VGTel, Inc. - FORM 10-Q - February 12, 2010

Attached files

file	filename
EX-32.1 - VGTel, Inc.	exh_32-1.htm
EX-31.1 - VGTel, Inc.	exh_31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009 (Mark One)


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

For the quarterly period ended December 31, 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 February 8, 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

DECEMBER 31, 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	9
Item	3	Financial Controls & Procedures	12

		PART II OTHER INFORMATION
Item	1	Legal Proceedings	12
Item	1A	Risks	12
Item	2	Changes in Securities	12
Item	3	Default Upon Senior Securities	12
Item	4	Submission of Matters to a Vote of Securities Holders	12
Item	5	Other Information	12
Item	6	Exhibits And Reports on Form 8K	13

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

		December 31,		March 31,
ASSETS		2009		2009
		(unaudited)

CURRENT ASSETS
Cash and cash equivalents	$	1,279	$	3,063
Accounts receivable		1,000		900

Total Current Assets		2,279		3,963

Intellectual property, net		5,800		10,150

Total Assets	$	8,079	$	14,113

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	2,400	$	500
Due to shareholders/others (Note 3)		18,230		12,730
Due to shareholder/officer		31,323		31,323

Total Current Liabilities		51,953		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 6,434,000 and 6,434,000 respectively		643		643
Additional paid in capital		353,718		310,719
Accumulated deficit		(398,235)		(341,802)

Total Stockholders' Deficit		(43,874)		(30,440)

Total Liabilities and Stockholders' Deficit	$	8,079	$	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
		For the Three				For the Nine				(inception)
		Months Ended				Months Ended				through
		December 31,				December 31,				December 31,
		2009		2008		2009		2008		2009

REVENUES	$	4,200	$	14,258	$	12,100	$	23,623	$	79,543

OPERATING EXPENSES
General and administrative		3,107		5,570		9,804		44,074		110,863
Research and development		3,840		4,800		11,380		9,300		98,940
Officers' compensation and Rent		14,000		14,000		42,000		42,000		225,000
Depreciation and amortization		1,450		1,450		4,350		4,350		23,435
Professional Services- Consulting		-		-		-		-		16,850

Total operating expenses		22,397		25,820		67,534		99,724		475,088

Interest expense		335		-		999		-		2,011

NET LOSS FROM CONTINUING OPERATIONS		(18,532)		(11,562)		(56,433)		(76,101)		(397,556)

DISCONTINUED OPERATIONS
Loss from discontinued operations		-		-		-		-		(679)

NET LOSS	$	(18,532)	$	(11,562)	$	(56,433)	$	(76,101)	$	(398,235)

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

Weighted average number of shares outstanding		6,434,000		6,434,000		6,434,000		5,925,049

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 December 31, 2009 (unaudited)


	Common			Stock		Paid-in		(Accumulated
	Shares			Amount		Capital		Deficit)			Totals


Balance September 30, 2009		6,434,000	$		643	$	339,383	$	(379,704	)	$	(39,678	)

Officers' compensation & rent charged December 31, 2009							14,000		0			14,000
Inputted Interest for due to Ron Kallus							335					335
Net Loss for Quarter Ending December 31, 2009									(18,532	)		(18,532	)

Balance December 31, 2009		6,434,000	$		643	$	353,718	$	398,235		$	(43,874	)

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 Nine				(inception)
		Months Ended				through
		December 31,				December 31,
		2009		2008		2009

Cash flows from operating activities
Net Loss	$	(56,433)	$	(76,101)	$	(398,235)
Adjustments to reconcile net loss to net
cash used by operating activities:
Officer's compensation and rent		42,000		42,000		225,000
Intellectual property write down		-		-		66,500
Depreciation and amortization		4,350		4,350		23,200
Imputed interest for due to Ron Kallus		999		-		2,011
Issuance for common stock for services rendered		-		16,850		26,850
Changes in assets and liabilities:
Accounts receivable		(100)		(6,720)		(1,000)
Accounts payable		1,900		(14,223)		2,400
Net cash used by operating activities		(7,284)		(33,844)		(53,274)

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
Proceeds from related shareholders		5,500		-		18,230
Repayments from related shareholders		-		(8,490)		-
Officer loans		-		15,000		31,323
Net cash provided by financing activities		5,500		30,510		83,553

Net increase (decrease ) in cash		(1,784)		(3,334)		1,279

Cash and cash equivalents, beginning of period		3,063		5,125		-

Cash and cash equivalents, end of period	$	1,279	$	1,791	$	1,279

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	$	225,000
Issuance of common stock for services rendered	$	-	$	26,850	$	26,850

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

VGTel, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009

(unaudited)

NOTE 1- BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes thereto as of March 31, 2009. Operating results for the nine months ended December 31, 2009 are not necessarily indicative of the results that may be expected for the year ending March 31, 2010.

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 $398,235 from inception July 27, 2004 to December 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.

New Accounting Pronouncements

In May 2009, the FASB issued a new accounting standard regarding 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 the new standard, 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 July 1, 2009.

In June 2009, the FASB issued an accounting standard that 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. The standard is effective January 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.

NOTE 3 – 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 Decemer 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 December 31, 2009, NYN International LLC is owed $6,480.

On July 6, 2009, The Hyett Group, Ltd., a related shareholder loaned the company $4,000. The loan has a term of 90 days and can be extended by mutual consent of both parties. The loan is interest free.

On October 18, 2009, The Hyett Group, Ltd., a related shareholder loaned the company $1,500. The loan has a term of 90 days and can be extended by mutual consent of both parties. The loan is interest free.

On January 12, 2010 The Hyett Group, Ltd., a related shareholder loaned the company $1,500. The loan is payable on demand and can be extended by mutual consent of both parties. The loan is interest free.

On January 19, 2010 the company entered into an addendum to loan agreements dated July 6, 2009 and October 18, 2009 to amend the terms of repayment to payable on demand.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

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.

During the first nine month of fiscal 2010, The Hyett Group, a related shareholder, loaned the company $7,000. The amounts carry no interest and are payable on demand.

NOTE 5 – STOCKHOLDERS' DEFICIT

Additional paid in capital has been credited $37,500 for officer's compensation, and $4,500 for rent in each of the nine month periods ended December 31, 2009 and 2008 respectively. The sum of $999 inputted interest was credited to additional paid in capital for the nine month ended December 31, 2009 No inputted interest was chagred during the corresponding period ended December 31, 2008.

On October 19, 2009, the Board of Directors voted to extend the exercise expiration for all of the Company's Series A, Series B, Series C and Series D Warrants. The Warrants exercise have been extended until December 4, 2012.

NOTE 6– RELATED PARTY TRANSACTIONS

On January 19, 2010 the company entered into an addendum to loan agreements dated July 6, 2009 and October 18, 2009 to amend the terms of repayment to payable on demand.

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.

NOTE 7– SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date that the financial statements were issued, which was February 12, 2010, the date of the Company's quarterly report on Form 10Q for the period ended December 31, 2009.

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 $79,543, of which the sum of $4,200 was generated during the three month period ending December 31, 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 first quarter of 2010, 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 December 31, 2009 was $4,200 compared to $14,258 for the corresponding period ending December 31, 2008.

Total operating expenses for the three months period ended December 31, 2009 was $22,397 as compared to $25,820 for the three month period ending December 31, 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 December 31, 2009 of $18,532 as compared to $11,562 for the Quarter period ending December 31, 2008.

The Company incurred $3,840 additional development expenses during the quarter ending December 31, 2009 as compared to $4,800 for the corresponding period ended December 31, 2008.

Revenues during the nine months ended December 31, 2009 was $12,100 compared to $23,623 for the corresponding period ending December 31, 2008.

Total operating expenses for the nine months period ended December 31, 2009 was $67,534 as compared to $99,724 for the nine month period ending December 31, 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 nine month period ending December 31, 2009 of $56,433 as compared to $76,101 for the nine month period ending December 31, 2008.

The Company incurred $11,380 additional development expenses during the nine month ending December 31, 2009 as compared to $9,300 for the corresponding period ended December 31, 2008.

Net loss

The Company had a net losses for the quarter of $18,532 for the period ending December 31, 2009 as compared to $11,562 for the quarter ended December 31, 2008 and $56,433 as compared to $76,101 for the nine month period ended December 31, 2009 and 2008 respectively. The increase in net loss is attributable to the decrease in revenues and increase in expenses. 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 December 31, 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 $398,235. 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 December 31, 2009 the Company had $1,279 in cash, compared to $ 3,063 as of March 31, 2009.

Net cash used in operating activities was ($7,284) for the nine month ended December 31, 2009 compared to ($33,844) for the period ended December 31, 2008.

Net cash provided by financing activities for the nine month period ended December 31, 2009 was $5,500 as compared to $30,510 for the corresponding period ending December 31, 2008.

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 December 31, 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 December 31, 2009

Changes in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 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 1A: Risk Factors:

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, and trading price of our common stock. Please refer to our annual report on Form 10-K for fiscal year 2009 for additional information concerning these and other uncertainties that could negatively impact the Company.

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 December 31, 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.

On January 19, 2010 the company filed a form 8K report disclosing that on January 19, 2010, VGTel, Inc. (the “Company”) was notified that the audit practice of Kempisty & Co. CPAs, the Company’s independent registered public accounting firm was combined with MaloneBailey, LLP effective as of January 1, 2010. On January 19, 2010, Kempisty & Co. CPAs, resigned as the independent registered public accounting firm of the Company and, with the approval of the Board of Directors. MaloneBailey, LLP was engaged as the Company’s independent registered public accounting firm.

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
	Dated: February 12, 2010	(principal executive officer)

	/s/ Ron Kallus Date: February 12, 2010
	RON KALLUS
	Title:	Chief Financial Officer
		(principal financial officer)

VGTel, Inc. - FORM 10-Q - February 12, 2010

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VGTel, Inc. Reports