10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from __________ to__________.

Commission File No.000-26913

NW TECH CAPITAL, INC.

((Exact Name of Registrant as Specified in its Charter)

NEVADA	86-0862532
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4603 NE St. Johns Road, Ste. B Vancouver, Washington	98661
(Address of Principal Executive Offices)	(Zip Code)

Issuer's Telephone Number: (360)-635-6521

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes oNo o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 14, 2008, there were 65,940,154 outstanding shares of the Registrant's Common Stock, $.00001 par value.

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis or Plan of Operation	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Security Holders	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

2

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

NW TECH CAPITAL, INC.

(FORMERLY CYBERTEL CAPITAL CORPORATION)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2008			December 31, 2007
ASSETS	(UNAUDITED)
Current assets
Cash	$	9,525		$	16,675
Other current assets		41,000			40,000
Total current assets		50,525			56,675
TOTAL ASSETS	$	50,525		$	56,675
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current liabilities
Accounts payable	$	222,051		$	228,082
Accrued expenses		36,993			67,806
Notes payable to shareholders, net		272,539			293,064
Derivative liability		211,662			140,187
Total current liabilities		743,245			729,139
TOTAL LIABILITIES		743,245			729,139
STOCKHOLDERS’ DEFICIT
Series A convertible preferred stock, $.001 per share, 5,000 shares authorized; 84 and 164 shares issued and outstanding		-			-
Series B super voting preferred stock, par value $.00001 per share; 100,000,000 shares authorized; 49,200,000 and 50,000,000 shares issued and outstanding		492			500
Common stock; $.00001 par value; 2,500,000,000 shares authorized; 38,054,389 and 550,363 issued and outstanding		381			6
Additional paid-in-capital		23,985,975			23,656,194
Accumulated deficit		(24,679,568	)		(24,329,164	)
TOTAL STOCKHOLDERS’ DEFICIT		(692,720	)		(672,464	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	50,525		$	56,675

See accompanying notes to condensed consolidated financial statements.

3

NW TECH CAPITAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	For the three months ended March 31,
	2008			2007
REVENUES	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-
EXPENSES
Selling, general and administrative		217,644			137,168
Bad debt recovery		(12,221	)		-
TOTAL OPERATING EXPENSES		205,423			137,168
OPERATING LOSS		(205,423	)		(137,168	)
OTHER INCOME (EXPENSE)
Interest expense		(72,147	)		(1,054	)
Change in fair value of derivative liability		(71,475	)		(6,425	)
TOTAL OTHER INCOME/(EXPENSE)		(143,622	)		(7,479	)
LOSS FROM CONTINUING OPERATIONS		(349,045	)		(144,647	)
DISCONTINUED OPERATIONS
Loss from operations of discontinued business		-			(7,511	)
LOSS FROM DISCONTINUED OPERATIONS		-			(7,511	)
NET LOSS		(349,045	)		(152,158	)
Preferred dividend		(1,359	)		(1,938	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(350,404	)	$	(154,096	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED
Continuing operations	$	(0.02	)	$	(75.77	)
Discontinued operations	$	0.00		$	(3.93	)
Net loss per common share	$	(0.02	)	$	(80.72	)
Weighted average number of shares outstanding:
Basic and diluted		18,793,889			1,909

See accompanying notes to condensed consolidated financial statements.

4

NW TECH CAPITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the three months ended March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(349,045	)	$	(144,647	)
Adjustments to reconcile net income to net cash provided by operating activities
Notes issued for expenses		(6,360	)		-
Interest expense associated with beneficial conversion feature		60,150			-
Change in fair value of derivative liability		71,475			6,425
Common stock issued to third parties for services		112,430			160,220
Common stock issued for interest payment on debt		5,350			-
Changes in assets and liabilities
Prepaid expenses		(1,000	)		-
Accounts payable and accrued expenses		79,850			24,956
Net cash used in continuing operations		(27,150	)		46,954
Net income (loss) from continuing operations		-			(7,511	)
Net cash provided by (used in) discontinued operations		-			-(88,563	)
Net cash used in operating activities		(27,150	)		(49,120	)
CASH FLOW FROM INVESTING ACTIVITIES
Net cash provided by investing activities		-			-
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from related party notes payable		20,000			-
Proceeds from notes payable		-			50,000
Proceeds from exercise of ESOP		-			75,804
Net cash provided by financing activities		20,000			125,804
Net cash provided by discontinued operations		-			(55,671	)
Net cash provided by financing activities		20,000			70,133
Cash and cash equivalents:
Increase (decrease) in cash		(7,150	)		21,013
Cash, beginning of period		16,675			1,718
Cash of discontinued operations, beginning of period		-			19,736
Less cash of discontinued operations, end of period		-			(34,948	)
Cash, end of period	$	9,525		$	7,519

See accompanying notes to condensed consolidated financial statements.

5

NW TECH CAPITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(UNAUDITED)

	For the three months ended March 31,
	2008		2007
SUPLLEMENTAL DISCLOSURES
Cash paid for interest & taxes	$	-	$	2,317
Non-cash financing and investing activities
Issuance of Note for accrued expense	$	51,874	$	-
Common stock issued to third parties for services	$	112,430	$	-
Issuance of common stock for payment of debt	$	66,470	$	-
Conversion of preferred stock to common stock	$	-	$	-
Conversion of accrued dividend to common stock	$	59,819	$	-
Accrued preferred stock dividends	$	1,359	$	-

See accompanying notes to condensed consolidated financial statements.

6

NW TECH CAPITAL, INC.

(FORMERLY CYBERTEL CAPITAL CORPORATION)

Notes to the Condensed Consolidated Financial Statements

March 31, 2008 and December 31, 2007

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of NW Tech Capital ("NWTT" or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 filed with the SEC on March 31, 2008 (the “2007 Form 10K-SB”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2007 as reported in the 2007 Form 10K-SB have been omitted.

Basic and Diluted Net Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the quarters ended March 31, 2008 and 2007, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. In January 2008, the Company affected a 1:1000 reverse split, as well as doing the same thing on February 7, 2007 and a change in par value from $.001 per share to $.00001 per share. All shares and per share amounts for the quarters ended March 31, 2008 and 2007, have been restated to reflect the splits as if they had occurred on the first day of the first period presented.

NOTE 2 - MATERIAL EVENTS

Acquisitions

On January 29, 2008, the Company signed an acquisition agreement to purchase a Portland, Oregon-based company named Teledigit Inc. The acquisition agreement is to purchase 100% of Teledigit Inc. in exchange for 800,000 shares of the Company’s series “E” Preferred Stock valued at $1.00 per share. The acquisition is scheduled to close by July 31, 2008, pending the completion of an audit.

Reverse Split

On January 21, 2008, the Company effected another 1000-to-1 reverse split. All shareholder equity accounts have been stated to reflect such stock split as of the earliest date presented in the financial statements.

Name Change

On January 18, 2008, the Company filed a Certificate of Amendment with the State of Nevada changing its corporate name to NW Tech Capital, Inc.

Discontinued Operations

On December 31, 2007, a separation agreement was reached between the Company and AireWire releasing AireWire back to its original state (before the acquisition) and returning $1,000,000 dollars worth of Series “C” stock back to the Company.

7

NW TECH CAPITAL, INC.

(FORMERLY CYBERTEL CAPITAL CORPORATION)

Notes to the Condensed Consolidated Financial Statements

March 31, 2008 and December 31, 2007

NOTE 3 - GOING CONCERN

As shown in the accompanying financial statements, for the three months ended March 31, 2008, NWTT incurred recurring net losses from continuing operations in the amount of $349,045 and has an accumulated deficit of $24,679,568 and a working capital deficit of $692,720 as of March 31, 2008. These conditions raise substantial doubt as to NWTT’s ability to continue as a going concern. The continued support of NWTT creditors, lenders and shareholders is required in order for NWTT to continue as a going concern. Management’s plans to support NWTT’s operations include cutting overhead costs, borrowing additional funds and raising additional capital. NWTT’s inability to obtain additional capital or obtain such capital on favorable terms could have a material adverse effect on its consolidated financial position, results of operations and its ability to continue operations. The financial statements do not include any adjustments that might be necessary if NWTT is unable to continue as a going concern.

NOTE 4 - NOTES PAYABLE

All of the Company’s Notes Payables are short term convertible notes to shareholders with interest rates ranging from 8% to 12%.

As of the quarter ended March 31, 2008, the Company has four notes which may be converted into shares of the Company’s common stock based on 70% of the average of the lowest three closing bid prices in the past 20 trading days immediately preceding the conversion as long as such conversions do not exceed 4.99% of the then-outstanding common stock of the Company. As of March 31, 2008, three of these notes are not convertible until a later date. In relation to the convertible feature of these notes, a debt discount totaling $21,429 was calculated in accordance with EITF 00-27 and is being amortized over the life of the debenture. The amortization is being recorded as interest expense and totaled $21,429 for the quarter ended March 31, 2008 and for the period from inception to March 31, 2008. The embedded conversion option is also accounted for under EITF 00-19 and we have accounted for the embedded conversion option as a derivative liability. Accordingly, the embedded conversion option is marked to market through earnings at the end of each reporting period. The conversion option is valued using the Black-Scholes valuation model and totaled $48,914 for the quarter. During the quarter, the noteholders converted a total of $27,624 of principal and interest payments. As of March 31, 2008, the balances of the four notes were $102,908.

As of the quarter ended March 31, 2008, the Company has two notes which may be converted into shares of the Company’s common stock based on 50% of the average of the lowest three closing bid prices in the past 20 trading days immediately preceding the conversion as long as such conversions do not exceed 4.99% of the then-outstanding common stock of the Company. In relation to the convertible feature of these notes, a debt discount totaling $25,000 was calculated in accordance with EITF 00-27 and is being amortized over the life of the debenture. The amortization is being recorded as interest expense and totaled $10,000 for the quarter ended March 31, 2008 and $25,000 for the period from inception to March 31, 2008. The embedded conversion option is also accounted for under EITF 00-19 and we have accounted for the embedded conversion option as a derivative liability. Accordingly, the embedded conversion option is marked to market through earnings at the end of each reporting period. The conversion option is valued using the Black-Scholes valuation model and totaled $109,297 for the quarter. During the quarter, the note Holders converted a total of $27,548 of principal and interest payments. As of March 31, 2008, the balances of the two notes were $42,546.

As of the quarter ended March 31, 2008, the Company has one note which may be converted into shares of the Company’s common stock based on 75% of the average of the lowest three closing bid prices in the past 20 trading days immediately preceding the conversion as long as such conversions do not exceed 4.99% of the then outstanding common stock of the Company. In relation to the convertible feature of this note, a debt discount totaling $45,000 was calculated in accordance with EITF 00-27 and is being amortized over the life of the debenture. The amortization is being recorded as interest expense and totaled $13,722 for the quarter ended March 31, 2008 and for the period from inception to March 31, 2008. The embedded conversion option is also accounted for under EITF 00-19 and we have accounted for the embedded conversion option as a derivative liability. Accordingly, the embedded conversion option is marked to market through earnings at the end of each reporting period. The conversion option is valued using the Black-Scholes valuation model and totaled $53,452 for the quarter. During the quarter, the note Holders converted a total of $11,309 of principal and interest payments. As of March 31, 2008, the balance of the note was $37,708.

As of the quarter ended March 31, 2008, the Company owes a related party $116,475, without interest.

8

NW TECH CAPITAL, INC.

(FORMERLY CYBERTEL CAPITAL CORPORATION)

Notes to the Condensed Consolidated Financial Statements

March 31, 2008 and December 31, 2007

The unaudited Chart below summarizes the Notes Payable mentioned in Note 4:

Terms	Amount Unaudited
Short Term Notes Payable to Shareholders:
-10% interest; principal of $20,000; convertible to common stock based on 70% of average price commencing August 28, 2008; due on February 28, 2009	$	20,000
-10% interest; principal of $30,000; convertible to common stock based on 70% of average price commencing April 1, 2008; due on October 1, 2008		30,000
-8% interest; principal of $27,087; convertible to common stock based on 70% of average price; due on December 31, 2008		27,087
-10% interest; principal of $30,000; convertible to common stock based on 70% of average price commencing June 20, 2008; due on December 20, 2008		30,000
-12% interest; principal of $1,054; convertible to common stock based on 50% of average price; due on demand		1,054
-8% interest; principal of $41,493; convertible to common stock based on 50% of average price; due on demand		41,493
-12% interest; principal of $37,708; convertible to common stock based on 75% of average price; due on February 28, 2009; net of unamortized discount related to debt discount of $31,278		6,430
-No interest; principal of $116,475		116,475
Total Short Term Notes Payable to Shareholders	$	272,539

NOTE 5 - STOCK HOLDER’S EQUITY

Common Stock

During the quarter ended March 31, 2008:

The Company issued a total of 6,550,000 shares of common stock for services valued at $112,430.

The Company issued a total of 8,926,899 shares of common stock for repayment of debt valued at $66,471.

Preferred Stock

During the quarter ended March 31, 2008:

Holders of the Company’s Series A preferred stock converted 80.47 shares of the Series A preferred stock and $59,819 of Series A dividends into 2,027,068 shares of the Company’s common stock.

The Company amended the Series B Preferred Stock by increasing the authorized shares from 50,000,000 shares to 100,000,000 shares with a par value of $0.00001 per share. The Company also added a conversion feature which allows shareholders of the Series B Preferred Stock to convert one share of Series B Preferred Stock into 25 shares of Common Stock upon request of the shareholder.

The President and CEO of the Company converted 800,000 shares of his Series B preferred stock into 20,000,000 shares of the Company’s common stock.

The Company designated a new series of preferred stock named the Series E Preferred Stock with 10,000,000 authorized shares and a par value of $0.00001. Each share of the Series E Preferred Stock is convertible to $1.00 of the Company’s common stock six months after issuance.

9

NW TECH CAPITAL, INC.

(FORMERLY CYBERTEL CAPITAL CORPORATION)

Notes to the Condensed Consolidated Financial Statements

March 31, 2008 and December 31, 2007

NOTE 6 - DISCONTINUED OPERATIONS

On December 15, 2007, the Company entered into a Mutual Separation Agreement (“the Separation Agreement”) with AireWire, Inc. (“AireWire”), effective December 31, 2007. The Company and AireWire were parties to an acquisition agreement dated March 31, 2006 (the “Acquisition Agreement”). Both parties deemed it in their best interests to unwind the Acquisition Agreement. The Separation Agreement provided that the Company would return the 1,000,000 shares of AireWire’s common stock owned by the Company and that AireWire would return the 500,000 shares of the Company’s common stock owned by AireWire. On the effective date of the Separation Agreement, neither party had any obligation to the other.

In December 31, 2007, the Company recorded a loss from discontinued operations and recorded a gain on the disposition of this subsidiary. Prior year financial statements for 2007 have been reclassified to present the operations of AireWire as discontinued operations. There is no activity in the current year related to AireWire.

The following amounts, related to our AireWire business, have been segregated from Continuing Operations and included in Discontinued Operationsin the Consolidated Statements of Operations: 

	March 31,
	2008		2007
Revenues	$	-	$	174,147
Cost of goods sold		-		5,432
Gross profit		-		168,715
Operating expenses
Selling, general and administrative		-		174,963
Total operating expenses				(174,963	)
Other Income (expense):
Interest Expense		-		(1,263	)
Total other income		-		(1,263	)
Loss from discontinuing operations	$	-	$	(7,511	)

NOTE 7 - ACQUISITIONS AND INVESTMENTS

On January 29, 2008 the Company signed an acquisition agreement to purchase a Portland, Oregon-based company named Teledigit Inc. (“Teledigit”). The acquisition agreement is to purchase 100% of Teledigit in exchange for 800,000 shares of the Company’s Series “E” Preferred Stock valued at $1.00 per share.

Teledigit is a locally owned and operated telecommunications company in the Pacific Northwest. Established in 1995, Teledigit bases its operations out of Portland, Oregon serving customers in the greater Portland Metropolitan/Vancouver, WA areas.  It provides installation and service for business voice needs, including key systems, PBX’s, voicemail, and cabling. Revenues for fiscal year 2007, exceeded $1.7 million dollars. Currently, the Company is in the process of auditing the Teledigit books so that the acquisition agreement can be completed. The acquisition is still on schedule to be completed by July 31, 2008.

NOTE 8 - RELATED PARTY TRANSACTIONS

During the quarter ending March 31, 2008, the President and CEO of the Company converted 800,000 shares of his Series B preferred stock into 20,000,000 shares of the Company’s common stock.

10

NW TECH CAPITAL, INC.

(FORMERLY CYBERTEL CAPITAL CORPORATION)

Notes to the Condensed Consolidated Financial Statements

March 31, 2008 and December 31, 2007

NOTE 9 - SUBSEQUENT EVENTS

The Company issued a total of 3,500,000 shares of common stock for services valued at $11,950.

The Company issued a total of 6,406,110 shares of common stock for repayment of debt valued at $8,836.

Holders of the Company’s Series A preferred stock converted 11.29 shares of the Series A preferred stock into 6,988,000 shares of the Company’s common stock.

On April 1, 2008, the Company signed a convertible promissory note for $25,000 with a 10% interest rate due March 31, 2009.

Effective April 17, 2008, the Company incorporated a new Hong Kong/China company named “NW Tech Capital Group Limited” to engage in completing merger and acquisitions opportunities with private China companies.

Effective April 18, 2008, the Company designated a new series of preferred stock named the “Series F Preferred Convertible Stock” to consist of 10,000,000 shares to be issued at $1.00 per share. The holders of the Series F Preferred Convertible Stock shall be entitled to receive annual dividends of 8% when and if declared by the Board of Directors and is convertible into shares of the Company’s Common Stock at any time after 6 months from date of issuance.

11

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Overview

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements in the Form 10-KSB for the year ended December 31, 2007 and the other financial data appearing elsewhere in this Form 10-Q.

The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contains certain "forward-looking statements," including, among others (i) expected changes in the Company's revenues and profitability, (ii) prospective business opportunities and (iii) the Company's strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes," "anticipates," "intends" or "expects." These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.

In light of these risks and uncertainties, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The foregoing review of important factors should not be construed as exhaustive. The Company undertakes no obligation to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Executive Overview

NW Tech Capital, Inc. (the “Company,” “we,” “us,” or “our”), formerly Cybertel Capital Corporation, was originally organized for the primary purpose of engaging in all facets of the business comprising the telecommunications industry and was a provider of long-distance voice and data telecommunications. 

On January 29, 2008, we signed an acquisition agreement to purchase a telecommunications company named Teledigit Inc. (“Teledigit”). Established in 1995, Teledigit bases its operations out of Portland, Oregon, serving customers in the greater Portland Metropolitan/Vancouver, WA areas. Teledigit has had a progressive growth rate over the last several years. Its revenues for its last year exceeded $1.7 million. Teledigit provides installation and service for business voice needs, including key systems, PBX’s, voicemail, and cabling. The acquisition agreement is to purchase 100% of Teledigit in exchange for 800,000 shares of our Series “E” stock worth $1.00 per share. Currently we are in the process of auditing the Teledigit books so that the acquisition agreement can be completed. The acquisition is still on schedule to be completed by July 31, 2008.

We also are actively involved in identifying other companies in the telecommunications industry for acquisition or strategic partnerships. These companies may be providers of long distance service, Voice over Internet Protocol providers, consulting companies, prepaid service companies, network management operations, or other companies in the telecommunication arena.

We also are looking into acquisition possibilities and funding from China. Subsequent to the quarter ending March 31, 2008, we incorporated a new Hong Kong/China company named “NW Tech Capital Group Limited” to engage in completing merger and acquisitions opportunities with private China companies.

We currently have insufficient funds to operate our business according to our proposed business plan. In addition, if unanticipated expenses, problems, and difficulties occur which result in material delays in the development of our products, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business. We may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force us to delay our plans for growth and implementation of our strategy, which could seriously harm our business, financial condition, and results of operations. If we need additional funds, we may seek to obtain them primarily through stock or debt financings. Those additional financings could result in dilution to our stockholders.

12

Recent Developments

On January 21, 2008, we effected a 1000-to-1 reverse split of our common stock. All shareholder equity accounts have been stated to reflect the stock splits and change in par value as of the earliest date presented in the financial statements.

On January 18, 2008, we filed a Certificate of Amendment with the State of Nevada changing our corporate name to “NW Tech Capital Inc.”

In January 2008, we entered into a purchase agreement with Teledigit Inc. (“Teledigit”) a Portland, Oregon-based telecommunications sales and service company. Teledigit has been in business since 1996 and has shown progressive growth each year for the past 10 years. Teledigit does a wide range of business for a national dental company which has locations all across the United States, supplying everything from new phone systems to servicing old systems and engineering wiring for new offices.

On December 31, 2007, a separation agreement was reached between the Company and AireWire Inc., releasing AireWire back to its original state (before the acquisition) and returning $1,000,000 dollars worth of Series “C” stock back to us.

Critical Accounting Policies

Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios.

We carry notes with a convertible feature embedded and accounted for them under the Financial Accounting Standards Board’s Emerging Issues Task Force (“EITF”) 00-27 and 00-19.

EITF 00-27 requires us to calculate the fair value of stock-based embedded convertible feature in notes as a debt discount, also known as a beneficial conversion feature, or “BCF.” The convertible notes allow the note holder to convert the note into common shares of us at a specified discounted rate. The value of the debt discount is calculated on the date of the note issuance using the intrinsic value method. Essentially, the debt discount equates to the difference between the note and the fair market value of the stocks if the entire note were to be converted. The debt discount is expensed as interest ratably on a straight-line basis over the requisite service period.

EITF 00-19 requires the use of a valuation model to calculate the fair value of the embedded convertible feature in the notes. The Company uses the Black-Scholes model, or “BSM,” to calculate the fair value of the embedded convertible feature. The BSM incorporates various assumptions including expected volatility, expected life, and interest rates. The expected volatility is based on the historical volatility of our common stock. We base our expected life assumption on its historical experience and on the terms and conditions of the notes. Accordingly, the embedded conversion feature is marked to market through earnings at the end of each reporting period and reported as a derivative liability.

Results of Operations for the Three Months Ended March 31, 2008

We generated a net loss of $349,045 for the quarter ended March 31, 2008, compared to $152,158 for the same quarter in 2007. The increase in net loss was primarily due to an increase in interest expense, change in the value of the derivative liability in accordance with EITF 00-19, and an increase in selling and administrative expenses. The increase in interest expense consists largely of the amortization of the beneficial conversion feature, or BCF, as calculated in accordance with EITF 00-27. The amortization of the BCF and the change in value of the derivative liability are non-cash expenses that make up a large sum of our expenses.

We did not generate any revenues from Continuing Operations for the quarter ending March 31, 2008 nor did we generate any revenues from Continuing Operations for the corresponding period in 2007. During the same period in 2007, we had a $7,500 loss from Discontinued Operations.

Selling, general, and administrative costs were $217,644 during the three months ended March 31, 2008, as compared to $137,168 for the corresponding period in 2007. This increase was primarily due to stock for services expense.

Liquidity and Capital Resources

During the three-month period ended March 31, 2008, cash used by operations was $27,150. We intend to continue to search for ways to expand our business through new service contracts and by continuing to search for new acquisitions. We anticipate that we will incur smaller losses in the future if we are able to expand our business and the marketing of our products and services now offered. The losses will continue until the excess of operation and marketing expenses is overcome by the increase in revenue from operations.

13

During the three months ended March 31, 2008, we incurred a net loss of $349,045, had cash used for operations of $27,150, and cash provided by financing activities was $20,000. All of these proceeds were used to fund operations. We continue to seek short-term financing through debt and equity financing and are also seeking long-term financing through debt and/or equity financing through a private placement or a retail offering of our common stock.

In order to execute our business plan, we will need to acquire additional capital from debt or equity financing. Our independent certified public accountants have stated in their report for the year-end that there is a substantial doubt about our ability to continue as a going concern. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing arrangements. There is no assurance that any financing will be sufficient to fund our capital expenditures, working capital and other cash requirements for the fiscal year ending December 31, 2008. We cannot assure you that any such additional funding will be available or that, if available, can be obtained on terms favorable to us. If we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. A material shortage of capital will require us to take drastic steps such as further reducing our level of operations, disposing of selected assets or seeking an acquisition partner. If cash is insufficient, we will not be able to continue operations.

Off-Balance Sheet Transactions

There are no off-balance sheet transactions.

Material Commitments

As of the date of this Quarterly Report, we do not have any material commitments that are not reflected as liabilities on our consolidated balance sheet included elsewhere in this report, nor does management anticipate any further material commitments within the next twelve months.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. It should be noted that the design of any system 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, regardless of how remote.

In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls over financial reporting in the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. 

14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Except as indicated below, the Company is not a party to any pending legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or other person who may be deemed to be an “affiliate” of the Company or owner of record or beneficially of more than five percent of its common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

(1)  On or about January 25, 2002, Prudential Home Building Investors, Inc., a New Jersey corporation (“Prudential”), filed a complaint against the Company in the Superior Court of California, County of San Diego, and Central Division. The case was designated Case No. GIC 782069, and sought damages in the amount of $32,000 for unpaid rent due on the Company’s former La Jolla, California facility for the period of September, 2001, through December, 2001, when the lease terminated. The Company has accrued this expense and expects no additional cost or expense upon settlement of this case.

(2)  On March 2, 2006, Epstein, Fitzsimmons, Brown, Gioia, Jacobs & Sprouls, P.C., obtained a $15,000 default judgment against the Company in the Superior Court of New Jersey for Morris County. The Company expects no additional cost or expense upon settlement of this case.

Item 1A. Risk Factors

There have been no material changes from the Risk Factors described in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table indicates all sales of unregistered securities by NWTT during the quarterly period ended March 31, 2008:

Name of Purchaser	Date	No. of Shares of Common Stock	Type
Edify Capital Corp	01/03/08	27,068	Conversion of Series A Preferred Stock
Majestic Safe-T Products	01/25/08	1,028,800	Conversion of Debt
James Wheeler	01/25/08	20,000,000	Conversion of Series B Preferred Stock
Roger Ettore	01/29/08	280,375	Conversion of Debt
Bellacloud	01/31/08	205,780	Conversion of Debt
Bellacloud	02/18/08	714,286	Conversion of Debt
Executive Management Services	03/03/08	1,170,515	Conversion of Debt
Bellacloud	03/06/08	857,143	Conversion of Debt
Roger Ettore	03/06/08	500,000	Conversion of Debt
Majestic Safe-T Products	03/14/08	1,000,000	Conversion of Preferred A Dividends
Edify Capital Group	03/14/08	1,000,000	Conversion of Series A Preferred Stock
Bellacloud	03/25/08	1,000,000	Conversion of Debt
Roger Ettore	03/26/08	1,570,000	Conversion of Debt
Executive Management Services	03/31/08	1,600,000	Conversion of Debt

15

Management believes each of the foregoing persons or entities was either an "accredited investor," or "sophisticated investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”). Each such person or entity had access to all material information about NWTT prior to the offer, sale or issuance of these "restricted securities." Management believes that these shares were exempt from the registration requirements of the Act, pursuant to Section 4(2) thereof.

Item 3. Defaults upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No. Description

4.1 Amendment of Designation After Issuance of Class of Series B Preferred Super Voting Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on January 24, 2008.

4.2 Certificate of Designation for Series E Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on January 24, 2008.

4.3 Certificate of Designation for Series F Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on April 21, 2008.

31.1 Certification of Chief Executive Officer and Chief Financial Officer, James A. Wheeler, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.

32.1 Certification of Chief Executive Officer and Chief Financial Officer, James A. Wheeler, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

16

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NW TECH CAPITAL, INC.
Dated: May 14, 2008	By:	/s/ James A. Wheeler
		James A. Wheeler CEO, CFO, President and Director

17

EXHIBIT INDEX

Exhibit No. Description

4.1 Amendment of Designation After Issuance of Class of Series B Preferred Super Voting Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on January 24, 2008.

4.2 Certificate of Designation for Series E Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on January 24, 2008.

4.3 Certificate of Designation for Series F Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on April 21, 2008.

31.1 Certification of Chief Executive Officer and Chief Financial Officer, James A. Wheeler, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.

32.1 Certification of Chief Executive Officer and Chief Financial Officer, James A. Wheeler, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

18

EX-4.1

Exhibit 4.1

ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1	Filed in the office of	Document Number
Carson City, Nevada 89701-4299	/s/ Ross Miller	20080047408-83
(775) 684-5708	Ross Miller	Filed Date and Time
Website: secretaryofstate.biz	Secretary of State	01/24/2008 10:30 AM
	State of Nevada	Entity Number C13000-1996
AMENDMENT TO
CERTIFICATE OF DESIGNATION
AFTER ISSUANCE OF CLASS OR SERIES
(PURSUANT TO NRS 78.1955)

USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION

FOR NEVADA PROFIT CORPORATIONS

(PURSUANT TO NRS 78.1955 - AFTER ISSUANCE OF CLASS OR SERIES)

1. NAME OF CORPORATION:

NW Tech Capital, Inc.

2. STOCKHOLDER APPROVAL PURSUANT TO STATUTE HAS BEEN OBTAINED.

3. THE CLASS OR SERIES OF STOCK BEING AMENDED:

SERIES B SUPER VOTING PREFERRED

4. BY A RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS, THE CERTIFICATE OF DESIGNATION IS BEING AMENDED AS FOLLOWS OR THE NEW CLASS OR SERIES IS:

Item II. The Corporation is authorized to issue One Hundred Million (100,000,000) shares of preferred Series B stock par value $0.00001 per share

Item III Section D. Voting/Conversion Rights

(1) Each holder of outstanding shares of Series B Preferred Stock shall be entitled, at each meeting of the stockholders of the Corporation (and with respect to written consents of stockholders in lieu of meetings) with respect to any and all matter presented to the stockholders of the Corporation for their actions or consideration, to 100 votes per share owned of Series B Preferred Stock. Except as provided by law, and by the provision of Section G of the original designation, holder of Series B Preferred Stock shall vote together with the holder of Common Stock as a single class. Series B Preferred Stock shall convert one (1) share of Series B Preferred Stock to twenty five (25) shares of Common Stock, upon the request of the shareholders.

(2) The holders of Series B Preferred Stock shall not be entitled to any rights of cumulative voting with respect to their shares.

5. EFFECTIVE DATE OF FILING (OPTIONAL):

(MUST NOT BE LATER THAN 90 DAYS AFTER THE CERTIFICATE IS FILED)

6. OFFICER SIGNATURE (REQUIRED): X /s/ James Wheeler

FILING FEE: $175.00

IMPORTANT: FAILURE TO INCLUDE ANY OF THE ABOVE INFORMATION AND SUBMIT THE PROPER FEES MAY CAUSE THIS FILING TO BE REJECTED.

THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.

1

EX-4.2

Exhibit 4.2

ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1	Filed in the office of	Document Number
Carson City, Nevada 89701-4299	/s/ Ross Miller	20080047409-94
(775) 684-5708	Ross Miller	Filed Date and Time
Website: secretaryofstate.biz	Secretary of State	01/24/2008 10:30 AM
	State of Nevada	Entity Number C13000-1996
CERTIFICATE OF DESIGNATION
(PURSUANT TO NRS 78.1955)

USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

CERTIFICATE OF DESIGNATION

FOR NEVADA PROFIT CORPORATIONS

(PURSUANT TO NRS 78.1955)

1. NAME OF CORPORATION:

NW Tech Capital, Inc.

2. BY RESOLUTION OF THE BOARD OF DIRECTORS PURSUANT TO A PROVISION IN THE ARTICLES OF INCORPORATION, THIS CERTIFICATE ESTABLISHES THE FOLLOWING REGARDING THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE FOLLOWING CLASS OR SERIES OF STOCK.

There is hereby designated a series of the preferred stock to be called the “Series E Preferred Stock” to consist of 10,000,000 shares and to have the following terms:

<<PLEASE SEE FOLLOWING SHEETS - 5 PAGES>>

3. EFFECTIVE DATE OF FILING (OPTIONAL):

(MUST NOT BE LATER THAN 90 DAYS AFTER THE CERTIFICATE IS FILED)

4. OFFICER SIGNATURE (REQUIRED): X /s/ James Wheeler

FILING FEE: $175.00

IMPORTANT: FAILURE TO INCLUDE ANY OF THE ABOVE INFORMATION AND SUBMIT THE PROPER FEES MAY CAUSE THIS FILING TO BE REJECTED.

THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.

1

Exhibit 4.2 (continued)

CERTIFICATE OF DESIGNATION

BEFORE THE ISSUANCE OF CLASS OR SERIES

FOR CYBERTEL CAPITAL CORPORATION

Pursuant to the provisions of NRS 78.1955 of the Nevada Statutes, Cybertel Capital Corporation, a Nevada profit corporation adopts the following Certificate of Designation.

There is hereby designated a series of the preferred stock to be called the “Series E Preferred Stock” to consist of 10,000,000 shares and to have the following terms:

1. Dividends. Except as provided herein, the holder of outstanding shares of the Series E Preferred Stock shall be entitled to receive cash, stock, or other property, as dividends when, as, and if declared by the Board of Directors of the Company. If shares of the Series E Preferred Stock or the common stock of the Company, par value $0.00001 per share (the “Common Stock”) are to be issued as a dividend, any such shares shall be issued at Market Value. “Market Value” for the Common Stock for the purposes of the Certificate of Designation shall mean the average of the bid and ask prices for the Common Stock for the five business days preceding the declaration of a dividend by the Board of Directors. “Market Value” with respect to any shares of the Series E Preferred Stock shall be as determined by the Board of Directors, whose decision shall be final and binding on all parties.

2. Redemption Rights. Subject to the applicable provisions of Nevada law, the Company, at the option of its directors, and with the consent of a majority of the stockholders of the Series E Preferred Stock, may at any time or from time to time redeem the whole or any part of the outstanding Series E Preferred Stock. Any such redemption shall be pro rata with respect to all of the holders of the Series E Preferred Stock. Upon redemption the Company shall pay for each share redeemed the Market Value, payable in cash. Such redemption shall be on an all-or-nothing basis.

At least 30 days previous notice by mail, postage prepaid, shall be given to the holders of record of the Series E Preferred Stock to be redeemed, such notice to be addressed to each such stockholder at the address of such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice, or if no such address appears or is given, at the place where the principal office of the Company is located. Such notice shall state the date fixed for redemption and the redemption price, and shall call upon the holder to surrender to the Company on said date at the place designated in the notice such holder’s certificate or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each holder of Series E Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefore, notwithstanding that the certificates evidencing any Series E Preferred Stock called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith after such date cease and determine, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates therefore.

If, on or prior to any date fixed for redemption of Series E Preferred Stock, the Company deposits, with any bank or trust company as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete the giving of such notice if theretofore commenced) and to pay, or deliver, on or after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be redeemed and any dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit the shares shall no longer be outstanding and the holders thereof shall cease to be stockholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates therefore. Any interest accrued on any funds so deposited shall be the property of, and paid to, the Company. If the holders of Series E Preferred Stock so called for redemption shall not, at the end of six years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust company shall thereupon pay over to the Company such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the Company for payment of the redemption price.

2

Exhibit 4.2 (continued)

3. Liquidation Rights. Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Series E Preferred Stock shall be entitled to receive out of the assets of the Company the Market Value (the “Liquidation Rate”) before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series E Preferred Stock; provided, however, that the payment or distribution of the Liquidation Rate shall be made pari passu with the payment or distribution of any liquidation rights of the holders of the Company’s Series B Preferred Stock.

a. The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Company shall be deemed a dissolution, liquidation or winding up of the Company for purposes of the Paragraph 3, but the merger or consolidation of the Company into or with the Company shall not be deemed a dissolution, liquidation or winding up, voluntary or involuntary, for purposes of this Paragraph 3.

b. After the payment to the holders of shares of the Series E Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Series E Preferred Stock, the holders of the Series E Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company.

c. In the event the assets of the Company available for distribution to the holders of the Series E Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Paragraph 3, no distribution shall be made on account of any shares of a class or series of capital stock of the Company ranking on a parity with the shares of the Series E Preferred Stock, if any, upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of the Series E Preferred Stock, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up.

4. Conversion of Series E Preferred Stock. At any time after 6 months from date of issuance (the “Conversion Right Date”), the holder of shares of the Series E Preferred Stock shall have the right, at such holder’s option, to convert any number of shares of the Series E Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the Conversion Right Date and shall continue thereafter for a period of 10 years, such period ending on the 10th anniversary of the Conversion Right Date. In the event that the holder of the Series E Preferred Stock elects to convert such shares into Common Stock, the holder shall have 60 days from the date of such notice in which to tender his shares of Series E Preferred Stock to the Company. Any such term shall be upon the other following terms and conditions:

a. Certain Defined Terms. For purposes of this Certificate of Amendment setting forth the terms of the Series E Preferred Stock, the following terms shall have the following meanings:

i “Closing Sale Price” means, for any security as of any date, the last closing trade price for such security at 4:00 p.m. Eastern Standard Time on the NASDAQ National Market as reported by Bloomberg, or, if the NASDAQ National Market is not the principal securities exchange or trading market for such security, the last closing trade price of such security at 4:00 p.m. Eastern Standard Time on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or, if the foregoing do not apply, the last closing trade prices of such security at 4:00 p.m. Eastern Standard Time in the over-the counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid and the ask prices of such security as reported by Bloomberg, or, if no bid or ask prices are reported for such security by Bloomberg, the average of the bid and ask prices of any market makers for such security as reported in the “pink sheets” by the National Quotation Bureau, Inc. If the Closing Sale Price cannot be calculated for such security on such date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as determined in good faith by the Board of Directors of the Company.

ii “Conversion Rate” means, as of any Conversion Date (as defined below) or other date of determination, the quotient of: (i) the Conversion Value, divided by (ii) 80% of the Market Price, subject to adjustment as provided herein.

iii “Conversion Value” shall initially mean $1.00, subject to adjustment as provided herein.

iv “Market Price” means, with respect to any security for any period, that price which shall be computed as the arithmetic average of the Closing Sale Prices for such security during the 10 consecutive trading days immediately preceding such date of determination. (All such determinations to be appropriately adjusted for any stock dividend, stock split or other similar transaction during such period).

3

Exhibit 4.2 (continued)

b. Conversion Right. The number of shares of Common Stock issuable upon any Conversion Date shall be determined by multiplying the number of shares of Series E Preferred Stock to be converted by the Conversion Rate.

c. Mechanics of Conversion. To convert shares of the Series E Preferred Stock into full shares of the Common Stock on any date (the “Conversion Date”), the holder thereof shall (i) deliver or transmit by facsimile to the Company, for receipt on or prior to 11:59 p.m., Pacific Time, on the Conversion Date, a copy of a fully executed notice of conversion in the form attached hereto as Attachment A (the “Conversion Notice”), and (ii) surrender to a common carrier for delivery to the Company as soon as practicable following such date, the certificates (each a “Preferred Stock Certificate”) representing the shares of the Series E Preferred Stock being converted, or an indemnification undertaking with respect to such shares in the case of the loss, theft or destruction thereof, and the originally executed Conversion Notice. Upon receipt by the Company of a facsimile copy of a Conversion Notice, the Company shall immediately send, via facsimile, a confirmation of receipt of the originally executed Conversion Notice to such holder. Within five business days of the Company’s receipt of the originally executed Conversion Notice and the holder’s Preferred Stock Certificate(s), the Company shall issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the holder or its designee, for the number of shares of the Common Stock to which the holder is entitled.

d. Mandatory Conversion. Upon written request from the company, Holder agrees to convert its Preferred Stock to common stock of International Building Technologies Group, Inc. on a mandatory basis.

e. Record Holder. The person or persons entitled to receive shares of the Common Stock issuable upon conversion of shares of the Series E Preferred Stock shall be treated for all purposes as the record holder of such shares of the Common Stock on the Conversion Date.

f. Fractional Shares. The Company shall not be required to issue any fraction of a share of the Common Stock upon any conversion. All shares of the Common Stock, including fractions thereof, issuable upon conversion of more than one share of the Series E Preferred Stock shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of the Common Stock. If, after such aggregation, the issuance would result in the issuance of a fraction of it share of the Common Stock, the Company, shall round such fraction of a share of the Common Stock up or down to the nearest whole share.

g. Reissuance of Certificates. In the event of a conversion of less than all of the shares of the Series E Preferred Stock represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be issued and delivered to the holder of such Series E Preferred Stock a new Series E Preferred Stock Certificate representing the remaining shares of the Series E Preferred Stock which were not converted.

5. Reservation of Shares. The Company shall, so long as any of the shares of the Series E Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued shares of the Common Stock, solely for the purpose of effecting the conversion of the shares of the Series E Preferred Stock, the number of shares of the Common Stock as shall from time to time be sufficient to affect the conversion of all the outstanding shares of the Series E Preferred Stock.

6. Preferred Status. The rights of the shares of the Common Stock shall be subject to the preferences and relative rights of the shares of the Series E Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series E Preferred Stock, the Company shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the Series E Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation. Dissolution and winding up of the Company described in Paragraph 3 above.

7. Restriction on Dividends. If any shares of the Series E Preferred Stock are outstanding the Company shall not, without the prior written consent of the holders of not less than two-thirds (2/3) of the then outstanding shares of the Series E Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the Common Stock. Notwithstanding the foregoing, this paragraph shall not prohibit the Company from declaring and paying a dividend in cash with respect to the shares of the Common Stock so long as the Company simultaneously pays each holder of shares of the Series E Preferred Stock an amount in cash equal to the amount such holder would have received had all of such holder’s shares of the Series E Preferred Stock had been converted to shares of the Common Stock on the business day prior to the record date for any such dividend.

4

Exhibit 4.2 (continued)

8. Vote to Change the Terms of the Series E Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series E Preferred Stock, the Company shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series E Preferred Stock.

9. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Series E Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Company’s discretion, by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Series E Preferred Stock Certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue Series E Preferred Stock Certificates if the holder thereof contemporaneously requests the Company to convert such shares of the Series E Preferred Stock into the Common Stock.

10. Voting. The holders of the Series E Preferred Stock shall have no voting rights on any matter submitted to the shareholders of the Company of their vote, waiver, release or other action, or be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules.

The date of the Certificate is January 16, 2008.

Signed this 16th day of January, 2008.

NW Tech Capital, Inc.

By /s/ James Wheeler

James Wheeler - CEO

5

Exhibit 4.2 (continued)

ATTACHMENT “A”

CYBERTEL CAPITAL CORPORATION

CONVERSION NOTICE

In accordance with and pursuant to the provisions of the Certificate of Designation Establishing Series E Preferred Stock of Cybertel Capital Corporation, the undersigned hereby elects to convert the number of shares of Series E Preferred Stock, par value $0.00001 per share, of Cybertel Capital Corporation (the “Company”), indicated below into shares of the Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company, by tendering the stock certificate(s) representing the share(s) of the Series E Preferred Stock specified below as of the date specified below.

The undersigned acknowledges that the securities issuable to the undersigned upon conversion of shares of the Series E Preferred Stock may not be sold, pledged, hypothecated or otherwise transferred unless such securities are registered under the Securities Act, and any other applicable securities law, or the Company has received an opinion of counsel satisfactory to it that registration is not required. A legend in substantially the following form will be placed on any certificates or other documents evidencing the securities to be issued upon any conversion of the shares of the Series E Preferred Stock:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

Date of Conversion:__________________________

Number of shares of the Series E Preferred Stock to be converted:_______________________________________

Stock Certificate No(s). of the shares of the Series E Preferred Stock to be converted:________________________

Conversion Rate:_____________________________________

Number of shares of the Common Stock to be issued:_____________________________

Name in which shares of the Common Stock are to be issued:___________________________________________

___________________________________________

Signature

____________________________________________

Printed Name and Address

6

EX-4.3

Exhibit 4.3

ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1	Filed in the office of	Document Number
Carson City, Nevada 89701-4299	/s/ Ross Miller	20080269527-21
(775) 684-5708	Ross Miller	Filed Date and Time
Website: secretaryofstate.biz	Secretary of State	04/21/2008 8:00AM
	State of Nevada	Entity Number C13000-1996
CERTIFICATE OF DESIGNATION
(PURSUANT TO NRS 78.1955)

USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

CERTIFICATE OF DESIGNATION

FOR NEVADA PROFIT CORPORATIONS

(PURSUANT TO NRS 78.1955)

1. NAME OF CORPORATION:

NW Tech Capital, Inc.

2. BY RESOLUTION OF THE BOARD OF DIRECTORS PURSUANT TO A PROVISION IN THE ARTICLES OF INCORPORATION, THIS CERTIFICATE ESTABLISHES THE FOLLOWING REGARDING THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE FOLLOWING CLASS OR SERIES OF STOCK.

There is hereby designated a series of the preferred stock to be called the “Series F Preferred Convertible Stock” to consist of 10,000,000 shares to be issued at $1.00 per share and to have the following terms and conditions:

See Attached Exhibit A for complete Designations

3. EFFECTIVE DATE OF FILING (OPTIONAL): 4/18/08

(MUST NOT BE LATER THAN 90 DAYS AFTER THE CERTIFICATE IS FILED)

4. OFFICER SIGNATURE (REQUIRED): X /s/ James Wheeler

FILING FEE: $175.00

IMPORTANT: FAILURE TO INCLUDE ANY OF THE ABOVE INFORMATION AND SUBMIT THE PROPER FEES MAY CAUSE THIS FILING TO BE REJECTED.

THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.

1

Exhibit 4.3 (continued)

CERTIFICATE OF DESIGNATION

BEFORE THE ISSUANCE OF CLASS OR SERIES

FOR NW TECH CAPITAL, INC.

Pursuant to the provisions of NRS 78.1955 of the Nevada Statutes, NW TECH CAPITAL, INC., a Nevada profit corporation adopts the following Certificate of Designation.

There is hereby designated a series of the preferred stock to be called the “Series F Preferred Convertible Stock” to consist of 10,000,000 shares to be issued at $1.00 per share and to have the following terms and conditions:

3. Dividends. Except as provided herein, the holder of outstanding shares of the Series F Preferred Stock shall be entitled to receive an annual rate of 8.0% in form of cash, stock, as dividends when, as, and if declared by the Board of Directors of the Company. If shares of the Series F Preferred Stock or the common stock of the Company, par value $0.00001 per share (the “Common Stock”) are to be issued as a dividend, any such shares shall be issued at Market Value. “Market Value” for the Common Stock for the purposes of the Certificate of Designation shall mean the average of the bid and ask prices for the Common Stock for the five business days preceding the declaration of a dividend by the Board of Directors. “Market Value” with respect to any shares of the Series F Preferred Stock shall be as determined by the Board of Directors, whose decision shall be final and binding on all parties.

4. Redemption Rights. Subject to the applicable provisions of Nevada law, the Company, at the option of its directors, and with the consent of a majority of the stockholders of the Series F Preferred Stock, may at any time or from time to time redeem the whole or any part of the outstanding Series F Preferred Stock. Any such redemption shall be pro rata with respect to all of the holders of the Series F Preferred Stock. Upon redemption the Company shall pay for each share redeemed the Market Value, payable in cash. Such redemption shall be on an all-or-nothing basis.

At least 30 days previous notice by mail, postage prepaid, shall be given to the holders of record of the Series F Preferred Stock to be redeemed, such notice to be addressed to each such stockholder at the address of such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice, or if no such address appears or is given, at the place where the principal office of the Company is located. Such notice shall state the date fixed for redemption and the redemption price, and shall call upon the holder to surrender to the Company on said date at the place designated in the notice such holder’s certificate or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each holder of Series F Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefore, notwithstanding that the certificates evidencing any Series F Preferred Stock called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith after such date cease and determine, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates therefore.

If, on or prior to any date fixed for redemption of Series F Preferred Stock, the Company deposits, with any bank or trust company as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete the giving of such notice if theretofore commenced) and to pay, or deliver, on or after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be redeemed and any dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit the shares shall no longer be outstanding and the holders thereof shall cease to be stockholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates therefore. Any interest accrued on any funds so deposited shall be the property of, and paid to, the Company. If the holders of Series E Preferred Stock so called for redemption shall not, at the end of six years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust company shall thereupon pay over to the Company such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the Company for payment of the redemption price.

2

Exhibit 4.3 (continued)

11. Liquidation Rights. Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Series F Preferred Stock shall be entitled to receive out of the assets of the Company the Market Value (the “Liquidation Rate”) before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series F Preferred Stock; provided, however, that the payment or distribution of the Liquidation Rate shall be made pari passu with the payment or distribution of any liquidation rights of the holders of the Company’s Series F Preferred Stock.

d. The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Company shall be deemed a dissolution, liquidation or winding up of the Company for purposes of the Paragraph 3, but the merger or consolidation of the Company into or with the Company shall not be deemed a dissolution, liquidation or winding up, voluntary or involuntary, for purposes of this Paragraph 3.

e. After the payment to the holders of shares of the Series F Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Series F Preferred Stock, the holders of the Series F Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company.

f. In the event the assets of the Company available for distribution to the holders of the Series F Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Paragraph 3, no distribution shall be made on account of any shares of a class or series of capital stock of the Company ranking on a parity with the shares of the Series F Preferred Stock, if any, upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of the Series F Preferred Stock, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up.

12. Conversion of Series F Preferred Stock. At any time after 6 months from date of issuance (the “Conversion Right Date”), the holder of shares of the Series F Preferred Stock shall have the right, at such holder’s option, to convert any number of shares of the Series F Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the Conversion Right Date and shall continue thereafter for a period of 5 years, such period ending on the 5th anniversary of the Conversion Right Date. In the event that the holder of the Series F Preferred Stock elects to convert such shares into Common Stock, the holder shall have 60 days from the date of such notice in which to tender his shares of Series F Preferred Stock to the Company. Any such term shall be upon the other following terms and conditions:

h. Certain Defined Terms. For purposes of this Certificate of Amendment setting forth the terms of the Series F Preferred Stock, the following terms shall have the following meanings:

i “Closing Sale Price” means, for any security as of any date, the last closing trade price for such security at 4:00 p.m. Eastern Standard Time on the NASDAQ National Market as reported by Bloomberg, or, if the NASDAQ National Market is not the principal securities exchange or trading market for such security, the last closing trade price of such security at 4:00 p.m. Eastern Standard Time on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or, if the foregoing do not apply, the last closing trade prices of such security at 4:00 p.m. Eastern Standard Time in the over-the counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid and the ask prices of such security as reported by Bloomberg, or, if no bid or ask prices are reported for such security by Bloomberg, the average of the bid and ask prices of any market makers for such security as reported in the “stock watch” by the National Quotation Bureau, Inc. If the Closing Sale Price cannot be calculated for such security on such date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as determined in good faith by the Board of Directors of the Company.

ii “Conversion Rate” means, as of any Conversion Date (as defined below) or other date of determination, the quotient of: (i) the Conversion Value, divided by (ii) 90% of the Market Price, subject to adjustment as provided herein.

iii “Conversion Value” shall initially mean $1.00, subject to adjustment as provided herein.

3

Exhibit 4.3 (continued)

iv Certain Conversion Limitations. The Payee may not convert an outstanding principal amount of this Note or accrued and unpaid interest thereon to the extent such conversion would result in the Payee, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act (as defined in Section XVII) and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock. Since the Payee will not be obligated to report to the Maker the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Shares in excess of 4.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Payee or an affiliate thereof, the Payee shall have the authority and obligation to determine whether and the extent to which the restriction contained in this Section will limit any particular conversion hereunder. The Payee may waive the provisions of this Section upon not less than 61 days’ prior notice to the Maker.

v “Market Price” means, with respect to any security for any period, that price which shall be computed as the arithmetic average of the Closing Sale Prices for such security during the 5 consecutive trading days immediately preceding such date of determination. (All such determinations to be appropriately adjusted for any stock dividend, stock split or other similar transaction during such period).

i. Conversion Right. The number of shares of Common Stock issuable upon any Conversion Date shall be determined by multiplying the number of shares of Series F Preferred Stock to be converted by the Conversion Rate.

j. Mechanics of Conversion. To convert shares of the Series F Preferred Stock into full shares of the Common Stock on any date (the “Conversion Date”), the holder thereof shall (i) deliver or transmit by facsimile to the Company, for receipt on or prior to 11:59 p.m., Pacific Time, on the Conversion Date, a copy of a fully executed notice of conversion in the form attached hereto as Attachment A (the “Conversion Notice”), and (ii) surrender to a common carrier for delivery to the Company as soon as practicable following such date, the certificates (each a “Preferred Stock Certificate”) representing the shares of the Series F Preferred Stock being converted, or an indemnification undertaking with respect to such shares in the case of the loss, theft or destruction thereof, and the originally executed Conversion Notice. Upon receipt by the Company of a facsimile copy of a Conversion Notice, the Company shall immediately send, via facsimile, a confirmation of receipt of the originally executed Conversion Notice to such holder. Within five business days of the Company’s receipt of the originally executed Conversion Notice and the holder’s Preferred Stock Certificate(s), the Company shall issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the holder or its designee, for the number of shares of the Common Stock to which the holder is entitled.

k. Mandatory Conversion. Upon written request from the company, Holder agrees to convert its Preferred Stock to common stock of NW Tech Capital, Inc. on a mandatory basis.

l. Record Holder. The person or persons entitled to receive shares of the Common Stock issuable upon conversion of shares of the Series F Preferred Stock shall be treated for all purposes as the record holder of such shares of the Common Stock on the Conversion Date.

m. Fractional Shares. The Company shall not be required to issue any fraction of a share of the Common Stock upon any conversion. All shares of the Common Stock, including fractions thereof, issuable upon conversion of more than one share of the Series F Preferred Stock shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of the Common Stock. If, after such aggregation, the issuance would result in the issuance of a fraction of it share of the Common Stock, the Company, shall round such fraction of a share of the Common Stock up or down to the nearest whole share.

n. Reissuance of Certificates. In the event of a conversion of less than all of the shares of the Series F Preferred Stock represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be issued and delivered to the holder of such Series F Preferred Stock a new Series F Preferred Stock Certificate representing the remaining shares of the Series F Preferred Stock which were not converted.

13. Reservation of Shares. The Company shall, so long as any of the shares of the Series F Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued shares of the Common Stock, solely for the purpose of effecting the conversion of the shares of the Series F Preferred Stock, the number of shares of the Common Stock as shall from time to time be sufficient to affect the conversion of all the outstanding shares of the Series F Preferred Stock.

4

Exhibit 4.3 (continued)

14. Preferred Status. The rights of the shares of the Common Stock shall be subject to the preferences and relative rights of the shares of the Series F Preferred Stock. Without the prior written consent of the holders of not less than 51% of the outstanding shares of the Series F Preferred Stock, the Company shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the Series F Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation. Dissolution and winding up of the Company described in Paragraph 3 above.

15. Restriction on Dividends. If any shares of the Series F Preferred Stock are outstanding the Company shall not, without the prior written consent of the holders of not less than 51% of the then outstanding shares of the Series F Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the Common Stock. Notwithstanding the foregoing, this paragraph shall not prohibit the Company from declaring and paying a dividend in cash with respect to the shares of the Common Stock so long as the Company simultaneously pays each holder of shares of the Series F Preferred Stock an amount in cash equal to the amount such holder would have received had all of such holder’s shares of the Series F Preferred Stock had been converted to shares of the Common Stock on the business day prior to the record date for any such dividend.

16. Vote to Change the Terms of the Series Preferred Stock. Without the prior written consent of the holders of not less than 51% of the outstanding shares of the Series F Preferred Stock, the Company shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series F Preferred Stock.

17. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Series F Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Company’s discretion, by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Series F Preferred Stock Certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue Series F Preferred Stock Certificates if the holder thereof contemporaneously requests the Company to convert such shares of the Series F Preferred Stock into the Common Stock.

18. Voting rights of Preferred Series “F” Share. The holders of the Series F Preferred Stock shall have no voting rights on any matter submitted to the shareholders of the Company of their vote, waiver, release or other action, or be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules.

The date of the Certificate is April ___, 2008.

Signed this ____day of April 2008.

NW TECH CAPITAL, INC.

By /s/ James Wheeler

James Wheeler - CEO

5

Exhibit 4.3 (continued)

 

ATTACHMENT “A”

NW TECH CAPITAL, INC.

CONVERSION NOTICE

In accordance with and pursuant to the provisions of the Certificate of Designation Establishing Series F Preferred Stock of NW TECH CAPITAL, INC., the undersigned hereby elects to convert the number of shares of Series F Preferred Stock, par value $0.00001 per share, of NW TECH CAPITAL, INC. (the “Company”), indicated below into shares of the Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company, by tendering the stock certificate(s) representing the share(s) of the Series F Preferred Stock specified below as of the date specified below.

The undersigned acknowledges that the securities issuable to the undersigned upon conversion of shares of the Series F Preferred Stock may not be sold, pledged, hypothecated or otherwise transferred unless such securities are registered under the Securities Act, and any other applicable securities law, or the Company has received an opinion of counsel satisfactory to it that registration is not required. A legend in substantially the following form will be placed on any certificates or other documents evidencing the securities to be issued upon any conversion of the shares of the Series F Preferred Stock:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

Date of Conversion:__________________________

Number of shares of the Series F Preferred Stock to be converted:_______________________________________

Stock Certificate No(s). of the shares of the Series F Preferred Stock to be converted:________________________

Conversion Rate:_____________________________________

Number of shares of the Common Stock to be issued:_____________________________

Name in which shares of the Common Stock are to be issued:___________________________________________

___________________________________________

Signature

____________________________________________

Printed Name and Address

6

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Wheeler, Chief Executive Officer and Chief Financial Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of NW Tech Capital, Inc. (the “Registrant”);

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

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions);

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

	NW Tech Capital, Inc.
Date: May 14, 2008	By:	/s/ James A. Wheeler
		James A. Wheeler Chief Executive Officer and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of NW Tech Capital, Inc. (the "Registrant") on Form 10-Q for the quarter ending March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James A. Wheeler, Chief Executive Officer and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

	NW Tech Capital, Inc.
Date: May 14, 2008	By:	/s/ James A. Wheeler
		James A. Wheeler Chief Executive Officer and Chief Financial Officer