Edgar Filing: VGTel, Inc.

form10q.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10Q/A

FOR THE QUARTERLY PERIOD ENDED JUN3 30, 2009 (Mark One)


þ		QUARTERLY REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009 OR


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

For the transition period from to

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

(Name of Small Business Issuer in its Charter)

VGTel, Inc.

Ron Kallus, CEO

2 Ingrid Road

Setauket, NY 11733-2218

Tel: 631-458-1120

Address, including zip code, and telephone number, including area code, of registrant's principal executive office)

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

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

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	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 ¨

Transitional Small Business Disclosure Format (check one): Yes ¨ No x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of July 20, 2009, 6,434,000 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (check one): Yes No x

VGTEL, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JUNE 30, 2009

(unaudited)

TABLE OF CONTENTS

		PART I FINANCIAL INFORMATION
Item	1	Financial Statements	2
		Balance Sheets	2
		Statements of Operations	3
		Statements of Changes in Stockholder’s Equity (Deficit)	4
		Statement of Cash Flows	5
		Notes to Financial Statements	6
Item	2	Management Discussion & Analysis	14
Item	3	Financial Controls & Procedures	16

		PART II OTHER INFORMATION
Item	1	Legal Proceedings	17
Item	2	Changes in Securities	17
Item	3	Default Upon Senior Securities	17
Item	4	Submission of Matters to a Vote of Securities Holders	17
Item	5	Other Information	17
Item	6	Exhibits And Reports on Form 8K	17

Item: 1. Financial Statements

PART 1

FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

The financial statements of VGTel, Inc. (the “Company”, "we", "our", "us"), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company’s Form 10-K for the period ended March 31, 2009.

VGTel, Inc.

(A Development Stage Company)

Balance Sheets

		June 30,		March 31,
ASSETS		2009		2009
		(unaudited)

CURRENT ASSETS
Cash and cash equivalents	$	433	$	3,063
Accounts receivable		1,000		900

Total Current Assets		1,433		3,963

Intellectual property, net (Note 4)		8,700		10,150

Total Assets	$	10,133	$	14,113

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	3,371	$	500
Due to shareholders/others (Note 8)		12,730		12,730
Due to shareholder/officer (Note 7)		31,323		31,323

Total Current Liabilities		47,424		44,553

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 6,433,900, respectively		643		643
Additional paid in capital		325,047		310,719
Accumulated deficit		(362,981)		(341,802)

Total Stockholders' Deficit		(37,291)		(30,440)

Total Liabilities and Stockholders' Deficit	$	10,133	$	14,113

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

VGTel, Inc.

(A Development Stage Company)

Statements of Operations

(unaudited)

						For the
						Period
						July 27, 2004
						(inception)
		For the Three Months Ended				through
		June 30,				June 30,
		2009		2008		2009

REVENUES	$	3,100	$	3,713	$	70,543

OPERATING EXPENSES
General and administrative		5,071		17,290		106,130
Research and development		3,430		-		90,990
Officers' compensation and Rent		14,000		14,000		197,000
Depreciation and amortization		1,450		1,450		20,535
Professional Services- Consulting		-		16,850		16,850

Total operating expenses		23,951		49,590		431,505

Interest expense		328		-		1,340

NET LOSS FROM CONTINUING OPERATIONS		(21,179)		(45,877)		(362,302)

DISCONTINUED OPERATIONS
Loss from discontinued operations		-		-		(679)

NET LOSS	$	(21,179)	$	(45,877)	$	(362,981)

LOSS PER COMMON SHARE-
Basic and Diluted	$	(0.00)	$	(0.01)

Weighted average number of shares outstanding		6,434,000		4,800,000

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

VGTel, Inc.

(A Development Stage Company)

Statements of Changes in Stockholder’s Equity (Deficit)

For the period July 27, 2004 (Inception) to June 30, 2009 (unaudited)

	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 & 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 & 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 & 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 Shareholder/Officer	-		-		1,012		-		1,012

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

Balances, March 31, 2009	6,434,000		643		310,719		(341,802)		(30,440)

Officers' compensation & rent charged June 30, 2009	-		-		14,000		-		14,000

Imputed interest for due to Shareholder/Officer	-		-		328		-		328

Net loss	-		-		-		(21,179)		(21,179)

Balances, June 30, 2009	6,434,000	$	643	$	325,047	$	(362,981)	$	(37,291)

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

VGTel, Inc.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

						For the
						Period
						July 27, 2004
		For the Three				(inception)
		Months Ended				through
		June 30,				March 31,
		2009		2008		2009

Cash flows from operating activities
Net Loss	$	(21,179)	$	(45,877)	$	(362,981)
Adjustments to reconcile net loss to net
cash used by operating activities:
Officer's compensation and rent		14,000		14,000		197,000
Intellectual property write down		-		-		66,500
Depreciation and amortization		1,450		1,450		20,300
Imputed interest for due to Ron Kallus		328		-		1,340
Issuance for common stock for services rendered		-		16,850		26,850
Changes in assets and liabilities:
Accounts receivable		(100)		254		(1,000)
Accounts payable		2,871		(16,292)		3,371
Due to related shareholders		-		-		12,730
Net cash used by operating activities		(2,630)		(29,615)		(35,890)

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		-		5,000		31,323
Net cash provided by financing activities		-		29,000		65,323

Net increase (decrease ) in cash		(2,630)		(615)		433

Cash and cash equivalents, beginning of period		3,063		5,126		-

Cash and cash equivalents, end of period	$	433	$	4,511	$	433

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	$	14,000	$	14,000	$	183,000
Issuance of common stock for services rendered	$	-	$	16,850	$	26,850

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

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

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 campaigning 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 $362,981 from inception July 27, 2004 to June 30, 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

Basis of Presentation:

The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal, recurring items. The results of operations for any interim period are not necessarily indicative of results for the full year. The interim financial statements and notes are presented as permitted by the requirements for Quarterly Reports on Form 10-Q. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's financial statements and notes included in its March 31, 2009 Annual Report on form 10-K.

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.

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

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.

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. No provision for income taxes is included in the financials statements due to its immaterial amount.

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.

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and Cost Recognition

The Company recognizes 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.

Fair Value of Financial Instruments

Financial instruments are recorded at fair value in accordance with FASB Statement No. 157.

New Accounting Pronouncements:

Effective January 1, 2009, the Company adopted FSP No. FAS 141(R)-1, "Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies," (FSP FAS 141(R)-1), which was issued on April 1, 2009. FSP FAS 141(R)-1 applies to all assets acquired and liabilities assumed in a business combination that arise from certain contingencies as defined in this FSP and requires (i) an acquirer to recognize at fair value, at the acquisition date, an asset acquired or liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period otherwise the asset or liability should be recognized at the acquisition date if certain defined criteria are met; (ii) contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be recognized initially at fair value; (iii) subsequent measurements of assets and liabilities arising from contingencies be based on a systematic and rational method depending on their nature and contingent consideration arrangements be measured subsequently in accordance with the provisions of SFAS 141(R); and (iv) disclosures of the amounts and measurement basis of such assets and liabilities and the nature of the contingencies.

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Values When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This FSP provides guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. The FSP also amends certain disclosure provisions of SFAS No. 157 to require, among other things, disclosures in interim periods of the inputs and valuation techniques used to measure fair value as well as disclosure of the hierarchy of the source of underlying fair value information on a disaggregated basis by specific major category of investment. For the Company, this FSP was effective prospectively beginning April 1, 2009. The adoption of this standard did not have a material impact on the Company's results of operations or financial condition.

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments" (FSP 115-2). This FSP modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The FSP also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the FSP, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security's entire amortized cost basis (even if the entity does not intend to sell). The FSP further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than-temporary, (1) the entire shortfall of the security's fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. FSP 115-2 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulated other comprehensive income. For the Company, this FSP was effective beginning April 1, 2009. The adoption of this standard did not have a material impact on the Company's results of operations or financial condition.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments." This FSP essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the FSP requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments. This FSP was effective for the Company beginning April 1, 2009 on a prospective basis.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." This standard incorporates into authoritative accounting literature certain guidance that already existed within generally accepted auditing standards, with the requirements concerning recognition and disclosure of subsequent events remaining essentially unchanged. This guidance addresses events which occur after the balance sheet date but before the issuance of financial statements. Under SFAS No.165, as under previous practice, an entity must record the effects of subsequent events that provide evidence about conditions that existed at the balance sheet date and must disclose but not record the effects of subsequent events which provide evidence about conditions that did not exist at the balance sheet date. This standard added an additional required disclosure relative to the date through which subsequent events have been evaluated and whether that is the date on which the financial statements were issued. For the Company, this standard was effective beginning April 1, 2009.

In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140," amending the guidance on transfers of financial assets to, among other things, eliminate the qualifying special purpose entity concept, include a new unit of account definition that must be met for transfers of portions of financial assets to be eligible for sale accounting, clarify and change the derecognition criteria for a transfer to be accounted for as a sale, and require significant additional disclosure. For the Company, this standard is effective for new transfers of financial assets beginning April 1, 2010. Because the Company historically does not have significant transfers of financial assets, the adoption of this standard is not expected to have a material impact on the Company's results of operations or financial condition.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)," which revised the consolidation guidance for variable-interest entities. The modifications include the elimination of the exemption for qualifying special purpose entities, a new approach for determining who should consolidate a variable-interest entity, and changes to when it is necessary to reassess who should consolidate a variable-interest entity. For the Company, this standard is effective April 1, 2010. The Company is currently evaluating the impact of this standard, but would not expect it to have a material impact on the Company's results of operations or financial condition.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162," and approved--the FASB Accounting Standards CodificationTM (Codification) as the single source of authoritative nongovernmental US GAAP. The Codification does not change current US GAAP, but is intended to simplify user access to all authoritative US GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. For the Company, the Codification is effective July 1, 2009 and will require future references to authoritative US GAAP to coincide with the appropriate section of the Codification. Accordingly, this standard will not have an impact on the Company's results of operations or financial condition

NOTE 4 – INTANGIBLE ASSETS

Intangible asset consists of the following:

		June 30,
		2009		2008
GMG System	$	29,000	$	29,000
Less: Accumulated amortization		(20,300)		(14,500)
Total	$	8,700	$	14,500

Intangible assets consist of GMG System which are recorded at cost during the development stage and amortized over a straight-line basis. The amortization expenses for the three months ended June 30, 2009 and 2008 are both $1,450.

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 $12,500 in the current quarter ending June 30, 2009 and for the quarter ending June 30, 2008. Additional Paid in Capital has been credited for the corresponding amount in each of the years, respectively.

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

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 Chief Executive Officer, Mr. Ron Kallus to the Company. As of June 30, 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. An Addendum dated June 30, 2009 to the loan agreement extended the loan until March 31, 2011.

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 June 30, 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 June 30, 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 stock was not publicly traded and the underlying shares were not easily convertible to cash. The company therefore determined that the warrants had no intrinsic value.

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

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 $1,500 for the Quarter ending June 30, 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. An Addendum dated June 30, 2009 to the loan agreement extended the loan until March 31, 2011.

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.

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

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 due to Ron Kallus.

Additional paid in capital has been credited $14,000 in each of the periods ended June 30, 2009 and 2008 respectively for officer's compensation and rent.

Additional paid in capital has been credited $328 in the year ended June 30, 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.

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

(unaudited)

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 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.

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.

For the quarter ending June 30, 2009, the Company has imputed interest using an interest rate of prime plus 1% for a total of $328 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.

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.

PART II

Item 2. Management Discussion & Analysis

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.

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. Since inception, we generated an aggregate of $70,543, of which the sum of $3,100 was generated during the three month period ending June 30, 2009. Platin pays a monthly fee for the lines and a per call fee for each successful call placed. 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.

Ongoing Development of our GMG Systems.

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. During the next 12 months we will require further development costs of $15,000. However, we do not have the funds available for additional development costs. Further development of the GMG system and other products is dependent on our ability to raise additional funds.

The Company plans to raise additional funds in order to expand its business and fully execute its Plan of Operations. 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 third quarter of 2008, 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.

Results of Operations:

Revenues:

Revenues during the three months ended June 30, 2009 was $3,100 compared to $3,713 for the corresponding period ending June 30, 2008.

Total operating expenses for the three months period ended June 30, 2009 was $23,951 as compared to $49,590 for the three month period ending June 30, 2008. Our only customer Platin, who is a related party has been experiencing a decrease in referable business. We have not been able to attract additional clients.

The Company reported a net loss for the Quarter period ending June 30, 2009 of $21,179 as compared to $45,877 for the Quarter period ending June 30, 2008.

We incurred $3,430 additional development expenses during the quarter ending June 30, 2009.

The Company developed the intellectual properties known as Group Messaging Gateway. As of June 30, 2009 the Company and its shareholders have expended an aggregate of $119,990 of which $90,990 was expensed in the development of this program and $29,000 has been capitalized and is being amortized over a sixty-month period.

Development costs expensed since inception to June 30, 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
Post Operational (Vihar)	Qtr Ending June 30, 2009		$ 3,430
Total Development Cost Expensed since Inception			$90,990

Net loss

The Company had a cumulative net losses since its inception of of $362,981 for the period ending June 30, 2009 as compared to $287,419 for the fiscal year ended June 30, 2008. The increase in net loss is attributable to the decrease in revenue during the fiscal quarter ended June 30, 2009.

The company has not yet succeeded in increasing its revenues. The Company is currently focusing on finding additional clients for its GMG System, in hope of diversifying its clientele. As of June 30, 2009, the Company has not signed on any new clients for its services. The company is seeking to raise additional funds in order to engage in marketing of its product to a wider audience. With the current available funds the company is unable to initiate a marketing campaign which is necessary in order to become a viable business. There is no assurance that the company will be successful in raising funds. If the Company is unable to raise funds in the near future, it may be forced cease operations or seek an alternative.

As reflected in the accompanying audited financial statements, we are in the development stage with a negative cash flow and an accumulated net loss from inception of $362,981. This raises substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Liquidity and Capital Resources:

As of June 30, 2009 the Company had $433 in cash, compared to $ 4,511 as of June 30, 2008.

Net cash used in operating activities was $2,630 for the three month ended June 30, 2009 compared to $29,615 for the period ended June 30, 2008.

Net cash provided by investing activities during the three month period ending June 30, 2009 was $0 compared to $0 for the period ended June 30, 2008.

Net cash provided by financing activities for the three month period ended June 30, 2009 was $0 as compared to $29,000 for the corresponding period ending June 30, 2008. This amount represents funds raised for the sale of units and additional funds advanced by Ron Kallus pursuant to a credit facility loan by Ron Kallus, the Company Chief Executive Officer and Principal shareholder.

On January 2009 the Israeli Parliament passed an anti spam law which allows telemarketing campaign to call only customers who agreed to receive calls (OPT-IN), while assessing a high fine for any violation. This change affected the entire telemarketing activity and as a result, our services to Platin diminished. Together with Platin we are looking for ways to overcome this issue, but so far without any success. We are currently in need of immediate cash to continue our business. However, the current status of the global market leave us with less hope to obtain the required 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.

At the current level of revenues and expenses, in conjunction with the committed loan from our President, we anticipate we will not have sufficient funding to operate for the next 12 months. Additionally, 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. Failure to obtain such financing when needed could delay or prevent our planned development and our marketing effort which is necessary for our business to become viable.

The Company intends to meet its long-term liquidity needs through available cash and cash flow as well as through additional financing from outside sources. The Company anticipates raising additional funds from the possible exercise of Warrants or equity financing with private investors following effectiveness of the Registration Statement. As of the date of this Prospectus no agreements have been undertaken to obtain any funding. The Warrants are exercisable at an exercise price of $0.25 per share. The Company does not expect that warrants will be exercised if the prevailing price of the Common Stock at such time of exercise is below or at the exercise price.

Additional issuances of equity or convertible debt securities will result in dilution to the current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon 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 to expand our business, 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 which may result in a partial or substantial loss to your investment in our common stock.

If the Company fails to raise additional funds to execute its expansion plan, it is likely that the Company will not be able to operate as a viable entity and may be forced to go out of business.

Material Commitments

All of our contracts and agreements, (See Contracts, Agreements & Relationships) have termination clauses allowing us to terminate the agreements with advance written notice. We control the pace of the development activities. We have the ability to curtail these activities to reduce our expenses and preserve our cash as needed.

We have an ongoing commitment to pay the costs accounting and administration, and management believes it will have the capital resources to meet these expenses.

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

Item 3. Controls & Procedures:

The Company’s Chief Executive Officer who is also the Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009 covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company’s Chief Executive Officer does not relate to reporting periods after June 30, 2009

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.

PART II - OTHER INFORMATION

Item 1 Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.

Item 2. Unregistered Sale of Securities

None

Item 3. Defaults Upon Senior Securities.

None

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

No matter was submitted during the quarter ending June 30, 2009 covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.

Item 5. Other Information.

None

Item 6. Exhibits and Reports of Form 8-K.

Exhibit 31.1 Sarbanes Oxley Certification

Exhibit 32.1 Sarbanes Oxley Certification

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VGTEL, INC.


	/s/ Ron Kallus
	RON KALLUS
	Title:	Chairman, Chief Executive Officer
		(principal executive officer)

	/s/ Ron Kallus Date: August 14, 2009
	RON KALLUS
	Title:	Chief Financial Officer
		(principal financial officer)

	Date:	August 14, 2009