ~~FINANCIAL~~management, ~~STATEMENTS~~including the chief executive officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

~~NOTE~~Additionally, 7controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective ~~Income~~control ~~Taxes~~system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined. Management is aware of the risks associated with the lack of segregation of duties at the Company due to the small number of employees currently dealing with general administrative and financial matters. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such lack of segregation of duties and that the potential benefits of adding employees to segregate such duties do not justify the substantial expense associated with such increases. It is also recognized the Company has not designated an audit committee and no member of the board of directors has been designated or qualifies as a financial expert. The Company will address these concerns at the earliest possible opportunity.

AtItem December 31, 2013, the Company had available net-operating loss carryforwards for Federal tax purposes of approximately $192,000, which may be applied against future taxable income, if any, which expire at various times, from 2028 to 20339B. ~~Certain~~Other ~~significant changes in ownership of the Company may restrict the future utilization of these tax loss carryforwards~~Information.

~~At December 31, 2013, the Company had a deferred tax asset of approximately $66,000 representing the benefit of its net operating loss carryforwards~~None. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset. The difference between the Federal Statutory Rate of 34% and the Company's effective tax rate of 0% is due to an increase in the valuation allowance of approximately $11,000 for the year ended December 31, 2013.

~~NOTE 8 - Change of Ownership and Management~~14

OnPART April 30, 2009, the principal shareholders of the Company entered into a Stock Purchase Agreement which provided for the sale of 8,000,000 shares of common stock of the Company (the "Purchased Shares") to Sholom Drizin (the "Purchaser"). The consideration paid for the Purchased Shares, which represent 64.52% of the issued and outstanding common stock of the Company, was $50,000. The Purchaser used his personal funds to purchase these shares.III

~~Effective~~Item as of April 30, 2009, in connection with the acquisition of the Purchased Shares, (i) Yisroel Guttfreund resigned from his positions as an officer and director of the Company, (ii) Yechezkel Klohr resigned from his positions as an officer and director of the Company and (iii) the Board of Directors of the Company elected (a) Menachem M10. ~~Schneerson as President~~Directors, ~~Chief~~ Executive ~~Officer~~Officers and aCorporate ~~director of the Company and (b) Shmaya Glick, as Secretary and Treasurer~~Governance.

~~NOTE~~Directors 9and -Executive ~~Subsequent Events~~Officers

~~During~~The ~~the~~following ~~period~~table ~~January~~sets 1forth tocertain ~~February~~information ~~28,~~regarding ~~2014,~~ the ~~Company~~members ~~borrowed~~of anour ~~additional~~board ~~$10,000~~of ondirectors ~~the~~and ~~related~~our ~~party~~executive ~~loan payable, increasing the balance owed to $129,474 (See Note 3).~~officers:

F-10

Name	Age	Positions and Offices Held
Menachem M. Schneerson	58	Director, Chairman, President and Chief Executive Officer

Shmaya Glick	45	Director, Treasurer, Secretary

~~Item~~Menachem 9M. ~~Changes~~Schneerson, inis ~~and~~currently ~~Disagreements~~a ~~With~~real ~~Accountants~~estate oninvestor ~~Accounting~~and manager and ~~Financial~~has ~~Disclosure~~been involved in real estate investment for over twenty years. Through Delson Holding, Mr. Schneerson is involved with the management of a portfolio of buildings in New York City. Mr. Schneerson’s business experience led to the decision to appoint him to the Board.

~~The~~Shmaya ~~Company~~Glick, is currently an executive in KTS Development, a company he founded in 2005, where he manages real estate projects, from building rehabilitations and renovations to new developments. He has ~~had~~held nomanagement ~~disagreements~~and ~~with~~executive ~~its~~positions ~~certified~~in ~~public~~the ~~accountants~~construction ~~with~~management, ~~respect~~general contracting, real estate development and finance industries for over 12 years. Mr. Glick’s business experience led to ~~accounting~~the ~~practices~~decision orto ~~procedures~~appoint orhim ~~financial~~to ~~disclosure~~the Board.

~~Item~~Mr. 9ASchneerson is married to the daughter of Sholom Drizin, a substantial stockholder of the Company and Mr. ~~Controls~~Glick is married to Mr. Drizin’s niece. There are currently no arrangements or agreements regarding the compensation of either Mr. Schneerson or Mr. Glick with respect to serving as officers and ~~Procedures~~directors of the Company.

~~EVALUATION~~None OFof ~~DISCLOSURE~~our ~~CONTROLS~~directors or officers is a director in any other U.S. reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or has a material interest adverse to it.

~~Our~~Each ~~Chief~~director ~~Executive Officer and Principal Financial Officer, after evaluating the effectiveness~~ of the Company’s ~~“disclosure~~serves ~~controls~~for ~~and~~a ~~procedures” as such~~ term isof ~~defined~~one ~~under~~year ~~Rule~~or ~~13a-15(e)~~until ~~and Rule 15d-15(e) promulgated under~~ the ~~Exchange~~successor ~~Act~~is aselected ofat ~~December 31, 2013,~~ the ~~end~~Company's ~~of the period covered by this~~ annual ~~report,~~shareholders' ~~have~~meeting ~~concluded that our disclosure controls~~ and ~~procedures~~is ~~were~~qualified, ~~effective~~subject to ~~ensure~~removal ~~that the information required to be disclosed~~ by ~~us in reports filed under~~ the ~~Exchange~~Company's ~~Act~~shareholders. isEach ~~(i) recorded,~~officer ~~processed~~serves, ~~summarized~~at ~~and reported within~~ the ~~time~~pleasure ~~periods~~of ~~specified in~~ the ~~SEC’s~~board ~~rules~~of ~~and forms and (ii) accumulated and communicated to our management~~directors, ~~including~~for ~~our~~a ~~Chief~~term ~~Executive~~of ~~Officer~~one year and ~~Chief~~until ~~Financial~~the ~~Officer,~~successor asis ~~appropriate,~~elected orat ~~persons~~the ~~performing~~annual ~~similar~~meeting ~~functions,~~of tothe ~~allow~~board ~~timely~~of ~~decisions~~directors ~~regarding~~and ~~disclosure~~is qualified.

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. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.15

~~MANAGEMENT’S~~Section ~~REPORT~~16(a) ONBeneficial ~~INTERNAL~~Ownership ~~CONTROL~~Reporting ~~OVER FINANCIAL REPORTING~~Compliance

~~Management~~Section 16(a) of the ~~Company~~Securities isExchange ~~responsible~~Act ~~for~~of ~~establishing~~1934 ~~and~~requires ~~maintaining~~officers ~~adequate~~and ~~internal~~directors ~~control~~of ~~over~~the ~~financial~~Company ~~reporting.~~and Aspersons ~~defined~~who inown ~~Rules~~more ~~13a-15(f)~~than ~~under~~ten ~~the~~percent ~~Securities~~of ~~Exchange~~a ~~Act~~registered class of ~~1934,~~the ~~internal~~Company's ~~control~~equity ~~over~~securities ~~financial~~to ~~reporting~~file isreports aof ~~process~~ownership ~~designed~~and ~~by,~~changes orin ~~under~~their ~~the~~ownership ~~supervision~~with ~~of,~~ the ~~Company’s~~Securities ~~principal executive, principal operating~~ and ~~principal~~Exchange ~~financial officers~~Commission, orand ~~persons~~forward ~~performing~~copies ~~similar~~of ~~functions,~~such ~~and~~filings ~~effected~~to by the Company’s. ~~board~~We ~~of directors~~believe, ~~management~~based ~~and~~solely ~~other~~on ~~personnel,~~our toreview ~~provide~~of ~~reasonable assurance regarding~~ the ~~reliability~~copies of ~~financial~~such ~~reporting~~forms, ~~and~~that during the ~~preparation~~fiscal ofyear ~~financial~~ended ~~statements~~December ~~for~~31, ~~external~~2014, ~~purposes~~all inreporting ~~accordance~~persons complied with ~~accounting~~all ~~principles~~applicable ~~generally~~Section 16(a) filing ~~accepted in the United States of America~~requirements.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Auditors

14Wolinetz, Lafazan & Company, P.C., an independent registered public accounting firm, is our auditor.

~~Because~~We ofdo ~~its inherent limitations, internal control over financial reporting may~~ not ~~prevent~~currently orhave ~~detect~~a ~~misstatements.~~Code ~~Also, projections~~ of ~~any~~Ethics ~~evaluation~~applicable ~~of effectiveness~~ to ~~future~~our ~~periods~~principal ~~are~~executive, ~~subject~~financial toand ~~the~~accounting ~~risk~~officers. ~~that~~We ~~controls~~do ~~may~~not ~~become~~have ~~inadequate~~a ~~because~~“financial ofexpert” ~~changes~~on inthe ~~conditions,~~board or ~~that~~an ~~the~~audit ~~degree~~committee ~~of compliance with the policies~~ or ~~procedures~~nominating ~~may deteriorate~~committee.

~~The~~Potential ~~Company’s~~Conflicts ~~management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness~~ of the Company’s internal control over financial reporting as of December 31, 2013. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of December 31, 2013, the Company’s internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2013.Interest

~~This~~Since ~~annual~~we ~~report~~do ~~does~~ not ~~include~~have an ~~attestation~~audit ~~report~~or compensation committee comprised of independent directors, the ~~Company’s~~functions ~~registered~~that ~~public~~would ~~accounting~~have ~~firm~~been ~~regarding~~performed ~~internal~~by ~~control~~such ~~over~~committees ~~financial~~are ~~reporting~~performed by our directors. ~~Management’s~~The ~~report~~Board ~~was~~of Directors has not ~~subject~~established toan ~~attestation~~audit bycommittee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company’s ~~registered~~has ~~public~~only ~~accounting~~two ~~firm~~directors, ~~pursuant~~and to ~~Section~~date, ~~989G~~such ofdirectors have been performing the ~~Dodd-Frank~~functions ~~Wall~~of ~~Street~~such ~~Reform~~committees. ~~and~~Thus, ~~Consumer~~there ~~Protection~~is ~~Act~~a potential conflict of interest in that ~~permits~~our directors and officers have the ~~Company~~authority to ~~provide~~determine ~~only~~issues concerning management's ~~report~~compensation, innominations, ~~this~~and ~~annual~~audit ~~report~~issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

~~Changes~~Involvement in ~~Internal~~Certain ~~Controls~~Legal Proceedings

There ~~has~~are ~~been~~ no ~~change~~legal inproceedings ~~our~~that ~~internal~~have ~~control~~occurred ~~over~~within ~~financial~~the ~~reporting~~past ~~that~~ten ~~occurred~~years ~~during~~concerning our ~~last~~directors, ~~fiscal~~or ~~quarter~~control ~~that~~persons ~~has~~which ~~materially~~involved ~~affected~~a criminal conviction, a criminal proceeding, an administrative or iscivil ~~reasonably~~proceeding ~~likely~~limiting toone's ~~materially~~participation ~~affect~~in ~~our~~the ~~internal~~securities ~~control~~or ~~over~~banking ~~financial~~industries, ~~reporting~~or a finding of securities or commodities law violations.

~~The~~Item ~~Company’s management, including the chief executive officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all error and all fraud~~11. AExecutive ~~control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met~~Compensation. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

~~Additionally,~~Summary controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined. Management is aware of the risks associated with the lack of segregation of duties at the Company due to the small number of employees currently dealing with general administrative and financial matters. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such lack of segregation of duties and that the potential benefits of adding employees to segregate such duties do not justify the substantial expense associated with such increases. It is also recognized the Company has not designated an audit committee and no member of the board of directors has been designated or qualifies as a financial expert. The Company will address these concerns at the earliest possible opportunity.Compensation

~~Item~~Since 9Bour incorporation on February 20, 2007, we have not paid any compensation to our directors or officers in consideration for their services rendered to our Company in their capacity as such. ~~Other~~We ~~Information~~have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

~~None~~Employment Contracts. We have no employment agreements with any of our directors or executive officers.

15Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made since our date of incorporation on February 20, 2007.

~~PART~~Long-Term ~~III~~Incentive Plans. As of December 31, 2014, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.

~~Item 10. Directors, Executive Officers and Corporate Governance.~~16

~~Directors~~Outstanding ~~and~~Equity ~~Executive~~Awards ~~Officers~~at Fiscal Year-End. Since our incorporation on February 20, 2007, no stock options or stock appreciation rights were granted to any of our directors or executive officers. We have no long-term equity incentive plans.

~~The~~Compensation ~~following table sets forth certain information regarding the members~~ of ~~our board of directors and our executive officers:~~ Directors

Name	Age	Positions and Offices Held
Menachem M. Schneerson	57	Director, Chairman, President and Chief Executive Officer
Shmaya Glick	44	Director, Treasurer, Secretary

Since our incorporation on February 20, 2007, no compensation has been paid to any of our directors in consideration for their services rendered in their capacity as directors.

~~Menachem~~Item M12. ~~Schneerson,~~Security isOwnership ~~currently~~of aCertain ~~real~~Beneficial ~~estate~~Owners ~~investor~~ and ~~manager~~Management and ~~has~~Related ~~been~~Stockholder ~~involved in real estate investment for over twenty years~~Matters. Through Delson Holding, Mr. Schneerson is involved with the management of a portfolio of buildings in New York City. Mr. Schneerson’s business experience led to the decision to appoint him to the Board.

~~Shmaya~~The ~~Glick,~~following istable ~~currently~~lists, anas ~~executive~~of inMarch ~~KTS~~30, ~~Development~~2015, athe ~~company~~number heof ~~founded~~shares inof ~~2005,~~common ~~where~~stock heof ~~manages~~our ~~real~~Company ~~estate~~that ~~projects,~~are ~~from~~beneficially ~~building~~owned ~~rehabilitations~~by ~~and~~(i) ~~renovations~~each person or entity known to ~~new~~our ~~developments~~Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. HeInformation ~~has~~relating ~~held~~to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and ~~executive~~Exchange ~~positions~~Commission. inUnder these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the ~~construction~~power ~~management~~to vote or direct the voting of the security, ~~general~~or ~~contracting~~investment power, ~~real~~which ~~estate~~includes ~~development~~the ~~and~~power ~~finance~~to ~~industries~~vote ~~for~~or ~~over~~direct 12the ~~years~~voting of the security. MrThe person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. ~~Glick’s~~Under ~~business~~the ~~experience~~Securities ~~led~~and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the ~~decision~~same securities, and a person may be deemed to ~~appoint~~be ~~him~~a beneficial owner of securities as to ~~the~~which ~~Board~~he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

~~Mr.~~The ~~Schneerson~~percentages isbelow ~~married~~are tocalculated ~~the~~based ~~daughter~~on ~~of Sholom Drizin~~12,400,000 ashares ~~substantial~~of ~~stockholder~~our ofcommon ~~the~~stock ~~Company~~issued and ~~Mr.~~outstanding ~~Glick~~as isof ~~married~~March to30, Mr2015. ~~Drizin’s~~We ~~niece.~~do ~~There~~not ~~are~~have ~~currently~~any nooutstanding ~~arrangements~~options, warrants or ~~agreements~~other ~~regarding~~securities ~~the~~exercisable ~~compensation~~for or convertible into shares of ~~either~~our Mrcommon stock. ~~Schneerson~~Unless orotherwise ~~Mr.~~indicated, ~~Glick~~the ~~with~~address ~~respect~~of toeach ~~serving~~person aslisted ~~officers~~is ~~and~~c/o ~~directors~~Watchtower, ofInc., ~~the~~100 ~~Company~~Henry Street, Brooklyn, New York 11201.

None of our directors or officers is a director in any other U.S. reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percent of Common Stock Beneficially Owned
Sholom Drizin		8,000,000		64.5	%

Menachem M. Schneerson		0		0	%

Shmaya Glick		0		0	%

All directors and executive officers as a group (two persons)		0		0	%

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.17

~~Section~~Certain ~~16(a)~~Relationships ~~Beneficial~~and ~~Ownership~~Related ~~Reporting~~Transactions ~~Compliance~~

~~Section~~As ~~16(a)~~ of ~~the~~December ~~Securities~~31, ~~Exchange~~2014 ~~Act of 1934 requires officers~~ and ~~directors~~2013, ofloans ~~the~~payable ~~Company~~to ~~and~~a ~~persons~~related ~~who~~party ~~own~~bear ~~more~~interest ~~than~~at ~~ten~~5% ~~percent~~per ofannum aand ~~registered~~are ~~class~~payable ofon ~~the~~demand ~~Company's~~and ~~equity~~were ~~securities~~$150,124 ~~to file reports of ownership~~ and ~~changes~~$119,474, inrespectively. ~~their~~Loans ~~ownership~~consist ~~with~~of ~~the~~advances ~~Securities~~made ~~and~~by ~~Exchange~~Sholom ~~Commission~~Drizin, ~~and~~the ~~forward~~principal ~~copies~~shareholder of ~~such filings to~~ the Company. WeAccrued ~~believe,~~interest ~~based solely~~ on ~~our~~these ~~review~~loans ofwas ~~the~~$20,952 ~~copies~~and ~~of such forms~~$14,152 ~~that~~and ~~during~~for the ~~fiscal~~years ~~year~~ ended December 31, 2014 and 2013, ~~all reporting persons complied with all applicable Section 16(a) filing requirements~~respectively.

~~Auditors~~Director Independence

~~Wolinetz,~~We ~~Lafazan~~are &not ~~Company~~subject to listing requirements of any national securities exchange or national securities association and, ~~P.C.~~as a result, anwe are not at this time required to have our board comprised of a majority of “independent ~~registered~~directors.” ~~public~~We ~~accounting~~do ~~firm,~~not isbelieve that any of our ~~auditor~~directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

WeItem do14. ~~not~~Principal ~~currently~~Accounting ~~have~~Fees ~~a Code of Ethics applicable to our principal executive, financial~~ and ~~accounting officers~~Services. ~~We do not have a “financial expert” on the board or an audit committee or nominating committee.~~

~~Potential~~Our ~~Conflicts~~principal ofindependent ~~Interest~~accountant is Wolinetz, Lafazan & Company, P.C. Their pre-approved fees billed to the Company are set forth below:

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

	Fiscal Year Ended December 31, 2014		Fiscal Year Ended December 31, 2013
Audit Fees	$	13,500	$	13,500
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

~~Involvement~~As inof ~~Certain~~December ~~Legal~~31, ~~Proceedings~~2014, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.18

~~Item~~PART ~~11. Executive Compensation.~~IV

~~Summary~~Item ~~Compensation~~15. Exhibits and Financial Statement Schedules.

Since our incorporation on February 20, 2007, we have not paid any compensation to our directors or officers in consideration for their services rendered to our Company in their capacity as such. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

Exhibit		Description

3.1		Certificate of Incorporation of Registrant (annexed to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on July 27, 2007 and incorporated herein by reference)

3.2		By-Laws of Registrant (annexed to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on July 27, 2007 and incorporated herein by reference)

10.1		Form of Regulation S Subscription Agreement (annexed to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on July 27, 2007 and incorporated herein by reference)

10.2		Form of Investment Confirmation for the offering (annexed to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2007 and incorporated herein by reference)

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley

32.2		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley

~~Employment Contracts. We have no employment agreements with any of our directors or executive officers.~~19

~~Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made since our date of incorporation on February 20, 2007.~~ SIGNATURES

~~Long-Term~~Pursuant ~~Incentive~~to ~~Plans.~~the Asrequirements of ~~December~~Section ~~31,~~13 ~~2013, we had no group life, health, hospitalization,~~ or ~~medical~~15(d) ~~reimbursement~~of orthe ~~relocation~~Exchange ~~plans in effect. Further~~Act, wethe ~~had~~registrant nohas ~~pension~~duly ~~plans~~caused orthis ~~plans~~report orto ~~agreements~~be ~~which~~signed ~~provide compensation~~ on ~~the~~its ~~event~~behalf ofby ~~termination~~the ofundersigned, ~~employment~~thereunto orduly ~~corporate change in control~~authorized.

	WATCHTOWER, INC.

Dated: March 31, 2015	By:	/s/ Menachem M. Schneerson
	Name:	Menachem M. Schneerson
	Title:	President, Chief Executive Officer and Director (Principal Executive Officer)

~~Outstanding~~Pursuant ~~Equity~~to ~~Awards~~the atrequirements ~~Fiscal~~of ~~Year-End.~~the ~~Since~~Securities ~~our~~Exchange ~~incorporation~~Act onof ~~February 20~~1934, ~~2007,~~this noreport ~~stock~~has ~~options~~been orsigned ~~stock~~below ~~appreciation~~by ~~rights~~the ~~were~~following ~~granted~~persons toon ~~any~~behalf of ~~our~~the ~~directors~~registrant orand ~~executive~~in ~~officers.~~the Wecapacities ~~have~~and noon ~~long-term~~the ~~equity~~dates ~~incentive plans~~indicated.

Compensation of Directors


Dated: March 31, 2015	By:	/s/ Menachem M. Schneerson
	Name:	Menachem M. Schneerson
	Title:	President, Chief Executive Officer and Director (Principal Executive Officer)

Dated: March 31, 2015	By:	/s/ Shmaya Glick
	Name:	Shmaya Glick
	Title:	Treasurer, Secretary and Director
		(Principal Financial and Accounting Officer)

~~Since our incorporation on February~~ 20~~, 2007, no compensation has been paid to any of our directors in consideration for their services rendered in their capacity as directors.~~

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table lists, as of March 24, 2014, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 12,400,000 shares of our common stock issued and outstanding as of March 24, 2014. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Watchtower, Inc., 100 Henry Street, Brooklyn, New York 11201.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percent of Common Stock Beneficially Owned
Sholom Drizin		8,000,000		64.5	%
Menachem M. Schneerson		0		0	%
Shmaya Glick		0		0	%
All directors and executive officers as a group (two persons)		0		0	%

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

As of December 31, 2013 and 2012, loans payable to related party bear interest at 5% per annum and are payable on demand. Loans consist of advances made by Sholom Drizin, the principal shareholder of the Company. Accrued interest on these loans was $14,152 and $8,682 for the years ended December 31, 2013 and 2012, respectively.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

Item 14. Principal Accounting Fees and Services.

Our principal independent accountant is Wolinetz, Lafazan & Company, P.C. Their pre-approved fees billed to the Company are set forth below:

	Fiscal Year Ended December 31, 2013		Fiscal Year Ended December 31, 2012
Audit Fees	$	13,500	$	12,000
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

As of December 31, 2013, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Exhibit		Description
3.1		Certificate of Incorporation of Registrant (annexed to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on July 27, 2007 and incorporated herein by reference)
3.2		By-Laws of Registrant (annexed to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on July 27, 2007 and incorporated herein by reference)
10.1		Form of Regulation S Subscription Agreement (annexed to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on July 27, 2007 and incorporated herein by reference)
10.2		Form of Investment Confirmation for the offering (annexed to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2007 and incorporated herein by reference)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
32.2		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_______________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	WATCHTOWER, INC.
Dated: March 26, 2014	By:	/s/ Menachem M. Schneerson
	Name:	Menachem M. Schneerson
	Title:	President, Chief Executive Officer, and Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: March 26, 2014	By:	/s/ Menachem M. Schneerson
	Name:	Menachem M. Schneerson
	Title:	President, Chief Executive Officer, and Director (Principal Executive Officer)
Dated: March 26, 2014	By:	/s/ Shmaya Glick
	Name:	Shmaya Glick
	Title:	Treasurer, Secretary and Director
		(Principal Financial and Accounting Officer)

Filing Compare · WATCHTOWER, INC.