form10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: March 31, 2009

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

For the transition period from __________ to ___________

Commission file number: 000-52983

(Name of small business issuer as specified in its charter)

New York	4814	01-0671426
State or Other Jurisdiction of Incorporation of Organization	Primary Standard Industrial Code	(I.R.S. Employer Identification No.)

Ron Kallus, CEO

2 Ingrid Road

Setauket, NY 11733-2218

Tel: 631-458-1120

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

None

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

Common Shares par value $.0001 per share

Common Stock, $0.0001 par value per share

Title of class		Name of each exchange on which registered
Common Stock. $0.001 par value per share		None

Securities registered pursuant to Section 12(g) of the Act:

None

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o (Do not check if smaller reporting company)		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 x No o

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $16,000 based on the current bid price of $0.02 per share as quoted on the OTC Bulletin Board as of June 10, 2009

As of June 10, 2009, the Registrant had outstanding 6,433,900 shares of Common Stock with a par value of $0.0001 per share.

INDEX

		PAGE NO
PART I

ITEM 1	BUSINESS	2
ITEM 1A	RISK FACTORS	7
ITEM 2	PROPERTIES	12
ITEM 3	LEGAL PROCEEDINGS	12
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	12

PART II

ITEM 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS	12
ITEM 6	SELECTED FINANCIAL DATA	13
ITEM 7	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18
ITEM 9A(T)	CONTROLS AND PROCEDURES	18
ITEM 9B	OTHER INFORMATION	18

PART III

ITEM 10	DIRECTORS AND EXECUTIVE OFFICERS	19
ITEM 11	EXECUTIVE COMPENSATION	20
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	21
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,	22
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	22

PART IV

ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	23

SIGNATURES		24

PART I

Item 1: Description of Business

We are a development stage company currently testing a newly developed telemarketing campaign product called Global Messaging Gateway (GMG). This product is designed to enable a single User of the System to set up a telemarketing campaign to distribute messages to bulk lists of recipients in the medium of text, voice, Fax or multimedia. Messages can be delivered from one control center (one location) to thousands of clients anywhere in the world simultaneously using the internet instead of traditional telephone equipment.

The GMG system is a cost effective alternative to the current traditional telemarketing campaign products that distinguishes itself in several ways, including, fixed equipment costs, per message usage costs, and personnel costs to drive the campaign. The current traditional telemarketing tools functions on actual special call-center equipment, with human agents behind each call, which sets the cost per call to a significantly higher level than the cost associated with the same call using the GMG product. The GMG product utilizes the internet instead of physical phone lines and several concurrent campaigns can be administered by a single user.

In order to send the Voice messages to the destinations over the internet, we use the Voice Over Internet Protocol (VOIP) technology, which allows us to stream the voice message on the internet, in a similar way it is done over the regular phone line. The main difference is that the voice is being converted from analog signal to digital, and compressed in order to use as little space as possible on the internet. We don’t provide VOIP services; we are using VOIP technology to transmit the voice messages on the internet network.

The GMG System's cost structure allows a User to initiate and control such a campaign from the Company's website at www.vgtel.com in which we charge the customer only for completed calls at a very attractive rate. As an example, we plan to charge for a US domestic call $0.03 this charge includes the dialing and delivering the message. We do not charge for line or equipment charges.

The actual dialing servers are located in different parts of the country, allowing off-loading the physical phone infrastructure preventing possible congestion, or power interruption which can interfere with any running telemarketing campaign.

The chart below illustrates the cost comparisons between (1) Call Centers using traditional telemarketing equipment based on report published by Beagle Research Group, LLC March 2006 (2) Call Centers using first generation VOIP products, based on report published in Business Communications Review November 2006. and (3) Our GMG product. See footnotes below:

	500 lines system	Traditional Call Center1	Existing VOIP Telemarketing Tools Cisco Enterprise2	GMG (5) System
Equipment	Call Center System, Client License	$1500 per Agent $750,000	$865 per Agent $432,500	None
Base Contact Center	One time cost for CRM licensing for concurrent operation	$600 per Line $300,000	$1,100 per Line $550,000	None
Monthly Fixed Costs	Leased from Service providers	$500 per T1 $10,000	$100 per Mb $1,700	None
Calls	Charge per Min.	$0.05	$0.05	$0.03

1Zachary A. Barnes, Bowie State University Maryland In Europe May 2005 in article entitled: Is Implemetation Of Voice Over Internet Protocol (Voip) More Economical For Businesses With Large Call Centers. Verizon Cost of each line is $26.00. Toll free number is $5.00. According to www.vonage.com for small businesses the following is a break down of monthly recurring costs. First line is $49.99. Each additional line is $44.99. Toll free number is $5.00.

2 Small Footprint, Big Results, The advantages of on-demand call centers — things your on-premise call center supplier never told you, and probably won’t, Published by Beagle Research Group, LLC March 2006, Table 6 Page 11 “200 user premises based call center cost breakdown”

3 IP Contact Centers Go Beyond The Basics: Published in Business Communications Review November 2006. Article authored by Michael B. Hommer, Robert Smithers. Table 2 Page 6 "Pricing of key components".

4 Zachary A. Barnes Bowie State University Maryland In Europe May 2005 in article entitled Is Implemetation Of Voice Over Internet Protocol (Voip) More Economical For Businesses With Large Call Centers? Barnes states VoIP service can save a significant amount of money by reducing infrastructure and monthly maintenance expenses as well as providing telephone service at significantly lower rates. From the data analyzed a company could save 76.2% on their outbound calling expenses by using VoIP technology.

5 The only charge that we plan to charge direct users of our system is $0.03 per successful US domestic call which includes placing the call and delivering the message. No additional fees will be charged. Since Platin, our only customer presently, is currently testing our system for their clients and providing us with helpful feedback to improve our system, we have agreed to a special arrangement during the testing and feedback phase in which we charge Platin a monthly per line cost of $3.0 plus a usage fee of $0.012 per min for each successful call delivered.

The Global Messaging Gateway (GMG) is currently the first and only product of the Company. The Company launched its website in January 2006 at its domain location, www.vgtel.com and currently has one client who is using the GMG system for telemarketing campaigns. We have not recognized any significant revenues from this product to date and we are negotiating additional contracts for our services with other clients.

Our Products and Services:

GMG Commercial Telemarketing Services:

In June 2008 our website was upgraded to allow Multilanguage support, currently it support English and Hebrew, while Russian will be the next language to be supported. During this testing phase, our development team continues to add features, fix problems and integrate new customers driven ideas. Each new feature is being integrated into the commercial operating environment and gets tested immediately under real commercial conditions.

Platin Ltd., is a related party. Israel Hason is the Chief Marketing Officer of our Company and a Director. Mr. Hason is also the managing partner and principal shareholder of Platin Ltd. Israel. Mr. Hason has agreed to recuse himself from any corporate decision relating to Platin Ltd business relationship with VGTel, Inc.

The telemarketing activity generated from Platin's clients is administered by Platin on behalf of their clientele, consisting of providers of products and services and is used for the purpose of announcing, exposing, alerting and informing prospective consumers to their products and services including discounts, sales, promotions and special deals. Platin is also using our GMG system on behalf of their political clients to conduct campaigns for political candidates in the State of Israel.

.GMG Alert Notification Services.

We identified four possible types of alert notification areas that our GMG system will be capable of accommodating:

a.	Weather: The service can be used by counties and other local organizations to alert residents on evacuation requirement and traffic directions.

b.	Terror: This service can be used by Homeland security and similar organizations to address residents in specific areas to stay away from a suspected terror threat.

c.	Industrial: Any large processing plant (Chemical, Nuclear, and Refinery) can use the service to alert residents around the plant of any event which might cause harm to their life or property.

In parallel with the on going testing and development effort for our GMG telemarketing campaign product, which is currently being used by Platin, we recently undertook the initiative to begin developing a set of Web Services API’s (Application Processing Interface) allowing CRM (Customer Relations Management) systems to use the GMG services without any manual intervention. This will open our services to many clients who currently have limited communications with their customers because the need to manually make the actual calls and follow-ups.

GMG Global Franchise Partners:

We plan to establish global partners to operate franchises of our GMG system. The global target market consists of many countries each has its own regulations and local methods of operating their businesses. Our goal is to establish 4 franchises within 18 months, and thereafter slowly build additional franchises. Using our personal and commercial network we have identified and contacted specific entities in the following countries: Kazakhstan, Turkey, Romania , Israel, and Russia. Each one of them expressed an interest in using the GMG system for their clients. All of these are small to medium companies which currently use traditional PSTN which stands for Public Switched Telephone Network. It is the same thing as POTS (Plain Old Telephone System) and is simply the worldwide telephone network referring to the old phone system which uses analog data. In contrast, VoIP uses digital data. Due to competition, most of them cannot raise the price for the services, and looking to lower the cost to stay in business. The GMG system provides this opportunity with no upfront investment.

The Company plans to have the domestic market handled directly through its own office, while each of the foreign operations will be run by a local franchiser under its general framework.

Although we are in discussions with certain entities regarding our franchise opportunity, to date we have not entered into any franchising contracts with any of these entities. Nor have we decided on the terms of each contract which will be determined in accordance with the demand of our GMG system. We expect that it will take one year for each franchise to get itself established.

Phase II

VGTel’s Products & Services:

Depending on our ability to raise additional funds, we anticipate our Phase II of our Products and Services will be implemented in 2009-2010.

Having built the VOIP based server, and the application builder tool, the Company will offer a variety of additional services such as:

1. Tele-Shir

The service enables customers to select a greetings occasion, and choose, from a list of played tunes, the one he would like to be sent. Then the system allows the customer to record his own greetings, set time+date and a phone number to dial. All the information is stored in a data base, and retrieved on time to be routed to the desired destination.The system support tunes for the following occasions:

·	General Salutations Get well

·	Greeting to a loved one (Male or Female)

·	Holiday greetings

Birthday

Wedding

·	Popular Songs

·	Patriotic Songs

2. Dating Service

This is a platform for single people to find a matching date. Each subscriber will receive a mailbox in which he describes himself, indicating his preferences, and get permission to listen to other mail-boxes according to his specific interest. Once he finds an interesting match, he can contact this person directly to schedule a date. There are many options for subscribing to the service, and all rendered services are prepaid using credit cards.

3. Fund Raising

This is a complete telemarketing support tool, to help candidates who are running for any elective position, to gather public awareness and support for their candidacy.

The Market for our Products & Services:

Our target market consists of businesses, non-profit organizations, and political organizations which employ call centers, including telemarketing firms, and any person or entity who seeks to reach out to sizable audiences, quickly, efficiently utilizing the most cost effective approach via voice or fax.

The VGTel system is configured to achieve global coverage using the internet as its core infrastructure facility which is easy to reach from almost any place, and free from most regulatory agencies that regulate the use of the standard telephone facilities. The primary products sold by VGTel consist of the capability to disseminate Voice, Text, Fax, Multimedia, messages to a vast number of clients simultaneously at a fraction of the cost of traditional mass marketing campaigns.

In today’s information driven society, where most people don’t have to be at home or in their office to be reached, and have less and less time to devote for any one interesting issue, the short, direct to the point marketing message, will be the best way to attract the attention of any potential global customer. The immediate and direct way to convey commercial information to the end user via telecommunications means dramatically increases the use of telemarketing as the main tool to raise the awareness and promoting products and services.

This is a significant market which will dramatically grow when the Chinese and Indian economies start targeting their domestic market with middle class consumer products.

The growing numbers of communities which are threatened by natural or man-made disasters, along with the availability of more sophisticated early warning sensors, create a significant demand for a method to convey warnings and alert notices to the affected neighborhoods in a timely manner in order to enable an orderly, and safe evacuation.

Many Governments, States, Counties, Cities, and commercial plants spend millions of dollars to maintain early-warning calling systems to support their constituencies. The VGTel system provides an efficient and cost effective alternative over new and existing systems in which a substantial portion of the costs associated with maintaining the system capabilities is currently being spent on leasing/renting phone lines from the local telecom providers.

Additional market segments which we plan to target, are businesses or organizations having a need to provide information to their respective group members as follows:

Business Non-Profit Education

Business	Non-Profit	Education
Corporate	Church	Camps
Utilities	Clubs	Scouts
Temp Help	Synagogues	Universities
Retail	Home Owner's Assoc.	Schools
Service Providers	Neighborhood	Day-Care
Hospitals	Political-Elections

2. Distribution Methods of the Products or Services.

Our objective is to develop multiple markets for our products and services. We plan to implement a marketing plan to enable us to attract Users to our GMG System.

Our Marketing Plan:

Our target market consists of supermarkets, discount chains, vendors of services, real estate brokers, political candidates, organizations, social planners, schools, municipalities, and other providers of alerts, messages, telemarketing, warnings, etc.

We plan to compile lists of targets consisting of:

·	Political parties for national, and local offices of government

·	Schools Charity collecting organizations

·	Providers of products such as supermarkets, chain stores,

·	Public Relations Companies on behalf of their clients Companies currently using telemarketing campaign products

·	Companies currently providing telemarketing campaign products.

Beginning in December 2009, we plan to announce our services using our GMG system to the aforementioned targets in the US, Canada and Israel. We plan to target customers that will use our system to support their already established clients who will provide us with a quicker market penetration. Additionally we plan to target direct users of our system to use the system for their own purposes.

In General, we plan to charge a lower rate for our services to wholesale providers who will use our system for their clients. We plan to charge a higher rate for direct clients who are direct users of our system. As of this date, we have not yet determined the actual fee structure that we will charge, as we believe it will determined in accordance with the market and what our clients will be willing to pay.

In February 2009 we started negotiating contracts with principals of the few franchised locations as detailed above under the sub-heading "Global Franchise Partners", which represent different market opportunities, providing the best learning ground for future expansion of the business. We have not signed any definitive agreements to date.

3. Status of any publicly announced new Product or Service.

No new product has recently been publicly announced.

4. Competition: business conditions, competitors, and methods of competition.

Management is not aware of any other internet based call-center with similar technology. We believe the uniqueness of this service positions VGTel to an excellent starting point in becoming a leading global service provider of a powerful Web-based marketing tool. We anticipate that the cost effectiveness, ease of use, coupled with unlimited capacity will make GMG a popular tool within a short period of time.

We have applied for a provisional patent on the core software engine which runs the business process of the VGTel System and platform, and plan to embark on a PR offensive to establish our name in the minds of entities operating in our target industry. We anticipate that being first to present this concept will give us an advantage over competitors who have not yet begun to exploit this market. We do anticipate that we will nonetheless face extensive competition from a variety of internet providers and from traditional telemarketing organizations as well. In addition, nearly all established firms that choose to compete with us will have greater brand recognition, longer operating histories, larger customer bases and significantly greater financial, marketing and other resources than we will have. New technologies and the continued enhancement of existing technologies may also increase competitive pressures upon us.

5. Sources and Availability of raw materials and the names of principal suppliers.

The Company does not use raw materials in its products and services.

The Company has entered into various relationships with third party vendors. (See Management Discussion & Analysis, under the sub heading Contracts, Agreements and Relationships).

6. Dependence on one or a few customers.

Our only current customer is Platin Ltd. located in Israel. Platin is a Public Relations (PR) company which handles many clients, from various market segments mostly located in the State of Israel. Their largest clients that make use of our telemarketing services are supermarkets, Credit cards providers, Non-Profit Charity organizations, and Pets’ food suppliers. The telemarketing activity generated from Platin's clients is administered by Platin on behalf of their clientele, consisting of providers of products and services and is used for the purpose of announcing, exposing, alerting and informing prospective consumers to their products and services including discounts, sales, promotions and special deals. Platin is also using our GMG system on behalf of their political clients to conduct campaigns for political candidates in the State of Israel. We provide our services to Platin, and although the campaigns are being conducted for Platin's clients, we only have a direct relationship with Platin who subcontracts our services for use by their clients. We do not have any relationship with their clients who are using our system. Therefore Platin is our only client to date. On January 15, 2006, Platin engaged our services for the upcoming election in Israel which was scheduled for March 28, 2006. Platin has been using our System for both political campaigns and for commercial telemarketing services they provide to a variety of their clients every since.

We currently depend on Platin, Israel for our total revenues. We believe they will remain our only client until the GMG product is further developed and refined and ready to serve many clients. We anticipate that we will reach this stage in September 2009, when we will slowly start adding a few additional customers. We believe that by December 2009 our product will be well enough refined and developed with many additional features and capabilities and will be ready to serve unlimited number of customers requiring telemarketing services.

The Company budgeted $5,000 for marketing in the next 12 months which will be used primarily to purchase mailing list of entities in various industries which the Company plans to target. The Company plans to use its GMG System to broadcast to selected target lists information about our services in hope of attracting users to the GMG System.

The Company objective is to have a diversified clientele in many sectors across a broad range of industries and in various geographical locations. We will need to raise substantial funds to enable us to aggressively market our product through public relations firms and massive advertising. There is no assurance we will be successful in raising additional funds.

7. Patents, trademarks, licenses, franchises, concessions, royalty agreements, or labor contracts, including their duration.

The Company has applied for a Provisional Patent on its core technology process.

Provisional Patent preserves the rights to apply for a regular patent within 12 months, while recognizing the application’s date to the date in which the provisional patent application was submitted. Thus, we will get a priority on any one who will apply for a similar patent during this year. Failure to file for the full patent protection within the one year period terminates the priority rights acquired through the provisional patent application. The cost of applying for a full patent is approximately $3,500. Filing for a full patent does not insure that a patent will be granted. The Company has not filed for a full patent; consequently the provisional patent has expired. The Company plans to file for a full patent when it is successful in raising additional funds.

8. The need for government approval of principal products or services.

Our business is subject, to privacy laws and regulations enacted in the United States and other jurisdictions around the world that govern the collection and use of personal data of our customers and our ability to contact our customers and prospective customers, including through telephone or facsimile. We are subject to U.S. federal privacy regulation, including the federal Telemarketing Sales Rule with its “do not call” and “do not fax” provisions, and state privacy regulations. Many states have laws and regulations regarding telemarketing laws, telephone solicitation laws, including “do not call” and “do not fax” regulations. Our Service Agreements with our clients require our clients to comply with all relevant privacy and telemarketing sales rules and further require they indemnify us against any regulatory actions caused by their breach of these laws. Additionally we require for our clients using our GMG product for telemarketing campaigns to provide us the recipient list for pre-screening to identify prospective recipients whose name appear on the "do not call" and "do not fax" list which we automatically delete. Violations of certain provisions of these laws by our clients will also limit our ability to accept certain clients for our services. Additionally, the United States and other jurisdictions are in the process of considering passing additional laws and regulations to protect the privacy of customers and prospective customers. In light of these and any future laws and regulations, there can be no assurance that we will be able to continue to market our services efficiently.

9. Technology:

We use commercially available software, as well as our own developed proprietary software. Our systems combine our proprietary technologies and commercially available, licensed technologies. Our current strategy is to license commercially available technology to augment internally developed solutions. Our Internet content delivery will be provided by a variety of servers.

10. Employees:

The business of VGTel, Inc. is managed by Mr. Kallus, our CEO. Our future success depends in large part upon our ability to attract and retain highly qualified employees. Competition for such personnel is intense, and there can be no assurance that we will be able to retain our senior management or other key employees or that we will be able to attract and retain additional qualified personnel in the future.

Risk Factors

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our Company and its business before purchasing shares of our Common Stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our Company. You could lose all or part of your investment due to any of these risks. You should therefore not invest in our securities unless you are prepared to lose your entire investment.

RISKS RELATED TO OUR BUSINESS

1. WE HAVE A LIMITED OPERATING HISTORY ON WHICH YOU CAN BASE YOUR EVALUATION OF OUR PEFORMANCE. WE ARE CURRENTLY TESTING OUR ONLY PRODUCT WITH ONE COMMERCIAL CLIENT WHO IS USING OUR SYSTEM ON A MINIMAL BASIS GENERATING MINIMAL REVENUES. THERE IS NO SUFFICIENT VOLUME OF MESSAGES BEING PROCESSED TO DETERMINE THE FULL FUCTIONALITY OF THE SYSTEM. WE CURRENTLY HAVE NO CONTRACTS FOR OUR SERVICES. IT IS HIGHLY LIKELY THAT OUR GMG SYSTEM MAY FAIL TO BE A VIABLE SOLUTION TO TRADITIONAL TELEMARKETING PRODUCTS AND MAY FAIL TO ATTRACT CUSTOMERS, IN WHICH CASE OUR BUSINESS WILL FAIL.

We are a development stage company with minimal operating history. On January 18, 2006 the Company purchased a newly developed telemarketing campaign product called "Group Messaging Gateway" (GMG) which the Company is currently testing with one commercial client who is using our system minimally. This client is Platin Ltd., and is a related party. Israel Hason is the Chief Marketing Officer of our Company and a Director. Mr. Hason is also the managing partner and principal shareholder of Platin Ltd. Israel. There is insufficient volume of messages currently being processed to enable us to determine the systems functionability with a normal commercial load. The Global Messaging Gateway (GMG) is currently the first and only product of the Company. We have not yet recognized any significant revenues from this product. We have not entered into any contracts for our services with clients. As a result, the product has not yet undergone rigorous testing by many clients. There is no assurance that the GMG product will become a viable alternative to replace the traditional telemarketing campaign products.

Furthermore, the product is new to the market and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a very limited operating history of marketing our services to the public over the Internet, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.

If we do not effectively manage these risks, we will go out of business. To address these risks, we must, among other things:

·	Increase the number of messages being tested by expanding the messages of our only customer Platin, or by attracting additional customers willing to test our system with their clients.

·	Continue to develop the GMG in accordance to feedback we receive from testing customer.

·	Provide superior customer service;

·	Maintaining competitive pricing

·	Continue to develop the products in accordance to our customers needs.

Develop a clientele for our products

There are many challenges we will face in addressing these risks which highlights the high degree or risk for investors who purchase our securities in this offering. If our GMG product does not gain market acceptance by many clients, or overall we are unsuccessful in implementing our business, or in becoming profitable, our business will fail and you will lose your investment.

2. OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILIITY TO CONTINUE AS A GOING CONCERN .

Following review of our financial statements, our auditors have determined that we do not have sufficient working capital necessary to be successful and to grow our business. As a result, our auditors have raised substantial doubt about our ability to continue as a going concern. According to our auditors, continuation of our Company as a going concern is dependent upon raising funds and generating ongoing revenues from our operations. If we a fail to accomplish both, we will most likely fail and you will lose your investment. We will require a minimum of $35,000 for the next twelve months. At the current level of revenues and expenses, in conjunction with the committed loan from our President we anticipate we will have sufficient funding to operate for the next six months. However, we will need to raise substantial funds in order to launch a broad marketing campaign to attract clients for our product in order to become a viable business. We cannot offer assurances that any additional funds will be raised when we require them or that we will be able to raise funds on suitable terms. If we fail to raise additional funds, if we fail as a business, and you would lose your investment.

3. WE NEED SUBSTANTIAL FINANCING TO EXECUTE OUR BUSINESS PLAN, AND THERE IS NO ASSURANCE FINANCING WILL BE AVAILABLE. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, WE MAY NOT BE ABLE TO CONTINUE OPERATIONS WHICH MAY CAUSE US TO GO OUT OF BUSINESS.

We need substantial additional capital to expand our marketing and sales efforts. Our current level of income and expenses along with a loan commitment from our CEO are expected to fund operations for the next six months. However we will need to raise substantial funds to further develop and market our product to potential clients which is essential for us to become a viable business. We cannot offer assurances that any additional funds will be raised when we require them or that we will be able to raise funds on suitable terms. Failure to obtain such financing when needed could delay or prevent our planned development and expansion, which could result in less revenue and less cash to fund operations. If additional capital is raised through the sale of additional equity or convertible securities, substantial dilution to our stockholders is likely to occur which may result in a partial or substantial loss to your investment in our common stock .

4. WE HAVE NOT DEVELOPED ANY EFFECTIVE DISTRIBUTION CHANNELS FOR OUR SERVICES WHICH ARE NECESSARY TO SELL OUR SERVICES AND GENERATE REVENUES. IF WE DO NOT ATTRACT SUFFICIENT CLIENTS FOR OUR PRODUCT WE WILL NOT HAVE SUFFICIENT REVENUES TO SUCCEED WHICH MAY CAUSE US TO GO OUT OF BUSINESS AND YOU MAY LOSE YOUR INVESTMENT.

We currently plan to market our services through personal contacts. In most instances, we plan to utilize performance demonstrations as part of our sales process. In addition, our future marketing plans include:

·	Establishing service brand recognition through customers with extensive use of the Internet.

·	Active participation in industry trade shows.

·	Extensive public relations efforts directed at target market trade press.

Our success will depend, in part, upon our marketing efforts to effectively establish distribution channels and we may not have the resources or ability to sustain these efforts or generate any meaningful sales. If we do not generate sales sufficient to cover our expenses and generate a profit, you may lose your investment.

5. WE DEPEND ON THIRD PARTIES FOR MANY FUNCTIONS. IF THE SERVICES OF THOSE THIRD PARTIES BECOME UNAVAILABLE TO US, AND WE ARE UNABLE TO REACH SUITABLE ALTERNATIVE ARRANGEMENTS ON A TIMELY BASIS, WE MAY LOSE CUSTOMERS AS A RESULT OF THE LAPSE IN OUR SERVICES CAUSED BY THE DELAY IN REACHING A CONTRACT WITH ALTERNATE PROVIDERS.

Our business is materially dependent on third parties supporting the following operational points: (See also section on "Business" under the subheading" (Our Current Infrastructure and Setup").

1.	Internet Service: Our servers are hosted by Internet Service Providers (ISP). We currently use two such providers:
		GoDaddy (California) and ESP (Israel)

2.	Interconnect - To carry the messages from the internet into the local telecommunications network, onto which the end client is connected.

The number of companies providing the above mentioned services is growing, and we anticipate that alternative vendors to provide these services will be easily obtainable. We cannot provide any assurances that the third parties will perform their contractual obligations adequately. Furthermore, if any of our current relationships are terminated suddenly and we are unable to reach suitable alternative arrangements on a timely basis, we may lose customers as a result of the lapse in our services caused by the delay in reaching a contract with alternate providers.

6. THE COMMUNICATIONS SERVICES INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO COMPETE EFFECTIVELY WHICH MAY CAUSE US TO GO OUT OF BUSINESS AND FOR YOU TO LOSE YOUR INVESTMENT.

The communications industry, including Internet and data services, is highly competitive, rapidly evolving, and subject to constant technological change and intense marketing by providers with similar products and services. We expect that new competitors are likely to join existing competitors in the communications industry, including the market for Voice over Internet Protocol (VOIP), Internet and data services. Many of our current and future competitors are significantly larger and have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources and experience than we have. In the event that such a competitor expends significant sales and marketing resources in one or several markets we may not be able to compete successfully in such markets. We believe that competition will continue to increase, placing downward pressure on prices. Such pressure could adversely affect our gross margins if we are not able to reduce costs commensurate with such price reductions. In addition, the pace of technological change makes it impossible for us to predict whether we will face new competitors using different technologies to provide the same or similar services offered or proposed to be offered by us. If our competitors were to provide better and more cost effective services, our business initiatives could be materially and adversely affected resulting in our business failing in which case you may lose your investment.

7. FAILURE FOR OUR COMPANY TO PERFORM FOR OUR CLIENTS MAY RESULT IN REDUCED REVENUES OR CLAIMS FOR DAMAGES WHICH MAY CAUSE US TO LOSE CLIENTS AND MAY RESULT IN OUR GOING OUT OF BUSINESS.

Failures to meet service requirements of a client could disrupt the client's business and result in a reduction in revenues or a claim for substantial damages against us. For example, some of our agreements may have standards for service that, if not met by us, may result in reduced payments. In addition, because many of our projects will likely be business-critical projects for our clients, a failure or inability to meet a client's expectations would seriously damage our reputation and affect our ability to attract new business. To the extent that our contracts contain limitations on liability, such contracts may be unenforceable or otherwise may not protect us from liability for damages. If this would occur it may devastate our business, and you could lose your investment.

8. WE ARE DEPENDENT UPON OUR CHIEF EXECUTIVE OFFICER, RON KALLUS, TO DEVELOP OUR BUSINESS. IF WE LOSE MR. KALLUS OR IF HE DOES NOT ADEQUATELY DEVELOP OUR BUSINESS, THEN WE WILL GO OUT OF BUSINESS AND YOU MAY LOSE YOUR INVESTMENT.

At the outset, our success will depend entirely on the ability of Ron Kallus to launch our business. We do not carry a “key person” life insurance policy on any of our officers and directors. The loss of Mr. Kallus would devastate our business. At the present time there are three officers in the company: Ron Kallus our President and Chief Executive Officer is devoting his full time to operate the company business while Mr. Hason, our Chief Marketing Officer, is devoting 20% of his time to develop the marketing strategy and Niva Kallus, Corporate Secretary is devoting 5% of her time to look over the company operations ensuring it is done according with the relevant regulations. Ron Kallus is the only officer devoting his full time to the operations of the Company. Mr. Kallus will be responsible for all business matters of the Company. In the event that Mr. Kallus ceases to devote his full time to our business, it will adversely affect our ability to conduct business and may cause a total loss of your investment .

9. OUR PROMOTIONAL AND MARKETING EFFORTS MAY NOT RESULT IN GENERATION OF ANY REVENUE WHICH MAY CAUSE OUR BUSINESS TO FAIL AND FOR YOU TO LOSE YOUR INVESTMENT

If our promotional and marketing efforts do not attract customers, then we will not generate any revenue. We intend to target customers that will need our services. If we do not attract customers through our promotional and marketing efforts, then it is likely that our business will fail and cause you to lose your investment.

10. THE FAILURE OF OUR BUSINESS AND OUR CUSTOMER SERVICE SUPPORT SYSTEMS TO PERFORM AS WE EXPECT, COULD CAUSE US TO LOSE CUSTOMERS AND/OR MAKE IT DIFFICULT TO OBTAIN NEW CUSTOMERS, WHICH COULD RESULT IN REDUCED REVENUES, POSSIBLY CAUSING US TO GO OUT OF BUSINESS .

Our operations support systems are an important factor in our success. Critical information systems used in daily operations will be used to perform sales and order entry, provisioning, billing and accounts receivable functions, and cost of service verification and payment functions. If any of these systems fail or do not perform as expected, it would reduce our ability to process orders and provision services, and to bill for services efficiently and accurately, all of which could cause us to suffer customer dissatisfaction, loss of business, loss of revenue or the inability to add customers on a timely basis, any of which could reduce revenues. In addition, system failure or performance issues could increase our operating costs by limiting our ability to review and dispute invoicing and provisioning data provided by our service providers. These are all critical issues which may devastate our business and may cause you to lose your investment.

RISKS RELATED TO OUR INDUSTRY.

11. OUR RIGHTS TO THE USE OF TELECOMMUNICATIONS FACILITIES AND TELECOMMUNICATIONS BANDWIDTH THAT MAKE UP OUR NETWORK MAY BE AFFECTED BY THE FINANCIAL HEALTH OF THE TELECOMMUNICATIONS FACILITY AND BANDWIDTH PROVIDERS WHICH COULD RESTRICT OUR ACCESS TO ESSENTIAL SERVICES AND COULD REDUCE OUR REVENUE OR INCREASE OUR OPERATING COSTS WHICH MAY CAUSE US TO GO OUT OF BUSINESS AND YOU MAY LOSE YOUR INVESTMENT .

The majority of our planned network will be held by us through short-term and long-term service agreements and/or irrevocable right of use agreements with various unrelated third-party providers who provide us with access to internet and telecommunications facilities and bandwidth owned by them. If one of these providers has a bankruptcy or financial collapse, we could lose our access to telecommunication services from the provider, which in turn could impact the integrity of our network resulting in a loss of revenues or leading to an increase in operating costs. Should this occur, we may be unable to continue our business, and you could lose your investment.

12. THE OPERATION, ADMINISTRATION, MAINTENANCE AND SUPPORT OF OUR SYSTEMS ARE SUBJECT TO RISKS THAT COULD LEAD TO INTERRUPTIONS IN OUR SERVICES AND THE FAILURE OF OUR SYSTEMS TO OPERATE AS INTENDED, WHICH COULD RESULT IN LESS REVENUE AND/OR HIGHER OPERATING COSTS WE MAY CAUSE US TO LOSE CUSTOMERS .

Our system is and will be subject to the risks inherent in large-scale, complex telecommunications systems. The operation, administration, maintenance and repair of our systems will require the coordination and integration of sophisticated and highly specialized software technologies and equipment located throughout the world. Our system may not continue to function as expected in a cost-effective manner. The failure of the hardware or software to function as required could render our Company unable to perform at design specifications. Failures in our system could result in reduced revenue and/or increased operating costs and loss of customers. If our costs exceed our revenues, we may be unable to continue our operations, and you may lose your investment.

13. THE PRICES FOR TELECOMMUNICATIONS SERVICES HAVE BEEN DECREASING, AND WE EXPECT THAT SUCH DECREASES WILL CONTINUE OVER TIME, THUS REDUCING OUR ANTICIPATED REVENUES AND ANY MARGIN OF PROFIT WE MAY REALIZE. WITHOUT SUFFICIENT REVENUES TO COVER OUR EXPENSES AND GENERATE A PROFIT, WE WILL GO OUT OF BUSINESS AND YOU MAY LOSE YOUR INVESTMENT.

We expect price decreases in our industry to continue as demand increases for transmission capacity on existing and new networks. If the prices for our services decrease for whatever reason and we are unable to increase volumes through additional services or otherwise, it would reduce revenues and lower our operating results. If we do not generate sales sufficient to cover our expenses and generate a profit, you may lose your investment.

14. CHANGES IN REGULATORY ENVIRONMENTS MAY REQUIRE US TO OBTAIN AND MAINTAIN A NUMBER OF GOVERNMENTAL LICENSES AND PERMITS, WHICH COULD BE AN EXPENSIVE AND TIME-CONSUMING PROCESS, AND THERE IS NO ASSURANCE WE WILL BE ABLE TO OBTAIN OR MAINTAIN THE LICENSES OR PERMITS, THUS WE MAY BE FORCED TO GO OUT OF BUSINESS AND CAUSE YOU TO LOSE YOUR INVESTMENT.

Our business is subject, to privacy laws and regulations enacted in the United States and other jurisdictions around the world that govern the collection and use of personal data of our customers and our ability to contact our customers and prospective customers, including through telephone or facsimile. We are subject to U.S. federal privacy regulation, including the federal Telemarketing Sales Rule with its “do not call” and “do not fax” provisions, and state privacy regulations. Many states have laws and regulations regarding telemarketing laws, telephone solicitation laws, including “do not call” and “do not fax” regulations. Additionally, changing regulatory environments may require us to obtain and maintain a number of governmental licenses and permits in the future. If we fail to comply with those regulatory requirements or fail to obtain and maintain those licenses and permits, we may not be able to conduct our business. Moreover, those regulatory requirements could change in a manner that significantly increases our costs and reduces our operating results. If we do not generate sales sufficient to cover our expenses and generate a profit, you may lose your investment.

15. ATTEMPTS TO LIMIT THE BASIC COMPETITIVE FRAMEWORK OF THE TELECOM ACT COULD INTERFERE WITH THE SUCCESSFUL IMPLEMENTATION OF OUR BUSINESS PLAN, WHICH COULD INCREASE OUR OPERATING COSTS AND/OR REDUCE OUR REVENUES .

Successful implementation of our business plan is predicated on the assumption that the basic framework for competition in the local exchanges services market established by the Telecom Act will remain in place. We expect that there will be attempts to modify, limit or eliminate this basic framework through a combination of federal legislation, new rulemaking proceedings by the FCC and challenges to existing and proposed regulations by the Regional Bell operating companies ("RBOCs"). If those provisions of the Telecom Act are changed, those changes could significantly increase our operating costs and/or reduce our revenue. If we do not generate sales sufficient to cover our expenses and generate a profit, you may lose your investment.

16. POTENTIAL REGULATION OF INTERNET SERVICE PROVIDERS COULD SUBJECT US TO UNFORSEEN RESTRICTIONS ON OUR PROJECTED USE OF THE NETWORK WHICH COULD INCREASE OUR OPERATING COSTS.

The FCC has to date treated Internet service providers as enhanced service providers. Enhanced service providers are currently exempt from federal and state regulations governing common carriers, including the obligation to pay access charges and contribute to the universal service funds. The FCC is currently examining the status of Internet service providers and the services they provide. If the FCC were to determine those Internet service providers, or the services they provide, are subject to FCC regulation, including the payment of access charges and contribution to the universal service funds, it could affect VGTel because those additional charges could be passed to us and could significantly increase our operating costs. If we do not generate sales sufficient to cover our expenses and generate a profit, you may lose your investment.

17. UNAUTHORIZED DISCLOSURE OF SENSITIVE OR CONFIDENTIAL CLIENT AND CUSTOMER DATA, WHETHER THROUGH BREACH OF OUR COMPUTER SYSTEMS OR OTHERWISE, COULD EXPOSE US TO PROTRACTED AND COSTLY LITIGATION AND CAUSE US TO LOSE CLIENTS WHICH MAY RESULT IN OUR GOING OUT OF BUSINESS AND FOR YOU TO LOSE YOUR INVESTMENT.

We may be required to collect and store sensitive data in connection with our services, including names, addresses, social security numbers, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checks. If any person, including any of our employees, penetrates our network security or otherwise misappropriates sensitive data, we could be subject to liability for breaching contractual confidentiality provisions and/or privacy laws. Penetration of the network security of our data centers could have a negative impact on our reputation and could lead our present and potential clients to choose other service providers, which would devastate our business, and may result in the loss of your investment.

18. OUR POTENTIAL CLIENTS MAY ADOPT TECHNOLOGIES THAT DECREASE THE DEMAND FOR OUR SERVICES, WHICH COULD REDUCE OUR REVENUES AND CAUSE US TO GO OUT OF BUSINESS AND FOR YOU TO LOSE YOUR INVESTMENT.

We plan to target clients with a need for our services and we will depend on their continued need of our services. However, over time, clients may adopt new technologies that decrease the need for live customer interactions, such as interactive voice response, web-based self-help and other technologies used to automate interactions with customers. The adoption of such technologies could reduce the demand for our services, pressure our pricing, cause a reduction in any revenues we are generating at the time, and harm our business. Should that occur, it may devastate our business, and cause you to lose your investment.

19. SYSTEM FAILURES COULD PREVENT ACCESS TO OUR WEBSITE AND PREVENT OUR CLIENTS FROM USING OUR SYSTEM THEREBY REDUCING OUR REVENUES. IF WE DO NOT GENERATE SUFFICIENT REVENUES TO COVER OUR EXPENSES AND GENERATE A PROFIT, WE MAY GO OUT OF BUSINESS AND YOU MAY LOSE YOUR INVESTMENT.

Since the success of our business will depend upon our use of the internet for VOIP services, any network interruptions, difficulty or inability to access our website, or other problems with our website, would result in declining revenue and loss of potential customers. We anticipate that our systems and operations will be vulnerable to damage or interruption from a number of sources, including fire, flood, power loss, telecommunications failure, physical and electronic break-ins, earthquakes and other similar events. We believe our servers will also be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. Any substantial disruption of this sort could completely impair our ability to generate revenue through our website. We do not currently have a formal disaster recovery plan in effect and do not have business interruption insurance to compensate us for losses that could occur. Consequently, these risks if realized will cause us to go out of business, and you may lose your entire investment.

20. OUR OPERATING RESULTS COULD BE IMPAIRED IF WE BECOME SUBJECT TO BURDENSOME REGULATIONS, LEGAL UNCERTAINTIES, AND/OR FEES CONCERNING OPERATION OF OUR WEBSITE WHICH MAY INCREASE OUR EXPENSES AND CAUSE US TO GO OUT OF BUSINESS.

Since 1998, the system for the internet has been run by a US (non governmental organization) known as ICANN - the Internet Corporation for Assigned Names and Numbers. It is an independent body, but is under contract to the US Department of Commerce. Other countries have become increasingly uncomfortable with the arrangement, countries including China and Iran wanted so-called “internet governance” transferred to an international body linked to the UN while the EU wanted some kind of intergovernmental “cooperative body”. An agreement was reached November 2005 wherein the US will keep its oversight of the technology that underpins the internet. But a new international “internet governance forum” will be set up to discuss issues of concern. Although currently this new forum is not envisioned to have any decision-making powers,” there is no assurance that this forum and the international community will not at some point impose burdensome regulations or fees to companies conducting commerce over the internet. Should that occur, it would adversely affect our business and may impede our ability to implement our platform and to facilitate transactions over the internet. Consequently, it could result in our business failing, and you losing your entire investment.

21 WE ARE SUBJECT TO THE POLITICAL, AND MILITARY CONDITIONS OF EACH COUNTRY IN WHICH WE PLAN TO SELL OUR SERVICES. POLITICAL UNREST COULD INTERRUPT OUR BUSINESS WHICH COULD CAUSE US TO LOSE REVENUES WHICH MAY LEAD TO OUR GOING OUT OF BUSINESS.

We plan to expand our business globally in various parts of the world. Our only client currently is located in the state of Israel which has recently been engaged in a war and is still facing uncertainty. During this brief, war no business was transacted. Furthermore, we plan to expand our operations globally to other countries which may face political unrest or other local challenges. If that occurs our business may be halted and we may go out of business.

22. AS A NEWLY REPORTING COMPANY UNDER THE EXCHANGE ACT, WE WILL BE SUBJECT TO CERTAIN PROVISIONS OF THE SARBANES-OXLEY ACT OF 2002 AFFECTING CORPORATE GOVERNANCE, SECURITIES DISCLOSURE, COMPLIANCE PRACTICES, INTERNAL AUDITS, DISCLOSURE CONTROLS AND PROCEDURES AND FINANCIAL REPORTING AND ACCOUNTING SYSTEMS. NONE OF OUR OFFICERS AND DIRECTORS HAVE BEEN ASSOCIATED WITH A PUBLIC COMPANY PREVIOUSLY, OR HAVE EXPERIENCE OVERSEEING COMPLIANCE WITH THE SARBANES- OXLEY ACT. FAILURE TO COMPLY WITH THE ACT MAY RESULT IN INVESTORS LOSING CONFIDENCE IN THE RELIABILITY OF OUR FINANCIAL DISCLOSURE DOCUMENTS AND MAY ALSO RESULT IN OUR STOCK BEING DELISTED FROM THE OTC BULLETIN BOARD. SHOULD THAT OCCUR IT WOULD LIKELY RESULT IN A SUBSTANTIAL DECLINE IN THE PRICE OF OUR STOCK.

As a reporting company under the Exchange Act, we will be subject to certain provisions of the Sarbanes-Oxley Act of 2002 . The Sarbanes-Oxley Act affects corporate governance, securities disclosure, compliance practices, internal audits, disclosure controls and procedures and financial reporting and accounting systems. Section 404 of the Sarbanes-Oxley Act, for example, requires companies subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. The failure to comply with Section 404, when we are required to comply, may result in investors’ losing confidence in the reliability of our financial statements, which may result in a decrease in the market value of our common stock, prevent us from providing the required financial information in a timely manner, which could materially and adversely impact our business, our financial condition and the market value of our common stock, prevent us from otherwise complying with the standards applicable to us as a public company and subject us to adverse regulatory consequences.

23. PENNY STOCK RULES MAY MAKE BUYING OR SELLING OF THE COMPANY'S SHARES DIFFICULT WHICH MAY CAUSE YOU TO LOSE PART OR ALL OF YOUR INVESTMENT

Broker-dealer practices in connection with transactions in penny stock are regulated by certain penny stock rules adopted by the Securities and Exchange Commission (the "SEC"). Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges and quoted on the NASDAQ system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about the penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. Since the common shares will be subject to the penny stock rules, and investors may find it more difficult to sell their shares.

24. THE LIMITED MARKET FOR OUR SHARES WILL MAKE OUR PRICE MORE VOLATILE. AS WELL, OUR STOCK IS HELD BY A SMALL NUMBER OF INVESTORS THUS REDUCING THE LIQUIDITY OF OUR STOCK AND THE LIKELIHOOD THAT ANY ACTIVE TRADING MARKET WILL DEVELOP. AS A RESULT YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.

There is currently no market for our Common Stock. Even if we are successful in our stock trading on the OTC Bulletin Board, the market for our common stock is likely to be very limited and we cannot assure you that a larger market will ever be developed or maintained.

Currently, our Common Stock is not listed on any established trading system. The fact that most of our Common Stock is held by a small number of investors further reduces the liquidity of our Common Stock and the likelihood that any active trading market will develop. The market for our Common Stock is likely to be volatile and many factors may affect the market. These include, for example: Our success, or lack of success, in marketing our services and developing our customer base; Competition; and our ability to raise sufficient capital for business expansion.

Additionally the stock markets generally have experienced, and will likely continue to experience, extreme price and volume fluctuations which have affected the market price of the shares of many small capital companies. These fluctuations have often been unrelated to the operating results of such companies. Such broad market fluctuations, as well as general economic and political conditions, may decrease the market price of our Common Stock in any market that develops.

2: Description of Properties:

As of June 25, 2008 our administrative office is located at:

2 Ingrid Road

Setauket, NY 11733-2218

Tel: 631-458-1120

Our CEO has agreed to provide his home office for administrative use by the Company free of charge. The office is equipped with standard office equipment including computers, scanners, copiers, and fax machine and office space.

Item 3: Legal Proceedings

Neither us, nor any of our officers or directors is a part’ to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.

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

None.

PART II

Item 5: Market for Registrants Common Equity and Related Stockholder Matters

The Company’s Common Stock is quoted on the Over The Counter Bulletin Board. The table below sets forth the high and low prices for the Company’s Common Stock. Quotations reflect inter-dealer prices, without retail mark-up, mark-down commission, and may not represent actual transactions. Since the Company's common stock trades sporadically, there is not an established active public market for its common stock. No assurance can be given that an active market will exist for the Company's common stock and the Company does not expect to declare dividends in the foreseeable future since the Company intends to utilize its earnings, if any, to finance its future growth, including possible acquisitions. The company has 6,433,900 shares outstanding as of March 31, 2009 and has approximately 43 shareholders.

Vgtel, Inc.	High		Low

Fiscal year ended March 31, 2008	$	0	$	0
Quarter Ending June 30, 2008	$	0	$	0
Quarter Ending September 30, 2008	$	1.00	$	0.20	*
Quarter Ending December 31, 2008	$	5.00	$	0.20
Quarter ending Ending March 31, 2009	$	6.55	$	0.02

*Trading on the OTC Bulletin Board commenced on July 14, 2008.

Item 6: Selected Financial Data

As a small reporting company, we are not required to provide Selected Financial Data.

Item 7. Management Discussion & Analysis of Financial Condition and Results of Operations:

Forward-Looking Statements

This prospectus contains "forward-looking statements," about our financial condition, results of operations and business. These statements include, among others:

·	Statements concerning the benefits that we expect will result from our business activities and certain transactions that we have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and

·	Statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or with documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this prospectus. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We caution you not to put undue reliance on these statements, which speak only as of the date of this prospectus. Further, the information contained in this prospectus is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

We are a development stage company currently testing a newly developed telemarketing campaign product called Global Messaging Gateway (GMG). The GMG system is designed to enable the User of the system to set up telemarketing campaigns to distribute messages to bulk lists of recipients. Messages can be delivered in the medium of text, voice, Fax or multimedia. Messages can be delivered from one control center to thousands of clients anywhere in the world simultaneously. The GMG System uses the internet instead of traditional telephone equipment. (See "Description of Business".)

The Global Messaging Gateway (GMG) is currently the first and only product of the Company. We currently have only one User that is using our system. For the twelve months ending March 31, 2009, we generated $ 25,896 and during the fiscal year ended March 31, 2008 we generated revenues of $15,840 from Platin. Consequently, the aggregate revenues we generated to date from our only customer, Platin Ltd. is $67,443. Platin pays a monthly fee for the lines and a per call fee for each successful call placed. Platin is a related party. Platin Ltd., is a related party. Israel Hason is the Chief Marketing Officer of our Company and a Director. Mr. Hason is also the managing partner and principal shareholder of Platin Ltd. Israel. Mr. Hason has agreed to recuse himself from any corporate decision relating to Platin Ltd business relationship with VGTel, Inc.

During the next 12 months, we plan to focus on three applications of the GMG system:

(1)	GMG Commercial Telemarketing Services,

(2)	GMG Alert Notification System

(3)	GMG Global Franchise Partners

Contracts & Agreements & Relationships:

Internet Gold: (Smile Communications):

On Nov. 1 2006 the Company entered into a contract with Internet Gold (on Jan 01.2008 the company changed its name to Smile Communications) to provide us with required connection to the global VOIP network via their advanced services capabilities. The Contract has a one year term but may be terminated by either party for cause or convenience upon thirty days written notice. The Agreement is a reciprocal agreement between the parties allowing each party to send traffic to the counter party. In the future, when the company will have similar agreements with other VOIP carriers, this option for traffic exchange may be developed into an additional revenue stream.

The contract provides that Internet-Gold may, at its sole discretion and at any time, change the applicable rates due to it, and/or the destinations to which it offers the Service, upon 7 (seven) days prior written notice to the Company. We are being billed in 1 (one) second increments as of the 1st second, unless stated otherwise. The Agreement does not provide volume discounts, or minimum message requirements. We are billed only for the per call use. However, we believe that if the volume of messages increased ten times the current volume, we would be in a stronger position to negotiate a more favorable rate with either Internet Gold, or alternate provider for this service. We believe that if Internet Gold were to increase the rate or terminate the service, we would easily be able to find an alternate source to provide this service, as the VOIP carrier business is highly competitive.

Ongoing Development of our GMG Systems.

From the inception of the GMG System, Kanaga provided software development services for an aggregate of $36,250 from inception to March 31, 2008, and $16,060 during the fiscal year ended March 31, 2009.

During the next 12 months we anticipate our further development costs will be $12,000. Kanaga stopped operating as an on going concern, but we manage to acquire the service of their chief engineer who was responsible for the development of GMG system. We will continue working with him during 2009 and 2010 to support our planned pipeline of products and services.

During the next twelve months, our development activities include adding features, fixing problems and integrating new customer driven ideas. Each new feature is being integrated into the commercial operating environment and gets tested immediately under real commercial conditions. Additionally, during this period we will continue the ongoing development of the Web Services API’s allowing more large clients who desperately looking for help in their CRM to use our system.

Plan of Operations for the Next 12 Months Period.

The current status of the global market leave us with less hope to obtain the needed financial backup needed for executing our market plan and we will concentrate to use our limited resources to further strengthening the system features and improving its ruggedness.

During the next twelve months, we expect to take the following steps in connection with the development of our business and the implementation of our plan of operations:

·	Continue testing our system with Platin Ltd. our only client to date. During this testing phase, our development activities are continuing to add features, fix problems and integrate new customer driven ideas.

Beginning September 2009, we will be technically able to open the system for few customers using the newly developed Web-Services, and by December 2009 we believe we will be technically in a position to serve unlimited number of customers. We currently have no agreement or understanding with any entity to become our client.

·	Beginning in December 2009, we plan to prepare and execute a marketing plan to increase the number of Users to our system. (See Marketing Plan in the section Business under the sub heading Distribution of Products & Services. :)

Providing funding will be available, beginning in December 2009, we plan to announce our services using our GMG system to the aforementioned targets in the US and Israel. We plan to target companies that will use our system for their established clients which will provide us with a quicker market penetration since we anticipate that each client that we contract with, will be using our GMG system for many of their clients which will result in many clients using our system.

Our registration statement was rendered effective by the Securities & Exchange Commission, and we are currently seeking private placement investors to invest in our securities. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fully execute our Plan of Operations, which could significantly and materially restrict our business operations. If additional capital is raised through the sale of additional equity or convertible securities, substantial dilution to our stockholders is likely to occur.

·	We plan to initiate phase two of our operations, as soon as we raise additional capital sufficient to support the costs of executing the second phase of our operations.

PHASE II

Expansion Plan:

PHASE II

Expansion Plan:

We plan to initiate Phase II after we complete the activities outlined above for the next twelve months. Executing Phase II is entirely dependent on our ability to raise additional funds.

·	To obtain additional equity financing through Private Placement investments after the Company's registration statement is rendered effective. Raising additional capital is essential to finance the company's expansion of services and territories as described in the Expansion Plan.
·	To continue to develop the multi server capability, in order to increase the capacity of our GMG System to satisfy any required load by the users.

·	To increase the number of content-based products which are being offered through the VGTel website. (See Phase II Products & Services described in the Business section under "Products & Services")

·	.To increase the number of franchises by direct marketing of franchises and recruiting area developers

The Company plans to raise additional funds in order to expand its business and fully execute its Plan of Operations including the Expansion Plan. There is no assurance that the Company will be successful in raising sufficient funds to execute its expansion agenda. If additional capital is raised through the sale of additional equity or convertible securities, substantial dilution to our stockholders is likely to occur which may result in a partial or substantial loss to your investment in our common stock .

If we are successful in raising additional funds, we plan to hire and train key individuals for positions which include global management, marketing, and administrative. The number of employees hired will be dependent upon a variety of factors including our progress in implementing our business plan and available capital. By the fourth quarter of 2009, we expect to require approximately 5 employees and anticipate incurring $30,000 per month for payroll. The hiring of employees will be an ongoing process during the company’s existence. Additionally, the Company plans to utilize outside marketing and public relations firms to facilitate strategic alliances with potential franchisers and telemarketers. Depending on the availability of funds, the Company plans to spend $50,000 in advertising and marketing of its products and services during the second Phase of our operations.

Purchase of Significant Equipment

The Company does not plan any purchases of significant Equipment in the next 12 months.

Other:

Except for historical information contained herein, the matters set forth above are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements.

Off-Balance Sheet Arrangements:

We do not currently have any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates.

We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates. These significant accounting policies relate to research and development costs, valuation of long-lived assets and income taxes. These policies, and the related procedures, are described in detail below.

RESEARCH & DEVELOPMENT COSTS. Direct research and development activities consist primarily of new product development, continuing engineering for existing products, regulatory and clinical trial costs. Costs related to research and development efforts on existing or potential products are expensed as incurred. Allocated SG&A costs associated with R&D activities have not been included in the R&D expenses; in addition, the costs associated with building and protecting our Intellectual Property are currently included in our SG&A and not counted as direct research and development costs.

IMPAIRMENT OF LONG-LIVED ASSETS, In accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), our long-lived assets to be held and used in the business are reviewed for impairment. When impairment is noted, assets are evaluated for impairment at the lowest level for which there is identifiable cash flows. If the sum of expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on assets to be disposed of are determined in a similar manner, except that the fair values are reduced for disposal costs. Considerable management judgment and assumptions are necessary to identify indicators of impairment and to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. At June 30, 2008, the Company did not assign a value to its intangible assets, as they will continue to require additional development and it has yet to be determined the underlying value of the assets.

INCOME TAXES. Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

CONTINGENCIES. In the ordinary course of business, we have entered into various contractual relationships with strategic corporate partners, customers, distributors, research laboratories and universities, licensors, licensees, suppliers, vendors and other parties. As such, we could be subject to litigation, claims or assessments arising from any or all of these relationships. We account for contingencies such as these in accordance with Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies" ("SFAS 5"). SFAS 5 requires us to record an estimated loss contingency when information available prior to issuance of our financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies arising from contractual or legal proceedings requires that we use our best judgment when estimating an accrual related to such contingencies. As additional information becomes known, our accrual for a loss contingency could fluctuate, thereby creating variability in our results of operations from period to period. Likewise, an actual loss arising from a loss contingency which significantly exceeds the amount accrued for in our financial statements could have a material adverse impact on our operating results for the period in which such actual loss becomes known.

ACCOUNTING FOR STOCK BASED COMPENSATION. In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”), which replaces SFAS No. 123; Accounting for Stock-Based Compensation, (“SFAS 123”) and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, (“APB 25”). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under SFAS 123R, the Company is required to measure the cost of employee services received in exchange for stock options and similar awards based on the grant-date fair value of the award and recognize this cost in the income statement over the period during which an employee is required to provide service in exchange for the award. The pro forma disclosures previously permitted under SFAS 123 are no longer an alternative to financial statement recognition. The Company adopted SFAS 123R on June 20, 2007 using the modified prospective method, which did not require the recognition of any non-cash charges, as there were no unvested stock options on that date.

The fair value concepts were not changed significantly in FAS 123R; however, in adopting FAS 123R, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using the Black-Scholes valuation model and has elected to use the ratable method to amortize compensation expense over the vesting period of the grant.

Results of Operations:

Fiscal Year Ended March 30, 2009 and March 30, 2008

Revenues:

Revenues for the fiscal year ending March 31, 2009 was $25,896 compared to $15,840 for the fiscal year ended March 31, 2008.

We continued to provide the services to Platin Ltd. during the twelve month period ended March 31, 2009.

Platin, our only client to date is currently testing our system and providing feedback to improve our product. Platin Ltd. is a related party. Israel Hason is the Chief Marketing Officer of our Company and a Director. Mr. Hason is also the managing partner and principal shareholder of Platin Ltd. Israel.

Expenses:

Total operating expenses for the fiscal year ended March 31, 2009 was $125,144 as compared to $101,361 for the fiscal year ended March 31, 2008, an increase of approximately 23 %. Expenses included General and Administrative expense of $30,434 as compared to $29,061 for fiscal year ending March 31, 2008. Additionally, the company incurred $16,850 in stock based compensation for services rendered to the Company during the period ending March 31, 2009. No expenses for services rendered were incurred during the period ending March 31, 2008. Officers Compensation & Rent amounted to $56,000 during the fiscal year ended March 31, 2009 as compared to from $56,000 during the fiscal year ended March 31, 2008. Additional Paid in Capital has been credited for these amounts. Depreciation and Amortization was $5,800 for the fiscal year ended March 31, 2009 compared to $5,800 for the period ending March 31, 2008. The increase in expenses in the fiscal year ended March 31, 2009 resulted from the increase in generated traffic, and in the associated operational costs of $16,850 for services rendered.

Research and development expenses for the fiscal year ended December 31, 2009 increased to $16,060 as compared to $10,500 for the fiscal year ended March 31, 2008. The increase in research and development cost was attributable the fact that Kanaga was busy fixing bugs and maintaining the system .

The Company developed the intellectual properties known as Group Messaging Gateway. As of March 31, 2009 the Company and its shareholders have expended an aggregate of $116,560 of which $87,560 was expensed in the development of this program and $29,000 of the 116,560 in development costs, incurred after technological feasibility has been reached and is therefore being capitalized and amortized over a sixty-month period.

Development costs expensed since inception to March 31, 2009 is as follows:

Pre-Technological Feasibility	Twelve Month Period Ending 3-31-2006	Expensed	$37,500
Pre-Technological Feasability (Brain & Power Ltd.) $10,000 Post Operational Development (Kanaga) $13,500	Twelve Month Period Ending 3-31-07	Expensed	$23,500
Post Operational Development (Kanaga)	For the 12 Month Period Ending 3-31-08	Expensed	$10,500
Post Operational Development	For the 12 Month Period Ending 3-31-09	Expensed	$16,060
Total Development Cost Expensed since Inception			$87,560

Net loss

The Company reported a net loss for the twelve month period ending March 31, 2009 of $100,260 or ($0.02) per share as compared to $85,521 or ($0.02) per share, for the fiscal year period ending March 31, 2008.

The Company had a cumulative net losses since its inception of of $341,802 for the period ending March 31, 2009 as compared to $241,542 for the fiscal year ended March 31, 2008. The increase in net loss is attributable to the increase in expenses in the fiscal year ended March 31, 2009 resulted from the increase in generated traffic, and in operational costs of $16,850 for services rendered.

Liquidity and Capital Resources:

For the Fiscal Year Ended March 31, 2009 and March 31, 2008.

As of March 31, 2009 the Company had $3,063 as compared to $ 5,126 in cash, as at March 31, 2008.

Net cash used by operating activities for the fiscal year period ended March 31, 2009 was (41,063) as compared to (2,054) for the fiscal year ended March 31, 2008.

Net cash provided by investing activities during the fiscal year ending March 31, 2009 was 0 for 2009 and 2008 respectively.

Net cash provided by financing activities furing fiscal year ending March 31, 2009 was $24,000 for sales of Units and $15,000 loaned to the Company by Ron Kallus compared to $0 net cash provided by investing activities for the previous twelve months period ended March 31, 2008.

Ron Kallus, the Company Chief Executive Officer and Principal shareholder provided a credit facility to the Company up to a maximum of $20,000 which may be drawn down anytime from March 1, 2006 until May 18, 2007. This unsecured facility is payable May 18, 2007 and bears an interest rate of prime plus one (1) calculated on an annual basis payable annually in arrears with first payment due March 1, 2007 and second payment due May 18, 2007, unless extended by mutual consent of the parties. On July 18, 2006, Mr. Kallus executed an amendment to the March 1, 2006 credit facility increasing the total amount of the credit facility from $20,000 to $50,000 and extending payable date from May 18, 2007 to December 31, 2007 with the first interest payment due July 1, 2007 and second payment due December 31, 2007. During the period ending March 31, 2007, Mr. Kallus advanced $12,100 compared to $4,223 in the corresponding period ending March 31, 2006 for an aggregate of $16,323 from inception. No funds were advanced by Mr. Kallus during the period ending March 31, 2008 and $15,000 were advanced during the period ending March 31, 2009. The aggregate of the loan advanced by Mr. Kallus is $31,323. Due to the increase in the credit facility, for the year ended March 31, 2009, the Company has imputed interest using an interest rate of prime plus 1% for a total of $1,012 which was charged to interest expense and credited to additional paid in capital.

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

We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for trading purposes.

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA

F-1 - F-17

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

(a) Dismissal of Previous Independent Registered Public Accounting Firm.

On April 27, 2009 , N. Blumenfrucht CPA PC "NBCP" resigned as our independent registered public accounting firm. The Board of Directors (the “Board”) of VGTel, Inc. (the “Company”) approved such resignation on April 27, 2009.

The Company’s Board of Directors participated in and approved the decision to change our independent registered public accounting firm.

During the two most recent fiscal two years 2008 and 2007 and through the subsequent interim periods through April 27, 2009, the date of resignation, the Company did not have any disagreements with "NBCP" on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to "NBCP's" satisfaction would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, except for the following:

The report on the Company’s financial statements for the fiscal year ended March 31, 2009 and March 31, 2008 contained an explanatory paragraph concluding that there was substantial doubt as to the Company’s ability to continue as a going concern, since the Company had no significant income since inception, and the continuation of the Company as a going concern was dependent upon the Company’s ability to obtain additional financing and upon future profitable operations.

During the most recent two fiscal years 2008 and 2007 and the Subsequent Interim Period, no "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K) occurred that would be required by Item 304(a)(1)(v) to be disclosed in this report.

The Company provided "NBCP" with a copy of this Current Report on this amended Form 8-K and requested that they furnish it with a letter addressed to the SEC stating whether or not they agree with the above statements. The Company has received the requested letter from "NBCP", and a copy of such letter is filed as Exhibit 16.1 to this Current Report Form 8-K/A.

(b) Engagement of New Independent Registered Public Accounting Firm.

On April 27, 2009, the Board appointed Kempisty & Company Certified Public Accountants, PC, "K &Co." as the Company’s new independent registered public accounting firm. The decision to engage "K &Co." was approved by the Company’s Board of Directors on April 27, 2009.

Prior to April 27, 2009, and during the most recent fiscal years 2008 and 2007 and through the subsequent interim periods through May 14, 2009, the Company did not consult with "K &Co." regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) no written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures . Under the supervision of our principal executive officer who is also the principal financial officer, we have evaluated the effectiveness of the design and operation of the Company's “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).

Based on that evaluation, our principal executive officer concluded that our disclosure controls and procedures were not effective because of certain deficiencies involving internal controls which constituted a material weakness as discussed below. The material weakness identified did not result in the restatement of any previously reported financial statements or any other related financial disclosures, nor does management believe that it had any effect on the accuracy of our financial statements for the current reporting period.

Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining “internal control over financial reporting,” as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only a reasonable assurance of achieving their control objectives.

Under the supervision and with the participation of our management, including our principal executive officer who is also the principal financial officer, we have evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our principal executive officer who is also our principal financial officer concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:

• The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.

• The Company does not have a comprehensive and formalized accounting and procedures manual.

Management has concluded that until we have sufficient financial resources to supplement our accounting personnel, this material weakness will continue.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended June 30, 2009 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None

PART III

Directors Officers and Promoters:

The following table sets forth, as of June 12, 2009 the names and ages of all of our directors and executive officers; and all positions and offices held. The director will hold such office until the next annual meeting of shareholders and until his or her successor has been elected and qualified.

Item 10: Directors, Executive Officers,

The following sets forth our directors, executive officers, promoters and control persons, their ages, and all offices and positions held. Directors are elected for a period of two years and thereafter serve until their successor is duly elected by the shareholders. Officers and other employees serve at the will of the Board of Directors.

Ron Kallus 2 Ingrid Road Setauket, NY 11733-2218 Tel: 631-458-1120	Age- 60	Chairman, CEO, Treasurer
Israel Hason 40 Serlin St., Holon 58298, Israel	Age - 44	Chief Marketing Officer Director
Niva Kallus, 7 Lafayett Ter., Chelmsford, MA 01824	Age - 25	Corporate Secretaries Director.

Officers & Directors:

Ron Kallus, Age 60 Chairman, CEO, Treasurer

Mr. Kallus was appointed as Chairman, CEO and Treasurer on January 18, 2006. Mr. Kallus is also president of NYN International LLC, since August 2004 and he is Chief Operations Officer for Digital Power Technologies, Inc., a private R&D company in Texas since July 2005. From June 2003 until July 2004, he was employed by NovoLink Communications, in Texas where he held the position of VP-Business development. From August 2002 to May 2003 Mr. Kallus was a self employed consultant in Berkeley CA. From January 2001 until July 2002 Mr. Kallus was employed by IPI Ltd. in Haifa, Israel where he held the position of General Manager In the prior period, Mr. Kallus worked at Intermetrics of Cambridge, Massachusetts for 10 years, where he acted as the head scientist in the field of industrial systems and was responsible for the development and sale of computerized management systems (PMS). He later established Eurometrics, in which he developed the first Personal Computer -based PMS system. Mr. Kallus sold the company and established IPI, a technological consultation and Research Company.

Educational Background:

Israel Institute of Technology, Haifa, Israel

B.Sc. Electrical Engineering, 1975

Massachusetts Institute of Technology, Cambridge, Mass., USA

Graduate work, Artificial Intelligence, 1977

North Eastern University, Boston, Mass., USA

Graduate work, Technical Management, 1981

Israel Hason Age 44 Chief Marketing Officer, Director

On January 18, 2006, Israel Hason was appointed Chief Marketing officer and Director. Mr. Hason has been General Manager and principal shareholder of Platin Ltd Israel since 1989 where he is responsible for overseeing three daughter companies Platin - Investment - owner of the Messer-Phone, and other registered trade marks. Platin - Marketing and Advertisement (1989) Ltd., operating a commercial advertisement office, and Style - Manages & Operates several customers clubs for major credit cards companies like AMX and Mastercard each has around 500,000 members. Mr. Hason brings expertise in business and marketing, with a strong emphasis on the Israeli markets for the VGTel products. Mr. Hason is a related party.

Mr. Hason's Educational Background:

Technicum, Givataim, Israel

B.Sc. Architecture 1983

Niva Kallus, Age 25 Corporate Secretary , Director.

On January 18, 2006 Niva Kallus was appointed as Corporate Secretary, and Director. Niva is the daughter of Ron Kallus. Niva has just completed her Pre-med Undergraduate studies (Psychology Major) at the University of Massachusetts, From Sep. 2002 to July 2003 Niva studied, to become a registered EMS at Oakland CA. From (August) 2001 to (August) 2002, Niva established a new Scout organization in Kiryat-Gat, Israel From (Sep.) 1996 - -(June) 2001 She attended Zevulun-Carmel High School, Kibbutz Yagur, Israel (Graduation June 2001.) Niva has no prior business experience.

Educational Background:

·	University of Massachusetts, Lowell, MA. 2008

·	First Aid, Emergency Medical Services Authority, CA (2002)

·	CPR, American Heart Association (2002)

·	EMT training program, Merritt College, Oakland, CA (2003)

·	CPR Instructor course, Chelmsford police Department (2004)

Item 11: Executive Compensation:

ANNUAL COMPENSATION						LONG TERM COMPENSATION
NAME	TITLE	YEAR	SALARY	BONUS	OTHER ANNUAL COMPENSATION	RESTRICTED OPTION STOCKS/ PAYOUTS AWARDED	SARS ($)	LTIP COMPENSATION	ALL OTHER COMPENSATION
Ron Kallus (1)	President CEO and Chairman Director	2009	$56,000 (4)	0	0	0 (1)	0	0	0
Israel Hason (2)	VP Director	2009	0	0	0	0	0	0	0
Niva Kallus (3)	Secretary Director	2009	0	0	0	0	0	0	0
Ron Kallus (1)	President CEO Chairman Director	2008	$56,000 (4)	0	0	0	0	0	0
Israel Hason (2)	VP Director	2008	0	0	0	0	0	0	0
Niva Kallus (3)	Secretary Director	2008	0	0	0	0	0	0	0

(1) Ron Kallus received 750,000 shares of our common stock pursuant to the acquisition agreement between Tribeka Tek, Inc. and NYN International LLC. Such shares were not for services rendered or to be rendered by Kallus. Additionally each of Mr. Kallus' sons, Yoav Kallus and Nathan Kallus respectively received 420,000 shares of stock pursuant to the acquisition agreement between Tribeka Tek, Inc. and NYN International LLC. Such shares were not for services rendered or to be rendered by Mr. Kallus or his sons. Neither Yoav Kallus nor Nathan Kallus are officers or directors of the Company.

(2) Israel Hason received 750,000 shares of our common stock pursuant to the acquisition agreement between Tribeka Tek, Inc. and NYN International LLC. Such shares were not for services rendered or to be rendered by Mr. Hason.

(3) Niva Kallus received 420,000 shares of our common stock pursuant to the acquisition agreement between Tribeka Tek, Inc. our predecessor firm and NYN International LLC. Such shares were not for services rendered or to be rendered by Niva Kallus. Niva Kallus is the daughter of Ron Kallus.

(4) The sums of $56,000 and $56,000 respectively were officers compensation and rent expenses incurred, but not paid out. These sums were credited to Additional Paid in Capital. ( See Financial Statements Note 9 and Note 10.)

Option/SAR Grants

We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any Director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or Directors since we were founded.

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or Directors or employees or consultants since we were founded.

Compensation of Directors

There are no arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are currently no employment or other contracts or arrangements with officers or Directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Transactions:

The following table sets forth information regarding the beneficial ownership of shares of the Company's Common Stock as of June 9, 2009 by

(1) all directors and executive officers of the Company, individually and collectively as a group

(2) all stockholders known to the Company to be beneficial owners of more than five percent (5%) of the outstanding Common Stock;

TITLE OR CLASS OF SECURITIES	NAME OF BENEFICIAL OWNER	AMOUNT OF BENEFICIAL OWNERSHIP BEFORE STOCK OFFERING (2)	AMOUNT OF BENEFICIAL OWNERSIP AFTER STOCK OFFERING	PERCENT OF CLASS BEFORE OFFERING	PERCENT OF CLASS AFTER STOCK OFFERING
Common	Ron Kallus	750,000 (1) (2)	750,000	15.625%%	15.625%
Common	Niva Kallus	420,000 (1) (2)	420,000	8.75%	8.75%
Common	Yoav Kallus	420,000 (1) (2)	420,000	8.75%	8.75%
Common	Nathan Kallus	420,000 (1) (2)	420,000	8.75%	8.75%
Common	Israel Hason	750,000 (1) (2)	750,000	15.625%	15.625%
Common	Hyman & Ethel Schwartz	542,510 (3)	542,510	11.30%	11.30%
Common	Ethel Schwartz	0	674,000(3)
Common	The Hyett Group, Ltd.	0	960,000(4)
Common	National Theological Center	251,878 (2)	251,878	5.2 %	5.2%
Common	Yeshiva Tov Vechesed	251,878 (2)	251,878	5.2%	5.2%
Common	Brain & Power Ltd.	400,000 (2)	400,000	8.33%	8.33%
Directors & Officers as a Group		2,760,000	2,760,000	57.5%	57.5%

(1) (2) Niva Kallus is the daughter of Ron Kallus.

(1) (2) Yoav Kallus is the son of Ron Kallus.

(1) (2) Nathan Kallus is the son of Ron Kallsu

(3) Hyman & Ethel Schwartz owned 542,510 shares since 2002. On May 27, 2008 the Company sold shares 960,000 to The Hyett Group Ltd. for a total value of $24,0000. Hyman is the president and principal officer of The Hyett Group, Ltd. On May 27, 2008 the company issued 674,000 shares to Ethel Schwartz for accounting and edgarizing services rendered.

Israel Hason is the Chief Marketing Officer. He is also a managing partner and principal of Platin Ltd. Israel. Platin Ltd. is a telemarketing company that is currently the only customer of VGTel Inc. Mr. Hason has agreed to recuse himself from any corporate decision relating to Platin Ltd business relationship with VGTel, Inc.

Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of Common Stock that an individual or entity has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or entity, but are not deemed to be outstanding for the purposes of computing the percentage ownership of another person or entity shown in the table.

None of the principals have outstanding options or warrants or other securities convertible into the Common Stock of the Company.

Item 13: Certain Relationships and Related Transactions

Niva Kallus is the corporate secretary and the daughter of Ron Kallus, the CEO of the Company.

Israel Hason is the Chief Marketing Officer of our Company and a Director. Mr. Hason is also the managing partner and principal shareholder of Platin Ltd. Israel. Platin Ltd. is a telemarketing company that is our only customer to date. In March 2006 Platin Ltd. placed an order for our telemarketing services for the election in Israel which was scheduled for March 28, 2006. Platin has been using our System ever since for both political campaigns and for commercial telemarketing services they provide to a variety of their clients. We charge Platin a monthly per line cost of $3.0 plus a usage fee of $0.012 per message while the GMG system is in the testing phase. We generated an aggregate of $67,443 since inception from Platin of which $25,896 was generated during the fiscal year ended March 31, 2009. Platin pays a monthly fee for the lines and a per call fee for each successful call placed. Platin is a related party. Israel Hason is the Chief Marketing Officer of our Company and a Director. Mr. Hason is also the managing partner and principal shareholder of Platin Ltd. Israel. Mr. Hason has agreed to recuse himself from any corporate decision relating to Platin Ltd business relationship with VGTel, Inc.

Ron Kallus, the Company Chief Executive Officer and Principal shareholder provided a credit facility to the Company up to a maximum of $20,000 which may be drawn down anytime from March 1, 2006 until May 18, 2007. This unsecured facility is payable May 18, 2007 and bears an interest rate of prime plus one (1) calculated on an annual basis payable annually in arrears with first payment due March 1, 2007 and second payment due May 18, 2007, unless extended by mutual consent of the parties. On July 18, 2006, Mr. Kallus executed an amendment to the March 1, 2006 credit facility increasing the total amount of the credit facility from $20,000 to $50,000 and extending payable date from May 18, 2007 to December 31, 2007 with the first interest payment due July 1, 2007 and second payment due December 31, 2007. During the period ending March 31, 2007, Mr. Kallus advanced $12,100 compared to $4,223 in the corresponding period ending March 31, 2006 for an aggregate of $16,323 from inception. No funds were advanced by Mr. Kallus during the period ending March 31, 2008 and $15,000 were advanced during the period ending March 31, 2009. The aggregate of the loan advanced by Mr. Kallus is $31,323. The Officer has forgiven his right to the interest for the March 31, 2006 loan thus no interest has been charged or accrued.

On March 1, 2006, Ron Kallus, the Company Chief Executive Officer and Principal shareholder provided a credit facility to the Company up to a maximum of $20,000 which may be drawn down anytime from March 1, 2006 until May 18, 2007. This unsecured loan is payable May 18, 2007 and bears an interest rate of prime plus one (1) calculated on an annual basis payable annually in arrears with first payment due March 1, 2007 and second payment due May 18, 2007, unless extended by mutual consent of the parties.

Yoav Kallus, the son of Ron Kallus provided Research & Develpment services for the Company aggregating $6,250 which expense is part of accrued expenses. Yoav Kallus has agreed to waive payment of his outstanding fees until the company has sufficient financial resources available.

NYN International LLC provides hosting and internet services to the Company and bills the Company for $2160 for each quarter. Ron Kallus is the principal of NYN International LLC. The Accounts Payable includes the sum of $6,480 owed for hosting and internet services provided by NYN International LLC.

On May 28, 2008 the Registrant issued 674,000 shares for services rendered valued at $16,850 to Ethel Schwartz for edgarizing and accounting services in lieu of cash. The shares issued are restricted shares and are subject to Rule 144. On May 28, 2008 the Registrant sold in a private placement transaction an aggregate $24,000 of Series A Units of its securities, at a price of $.025 per unit. The shares were sold to Hyett Group Ltd. Ethel is a VP of Hyett Group Ltd.

Except as provided herein, the Company has not entered into any transactions with a related party. Management does not know of any other transaction it will be entering into with related parties.

The Company has had no transactions with any promoter or promoters since its inception. Nothing of value, including money, property, contracts, options or rights of any kind has been received or will be received by a promoter, director or indirectly from the Company which is not disclosed.

Item 14: Principal Accountant Fees & Services:

(a) Audit Fees. During the years ended March 31, 2009 fees billed by the Company's auditors, Kempisty & Company CPA for services rendered for the audit of our annual financial statements and estimated fees for the audit of our financial statements was $5,000.

During the years ended March 31, 2008 fees billed by the Company's prior auditor, N. Blumenfrucht CPA for services rendered for the audit of our annual financial statements for fiscal period ending March 31, 2009 and for the review of the financial statements for quarters ending June 30, 2008 September 30, 2008 and December 31, 2008 amounted to $5,500.

(b) Audit-Related Fees. During years ended April 30, 2009 and 2008, our auditors did not receive any fees for any audit-related services other than as set forth in paragraph (a) above.

PART IV

Item 15: Exhibits

(a) Exhibits on Form 8K

On May 28, 2008 we filed an 8K Form disclosing the following:

Item 3.02 Unregistered Sales of Equity Securities

On May 28, 2008 the Registrant sold in a private placement transaction an aggregate $24,000 of Series A Units of its securities, at a price of $.025 per unit. Each Series A unit consists of One share of the Company's Common stock, One Series A Warrant, One Series B Warrant, One Series C Warrant and One Series D Warrant. Each of the four series of warrants entitles the holder to purchase one share of the Company's Common Stock at an exercise price of $0.25 per Share. The private placement was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, inasmuch as the securities were sold to accredited investors only. The shares will bear a 144 Restrictive legend. The Company has not offered Registration Rights to the subscriber.

On May 28, 2008 the Registrant issued 674,000 shares for services rendered valued at $16,850 in lieu of cash. The shares issued are restricted shares and are subject to Rule 144.

On May 15, 2009 we filed an 8K Form disclosing the following:

(a) Dismissal of Previous Independent Registered Public Accounting Firm.

The Company’s Board of Directors participated in and approved the decision to change our independent registered public accounting firm.

(b) Engagement of New Independent Registered Public Accounting Firm.

Exhibits (b) Filed with this Form 10K

Exhibit 23-1 Consent of N. Blumenfrucht CPA PC

Exhibit 31-1

Exhibit 32-1

VGTEL, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX

	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F2 -F 3

BALANCE SHEETS	F4

STATEMENTS OF OPERATIONS	F5

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)	F6

STATEMENTS OF CASH FLOWS	F7

NOTES TO FINANCIAL STATEMENTS	F8 - 17

F-1

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

VGTel, Inc.

(A development stage company)

We have audited the accompanying balance sheet of VGTel, Inc. (a development stage company) as of March 31, 2009 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year then ended and for the period July 27, 2004 (inception) through March 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The cumulative statements of operations, cash flows, and changes in stockholders' deficit for the period July 27, 2004 (inception) through March 31, 2008, which were audited by another auditor whose report have been furnished to us, and our opinion, insofar as it relates to the amounts included for the period July 27, 2004 (inception) through March 31, 2008 is based solely on the reports of the other auditor.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VGTel, Inc. (a development stage company) as of March 31, 2009 and the results of its operations and cash flows for the year then ended and for the period July 24, 2004 (inception) through March 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no established source of revenue and has incurred an accumulated loss of $341,802 since inception. This raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/Kempisty & Company

Certified Public Accountants PC

New York, New York

June 2, 2009

F-2

N. Blumenfrucht CPA PC

1040 East 22nd Street

Brooklyn New York 11210

Tel.- 718-692-2743

Fax -718-692-2203

The Board of Directors and Stockholders

VGTel Inc.

We have audited the accompanying balance sheet of VGTel Inc. (formerly NYN Inc.) as of March 31, 2008, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the year ended March 31, 2008 and for the periods July 27, 2004 (inception) through March 31, 2008 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Oversight Board (United States) Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VGTel Inc. as of March 31, 2008 and the related statements of operations and cash flows for the years ended March 31, 2008 and for the period July 27, 2004 (inception) through March 31, 2008 in conformity with accounting principles generally accepted in the United States.

As disclosed in Note 2, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is a development stage company and has had losses since inception, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ N. Blumenfrucht CPA PC

Brooklyn New York

June 26, 2008

F-3

VGTel, Inc.

(A Development Stage Company)

Balance Sheets

		March 31,
ASSETS		2009		2008


CURRENT ASSETS
Cash and cash equivalents	$	3,063	$	5,126
Accounts receivable		900		1,232

Total Current Assets		3,963		6,358

Intellectual property,net (Note 4)		10,150		15,950

Total Assets	$	14,113	$	22,308

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	500	$	14,967
Due to shareholders/others (Note 8)		12,730		19,060
Due to shareholder/officer (Note 7		31,323		16,323

Total Current Liabilities		44,553		50,350

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value,
authorized 10,000,000 shares; none issued		-		-
Common stock, $.0001 par value,
authorized 200,000,000 shares; issued and
outstanding 6,433,900 and 4,800,000, respectively		643		480
Additional paid in capital		310,719		213,020
Accumulated deficit		(341,802)		(241,542)

Total Stockholders' Deficit		(30,440)		(28,042)

Total Liabilities and Stockholders' Deficit	$	14,113	$	22,308

The accompanying notes are an integral part of these financial statements

F-4

VGTel, Inc.

(A Development Stage Company)

Statements of Operations

						For the
						Period
						July 27, 2004
						(inception)
		For the Year Ended				through
		March 31,				March 31,
		2009		2008		2009

REVENUES	$	25,896	$	15,840	$	67,443

OPERATING EXPENSES
General and administrative		30,434		29,061		101,059
Research & Development Expense		16,060		10,500		87,560
Officers' compensation and rent		56,000		56,000		183,000
Depreciation and amortization Expense		5,800		5,800		19,085
Professional services - consulting		16,850		-		16,850

Total operating expenses		125,144		101,361		407,554

Interest expense		1,012		-		1,012

NET LOSS FROM CONTINUING OPERATIONS		(100,260)		(85,521)		(341,123)

DISCONTINUED OPERATIONS
Loss from discontinued operations		-		-		(679)

NET LOSS	$	(100,260)	$	(85,521)	$	(341,802)

INCOME (LOSS) PER COMMON SHARE-
Basic and diluted	$	(0.02)	$	(0.02)

Weighted average number of shares outstanding		6,279,833		4,800,000

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

F-5

VGTel, Inc.

(A Development Stage Company)

Statements of Changes in Stockholder’s Equity (Deficit)

For the period July 27, 2004 (Inception) to March 31, 2009

	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit		Total

Balances, July 27, 2004	-	$	-	$	-	$	-	$	-

Intellectual property contributed by officers	-		-		66,500		-		66,500

Issuance of shares to incorporators and others	4,000,000		400		(400)		-		-

Units sold February 2006	400,000		40		9,960		-		10,000

Officers' compensation charged	-		-		15,000		-		15,000

Net loss	-		-		-		(56,426)		(56,426)

Balances, March 31, 2006	4,400,000		440		91,060		(56,426)		35,074

Issuance of shares for services rendered May 2006	400,000		40		9,960		-		10,000

Officers' compensation and rent charged	-		-		56,000		-		56,000

Net loss	-		-		-		(99,595)		(99,595)

Balances, March 31, 2007	4,800,000		480		157,020		(156,021)		1,479

Officers' compensation and rent charged March 31, 2008	-		-		56,000		-		56,000

Net loss	-		-		-		(85,521)		(85,521)

Balances March 31, 2008	4,800,000		480		213,020		(241,542)		(28,042)

Officers' compensation and rent charged March 31, 2009	-		-		56,000		-		56,000

Units sold May 2008	960,000		96		23,904		-		24,000

Issuance of shares for services rendered May 2008	674,000		67		16,783		-		16,850

Imputed interest for due to Ron Kallus	-		-		1,012		-		1,012

Net loss	-		-		-		(100,260)		(100,260)

Balances March 31, 2009	6,433,900	$	643	$	310,719	$	(341,802)	$	(30,440)

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

F-6

VGTel, Inc.

(A Development Stage Company)

Statements of Cash Flows

						For the
						Period
						July 27, 2004
						(inception)
		For the Year Ended				through
		March 31,				March 31,
		2009		2008		2009

Cash flows from operating activities
Net Loss	$	(100,260)	$	(85,521)	$	(341,802)
Adjustments to reconcile net loss to net
cash used by operating activities:
Officer's compensation and rent		56,000		56,000		183,000
Intellectual property write down		-		-		66,500
Depreciation and amortization		5,800		5,800		18,850
Imputed interest for due to Ron Kallus		1,012		-		1,012
Issuance for common stock for services rendered		16,850		-		26,850
Changes in assets and liabilities:
Accounts receivable		332		2,272		(900)
Accounts payable		(14,467)		-		500
Due to related shareholders		(6,330)		19,395		12,730
Net cash used by operating activities		(41,063)		(2,054)		(33,260)

Cash flows from investing activities
Purchase of intellectual properties		-		-		(29,000)
Net cash used by investing activities		-		-		(29,000)

Cash flows from financing activities
Sale of units		24,000		-		34,000
Officer loans		15,000		-		31,323
Net cash provided by financing activities		39,000		-		65,323

Net increase (decrease ) in cash		(2,063)		(2,054)		3,063

Cash and cash equivalents, beginning of period		5,126		7,180		-

Cash and cash equivalents, end of period	$	3,063	$	5,126	$	3,063

Supplemental disclosures:

Noncash investing and financing activities:
Issuance of common stock in exchange for intellectual property	$	-	$	-	$	66,500
Officer's compensation and rent credited to additional paid in capital	$	56,000	$	56,000	$	183,000
Issuance of common stock for services rendered	$	16,850	$	-	$	26,850

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

F-7

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

VGTel Inc. (formerly known as Tribeka-Tek Inc.) (The “Company) was organized on February 5, 2002 in the State of New York. Tribeka-Tek Inc. was engaged in the business of providing Edgarizing services for publicly traded companies filing through the Edgar system. On January 18, 2006 the Company purchased from NYN International LLC its intellectual property assets pertaining to the GMG System, a telemarketing campaing product. Tribeka Tek, Inc. was a minimally operating corporation with nominal assets. Pursuant to the terms of the Acquisition Agreement, the Company issued to NYN shareholders and designees 2,760,000 newly issued shares of VGTel Inc. (formerly Tribeka Tek, Inc). At the time of the acquisition, the 2,760,000 shares represented approximately 70% of the outstanding shares of the Company, which resulted in the stockholders of NYN obtaining control of the Company.

The merger has been accounted for as a reverse acquisition using the purchase method of accounting. NYN International, Inc. has been treated as the acquiring company for accounting purposes under Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations. As a result of the reverse acquisition, the statements of operations presented herein include the results of NYN International for the years ended March 31, 2006-2008, and include the results of Tribeka Tek for the period from date of acquisition (January 18, 2006 ) to March 31, 2006. Although NYN International was formed in July of 2004 there was no activity prior to April 2005, thus the results for the fiscal periods reflect results from inception.

Because NYN International LLC is treated as the acquirer for accounting purposes, the equity accounts are adjusted for the share exchange and carried forward. Prior accumulated deficits of NYN International LLC are adjusted to additional paid in capital therefore carrying forward the accumulated deficit or earnings of NYN International LLC. As these are the first periods with activity there was no beginning accumulated deficit or earnings, and ending retained deficit reflects the retained deficit for the current period.

The common stock per share information in the consolidated financial statements and related notes have been retroactively adjusted to give effect to the reverse acquisition on January 18, 2006 for all periods presented.

On January 18, 2006 the Company changed its name to VGTel Inc. As of the periods stated the Company had generated minimal revenues and is considered a development stage company. As of February 2006 the Company has ceased its Edgarizing operations and is concentrating its efforts in the development of its intellectual properties. As a result of the acquistion of the GMG System, the company is now operating in the telemarketing sector of the telecommunications industry.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by equity financing. It has sustained loss of $341,802 from inception July 27, 2004 to March 31, 2009. Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Fiscal Year

The Company has chosen March 31, as its fiscal year end.

F-8

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

For the purpose of the statements of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Property and Equipment

Depreciation and amortization are recognized principally on the straight line method in amounts adequate to amortize costs over the estimated useful lives of the respective assets. The estimated useful life of equipment is five years.

Stock Based Compensation

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods.

On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123R. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123. Effective January 1, 2006, the Company has fully adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes;” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive securities.

F-9

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and Cost Recognition

The Company has generated no revenues to date. The Company plans to recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and SAB No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectibles is reasonably assured. The Company will recognize revenues from the sale of its tutorial CD’s and for its tutorial course memberships after the sale has been made, payment has been received and the CD or access to the learning infrastructure has been delivered to the buyer.

Intellectual Properties

The Company developed the intellectual properties known as Group Messaging Gateway. As of December 31, 2007 total costs associated with the development of the GMG System was $95,500. It has been determined that of this amount $29,000 had been incurred after technological feasibility has been reached. All costs prior to technological feasibility have been expensed. All post development costs have been expensed in the periods incurred. The asset valued at $29,000 is being amortized over a sixty-month period.

The costs, which were incurred by the Company in the development of the program, were segregated between pre technological feasibility costs and post technological feasibility costs. It is estimated that the useful life of this asset should approximate five years. Under FASB No. 86, once technological feasibility has been established, all software production costs are capitalized and reported at the lower of unamortized cost or net realizable value. When the product is available for general use amortization begins and all further maintenance costs are expensed.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. The Company did not record any impairment charges during the years ended March 31, 2009 and 2008.

Recently Adopted Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2"). FSP 157-1 amends SFAS 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company adopted SFAS 157 effective April 1st, 2008 for all financial assets and liabilities as required. The adoption of SFAS 157 was not material to the Company's financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115,” (“SFAS 159”) which is effective for fiscal years beginning after November 15, 2007. SFAS 159 is an elective standard which permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company has not elected the fair value option for any assets or liabilities under SFAS 159.

F-10

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Pronouncements

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We have not yet determined the impact of the adoption of SFAS No. 160 on our financial statements and footnote disclosures.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS No. 141(R)) as amended by FASB staff position FSP 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” SFAS No. 141(R) generally requires an entity to recognize the assets acquired, liabilities assumed, contingencies, and contingent consideration at their fair value on the acquisition date. In circumstances where the acquisition-date fair value for a contingency cannot be determined during the measurement period and it is concluded that it is probable that an asset or liability exists as of the acquisition date and the amount can be reasonably estimated, a contingency is recognized as of the acquisition date based on the estimated amount. It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally is expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. In addition, acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life. SFAS 141(R) is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). This statement requires companies to provide enhanced disclosures about (a) how and why they use derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 161 on its financial statements.

In April 2008, the FASB issued Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”). FSP FAS 142-3 applies to intangible assets that are acquired individually or with a group of assets and intangible assets acquired in both business combinations and asset acquisitions. It removes a provision under FAS No. 142, requiring an entity to consider whether a contractual renewal or extension clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset. Instead, FSP FAS 142-3 requires that an entity consider its own experience in renewing similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective for year ends beginning after December 15, 2008 with early adoption prohibited. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". The adoption of this statement is not expected to have a material effect on the Company's financial statements.

F-11

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Pronouncements (continued)

In May 2008, FASB issued FASB Staff Position ("FSP") APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, "Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4 provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability has significantly decreased. FSP 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. In addition, FSP 157-4 requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP 115-2/124-2 amends the requirements for the recognition and measurement of other-than-temporary impairments for debt securities by modifying the pre-existing “intent and ability” indicator. Under FSP 115-2/124-2, another-than-temporary impairment is triggered when there is intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the presentation of another-than-temporary impairment in the income statement for those impairments involving credit losses. The credit loss component will be recognized in earnings and the remainder of the impairment will be recorded in other comprehensive income. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1 requires interim disclosures regarding the fair values of financial instruments that are within the scope of FAS 107, “Disclosures about the Fair Value of Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires disclosure of the methods and significant assumptions used to estimate the fair value of financial instruments on an interim basis as well as changes of the methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does not change the accounting treatment for these financial instruments. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

F-12

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 4 – INTANGIBLE ASSETS

Intangible asset consists of the following:

		March 31,
		2009		2008
GMG System	$	29,000	$	29,000
Less: Accumulated amortization		(18,850)		(13,050)
Total	$	10,150	$	15,950

Intangible assets consist of GMG System which are recorded at cost during the development stage and amortized over a straight-line basis. The amortization expense for the years ended March 31, 2009 and 2008.

NOTE 5 – OFFICERS’ COMPENSATION

The officer has taken no actual compensation since inception. For financial statement purposes on the Statement of Operations officer's compensation has been charged in the amount of $50,000 in the current fiscal period ending March 31, 2009 and for the fiscal year ending March 31, 2008. Additional Paid in Capital has been credited for the corresponding amount in each of the years, respectively.

NOTE 6 – ACCOUNTS PAYABLE

Accounts payable includes professional fees payable and monies due to vendors.

NOTE 7 – DUE TO SHAREHOLDER/OFFICER

Various funds had been advanced by the CEO, Mr. Ron Kallus to the company. As of March 31, 2009 Mr. Kallus has advanced an aggregate of $31,323. The Officer has forgiven his right to the interest for the March 31, 2006 loan thus no interest has been charged or accrued. The Addendum to the loan agreement extended the loan until December 2008. Notwithstanding, as of May 12, 2009, Mr. Kallus has not demanded the funds to be returned to him.

NOTE 8 – DUE TO SHAREHOLDERS/OTHERS

Yoav Kallus, the son of Ron Kallus, the Company CEO, provided Research & Development services to the Company for $6,250 during the period ended March 31, 2006. As of March 31, 2009, no payment has been made to Yoav Kallus, consequently said amount is being accrued.

NYN International provides hosting and internet services to the Company. Ron Kallus, the CEO of the Company is also the president of NYN International LLC. As of March 31, 2009, NYN International LLC is owed $6,480.

NOTE 9 – ACCOUNTING FOR WARRANTS AND DERIVATIVE INSTRUMENTS

Emerging Issues Task Force issue EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock,” (“EITF No. 00-19”) requires freestanding contracts that are settled in a company's own stock to be designated as an equity instrument, asset or a liability. In accordance with EITF No. 00-19, the Company determined that the warrants issued in connection with the Common Shares sold to its shareholders should not be classified as a derivative liability due to the fact that the Registration Rights Agreement specifically states that in the event the SEC fails to declare the registration statement effective, the Company has no liability to the warrant holders and has no obligation to pay any penalties. Furthermore, the Company evaluated the Class A and Class B Warrants and Class C Warrants to determine if the embedded conversion options were derivatives pursuant to SFAS 133 and related interpretations including EITF 00-19. At the time the Warrants were issued, the Company determined that the embedded conversion options are not derivatives because the company was not a publicly traded and the underlying shares are not easily convertible to cash. The company therefore determined that the warrants have no intrinsic value.

F-13

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 10 – COMMITMENTS AND CONTINGENCIES

The Company is occupying the premises of its President rent free. For financial statement purposes the Statement of Operations -rent has been charged for $6,000 for the annual periods ended March 31, 2009 and 2008, respectively. Additional paid in capital has been credited for the corresponding amount.

The company signed various contracts to build a Global Messaging Gateway (GMG) and for hosting its servers. This is a web-hosted application, which provides message-broadcasting facility, for business to business, personal, telemarketing, alerting and many more applications.

The company has an obligation to repay the loan to Mr. Kallus pursuant to the Officer's loan agreement. As of March 31, 2009 Mr. Kallus advanced an aggregate of $31,323. The Officer has forgiven his right to the interest for the March 31, 2006 loan thus no interest has been charged or accrued. The Addendum to the loan agreement extended the loan until December 2008. Notwithstanding, as of May 12, 2009, Mr. Kallus has not demanded the funds to be returned to him.

NYN International LLC provides hosting and internet services to the Company and bills the Company for $2,160 for each quarter. Ron Kallus is the principal of NYN International LLC. The due to related shareholders includes the sum of $6,480 owed for hosting and internet services provided by NYN International LLC.

In addition the Company is providing its services to a telemarketing company in Israel that is distributing the services to telemarketing clients in Israel. The services are being provided to Platin, which is a related party to the Company.

Legal Proceedings

There are no material legal proceedings to which the Company is a party to or which any of their property is subject.

NOTE 11 – STOCKHOLDERS' DEFICIT

NYN International, LLC (the accounting acquiror) was organized as a Limited Liability Company in the State of Texas. No shares were issued to its founders.

Tribeka Tek, Inc, (the legal acquiror) was organized in the State of New York on February 5, 2002. Tribeka Tek, Inc. authorized 1500 common shares par value $1.00. In February 2002 Tribeka Tek, Inc. issued 1500 common shares par value $1.00. to its founders. On June 29, 2005 Tribeka Tek board of directors voted to increase the common Shares authorized from 1500 to 200,000,000 and decrease the par value from $1.00 to $0.0001. On January 18, 2006 the Company authorized a forward split of 826.67 for each share outstanding, bringing the total issued and outstanding shares from 1,500 to 1,240,000. On January 18, 2006 the Company issued 2,760,000 restricted common shares par value $0.0001 per share to shareholders of NYN International LLC in exchange for the rights to its intellectual properties, bringing the total shares issued and outstanding to 4,000,000.

F-14

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 11 – STOCKHOLDERS' DEFICIT (continued)

In February 2006 the Company offered 800,000 Series A Units at $.025 per Unit to accredited and non-accredited investors in a private placement offering pursuant to Regulation D 506. Each Series A Units consists of (i) 1 share of the Company's common stock, $.0001 par value ("Common Stock") and (ii) 1 Series A (iii) 1 Series B (iv) 1 Series C (v) and 1 Series D Common Stock Purchase Warrants ("Warrant Series ]") to purchase shares of the Company's Common Stock, $.0001 par value. Each Series A, B, C, D Warrants are exercisable at $0.25 cents per Warrant. Each Warrant entitles the holder upon exercise, to receive one share of common stock underlying each Warrant. Warrants are exercisable at intervals as follows:

(ii) 1 Series A warrants exercisable at the "Initial Exercise Date" beginning 90 days following effectiveness of Registration Statement and expiring on the 2nd anniversary from the effective date.

(iii) 1 Series B warrants exercisable at the "Initial Exercise Date" beginning 120 days following effectiveness of Registration Statement and expiring on the 2nd anniversary from the effective date.

(iv) 1 Series C warrants exercisable at the "Initial Exercise Date" beginning 150 days following effectiveness of Registration Statement and expiring on the 2nd anniversary from the effective date.

(v) 1 Series D warrants exercisable at the "Initial Exercise Date" beginning 180 days following effectiveness of Registration Statement and expiring on 2nd anniversary from the effective date.

In February and March 2006, 400,000 units consisting of 400,000 shares of common stock and four series of common stock purchase warrants were sold for total consideration of $10,000.

In May of 2006, 400,000 shares of common stock and four series of common stock purchase warrants were issued for research & development services rendered.

Additional paid in capital has been credited $56,000 and $15,000 in the periods ended March 31, 2008 and 2007 respectively for officer's compensation and rent.

On May 28, 2008 the Registrant sold in a private placement transaction an aggregate $24,000 of Series A Units of its securities, at a price of $.025 per unit. Each Series A unit consists of One share of the Company's Common stock, One Series A Warrant, One Series B Warrant, One Series C Warrant and One Series D Warrant. Each of the four series of warrants entitles the holder to purchase one share of the Company's Common Stock at an exercise price of $0.25 per Share. The private placement was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated there under, inasmuch as the securities were sold to accredited investors only. The shares will bear a 144 Restrictive legend. The Company has not offered Registration Rights to the subscriber.

On May 28, 2008 the Registrant issued 674,000 shares for services rendered valued at $16,850 in lieu of cash. The shares issued are restricted shares and are subject to Rule 144.

Additional paid in capital has been credited $56,000 in each of the periods ended March 31, 2009 and 2008 respectively for officer's compensation and rent.

Additional paid in capital has been credited $1,012 in the year ended March 31, 2009 for imputed interest for a loan from Ron Kallus.

No preferred shares have been issued. It is within the discretion of the Board of Directors to determine the preferences of the preferred stock. The Company has not yet determined the preferences of the preferred stock

F-15

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 12 – RELATED PARTY TRANSACTIONS

Niva Kallus is the corporate secretary and the daughter of Ron Kallus, the CEO of the Company.

Platin Ltd. is a telemarketing company that is our only customer to date. Platin Ltd., is a related party. Israel Hason is the Chief Marketing Officer of our Company and a Director. Mr. Hason is also the managing partner and principal shareholder of Platin Ltd. Israel. Mr. Hason has agreed to recuse himself from any corporate decision relating to Platin Ltd business relationship with VGTel, Inc.

On July 18, 2006, Mr. Kallus executed an amendment to the March 1, 2006 credit facility increasing the total amount of the credit facility from $20,000 to $50,000 and extending payable date from May 18, 2007 to December 31, 2007 with the first interest payment due July 1, 2007 and second payment due December 31, 2007. On May 22, 2007 in a second addendum to the Loan Agreement Mr. Kallus waived all interest payments for loan facility, retroactively from the March 1, 2006 and declaring the loan facility as interest free. The Officer had previously forgiven his right to the interest for the March 31, 2006 loan thus no interest has been charged or accrued.

Due to the increase in the credit facility, for the year ended March 31, 2009, the Company has imputed interest using an interest rate of prime plus 1% for a total of $1,012 which was charged to interest expense and credited to additional paid in capital.

Ethel Schwartz former President and Ron Kallus current CEO are both officers and directors of a private R&D company, Digital Power Technologies, Inc. There are no business relationships or synergies between Digital Power Technologies and VGTel Inc. Both of these entities operate in different industries and sectors that have no relationship with each other. There is no plan for the companies to have relationships in the future. On May 28, 2008 the Registrant issued 674,000 shares for services rendered valued at $16,850 to Ethel Schwartz for edgarizing and accounting services in lieu of cash. The shares issued are restricted shares and are subject to Rule 144. On May 28, 2008 the Registrant sold in a private placement transaction an aggregate $24,000 of Series A Units of its securities, at a price of $.025 per unit. The shares were sold to Hyett Group Ltd. Ethel is a VP of Hyett Group Ltd.

Except as provided herein, the Company has not entered into any transactions with a related party. Management does not know of any other transaction it will be entering into with related parties.

F-16

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2009

NOTE 13 – INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $75,196 which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $341,802. The total valuation allowance is a comparable $75,196. Details for the last four years follow:

	Fiscal Year Ended March 31,
	2009			2008			2007			2006
Deferred tax	$	22,057		$	18,815		$	21,911		$	12,414
Valuation allowance		(22,057	)		(18,815	)		(21,911	)		(12,414	)
Current tax payable		-			-			-			-
Income tax expense		-			-			-			-

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year		Amount	Expiration

2006	$	56,426	2026
2007		99,595	2027
2008		85,521	2028
2009		100,260	2029

Total NOL	$	341,802

The Company filed tax returns for the years from 2004 - 2008.

NOTE 14 – SUBSEQUENT EVENTS

On April 27, 2009 the Company filed an 8K Report Item 4.01 which stated:

On April 27, 2009, N. Blumenfrucht CPA PC "NBCP" resigned as our independent registered public accounting firm. The Board of Directors (the “Board”) of VGTel, Inc. (the “Company”) approved such resignation on April 27, 2009.

F-17

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

VGTel Inc.
Registrant

VGTel, Inc.,

Ron Kallus		VGTel, Inc.
President and Principal Executive Officer

Date: June 12, 2009	By:	/s/ Ron Kallus

		Title: President and Principal Executive Officer

Ron Kallus		VGTel, Inc.
Principal Accounting Officer

Date: June 12, 2009	By:	/s/ Ron Kallus

		Title, Principal Accounting Officer