UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549




FORM
10-Q




(Mark
One)




[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934




FOR THE
QUARTERLY PERIOD ENDED:December 31, 2008




[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934




For the
transition period from ______________ to
______________________




Commission
files number 000-5 1797




Smart
Comm International Ltd.


(Name of
small business issuer in its charter)






Nevada
            99-039022(State
      or Other Jurisdiction of Incorporation or
      Organization)
            (I.R.S.
      Employer Identification No.)




1
Kingsway, London WCB 6FX, United Kingdom


(Address
of principal executive offices) (Zip Code)




44 (0) 20
749917630


(Registrant's
telephone number)




(Former
Name, Former Address and Former Fiscal Year, if changed since last
Report)




Check
whether the issuer: (1) 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 past 90 days.




|X| Yes
_| No




Indicate
by check mark whether registrant is a shell company (as defined in rule 12b-2 of
the Exchange Act:




|_| Yes
|X| No




As of
December 31, 2008, 107,588,613 shares of common stock, par value $.001, were
issued and outstanding, and no shares of preferred stock were issued and
outstanding.









1








SMART
COMM INTERNATIONAL LTD.


Index to
Form 10-QSB










PART
      1 -- FINANCIAL INFORMATION
                    
                    
                    PageItem
      1. Financial Statements:
                    
                    
                    3Item
      2. Management's Discussion and Analysis or Plan of
    Operations
                    
                    
                    13Item
      3. Quantitative and Qualitative Disclosures about Market
    RiskItem
      4T.  Controls and Procedures
                    
                    
                    16PART
      II - OTHER INFORMATION
                    
                    
                    18Item
      1. Legal Proceedings
                    
                    
                    18Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                    
                    
                    18Item
      3. Default Upon Senior Securities
                    
                    
                    18Item
      4. Submission of Matters to a Vote of Security Holders
                    
                    
                    18Item
      5 Other Information
                    
                    
                    18Item
      6. Exhibits
                    
                    
                    19Signatures
                    
                    
                    20









2






SMART
COMM INTERNATIONAL LTD. AND SUBSIDIARY


CONDENSED
CONSOLIDATED BALANCE SHEETS








December
      31,
                                  2008
                                
                                
                                March
      31,
                                  2008(unaudited)
                                
                                
                                (Note
      2)ASSETSdedCURRENT
      ASSETSCash
                                
                                $
                                4,032
                                
                                
                                $
                                53,213Net
      assets of a bankrupt subsidiaries
                                
                                
                                -
                                
                                
                                
                                277,898TOTAL
      ASSETS
                                
                                $
                                4,032
                                
                                
                                $
                                331,111LIABILITIES
      & STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      and notes payable:Accounts
      payable
                                
                                $
                                125,902
                                
                                
                                $
                                183,383Related
      party payables
                                
                                
                                -
                                
                                
                                
                                40,655Promissory
      note payable, related party, in default
                                
                                
                                1,500,000
                                
                                
                                
                                1,500,000Liabilities
      of bankrupt subsidiaries
                                
                                
                                -
                                
                                
                                
                                1,674,616TOTAL
      LIABILITIES
                                
                                
                                1,625,902
                                
                                
                                
                                3,398,654COMMITMENTS
      AND CONTINGENCIES
                                
                                
                                -
                                
                                
                                
                                -STOCKHOLDERS'
      DEFICITCommon
      Stock
                                
                                
                                107,588
                                
                                
                                
                                95,255Capital
      in excess of par value
                                
                                
                                2,729,928
                                
                                
                                
                                2,393,521Accumulated
      deficit
                                
                                
                                (4,485,140
                                )
                                
                                
                                (5,576,894
                                )Accumulated
      other comprehensive income
                                
                                
                                44,616
                                
                                
                                
                                20,575TOTAL
      STOCKHOLDERS’ DEFICIT
                                
                                
                                (1,603,008
                                )
                                
                                
                                (3,067,545
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                
                                $
                                4,032
                                
                                
                                $
                                331,111




See
accompanying notes to consolidated financial statements








3




SMART COMM INTERNATIONAL LTD. AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)


Three
      months ended December
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        nine months ended December
      312008
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2007
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2008
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2007REVENUE
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        -COST
      OF SALES
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        --
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -GROSS
      PROFIT (LOSS)EXPENSESDepreciation
      of tangible assets
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Amortization of intangible assets
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        38,000
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        139,563Legal, audit, professional and consultancy
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        6,650
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        175,546
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        70,480
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        352,092General development costs
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        81,741Marketing and promotion
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        12,000
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        4,580General
      and administrative
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        3,193
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        6,899
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        21,064
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        107,694(9,843
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (182,445
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (141,544
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (685,670
                                                                                                                                        )INTEREST
      EXPENSE
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (25,648
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (87,906
                                                                                                                                        )LOSS
      FROM CONTINUING OPERATIONS BEFOREPROVISION
      FOR INCOME TAXES
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (9,843
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (208,093
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (141,544
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        ( 773,576
                                                                                                                                        )Foreign
      currency translation gain (loss)
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        26,296
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (21,677
                                                                                                                                        )PROVISION
      FOR INCOME TAXES
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -LOSS
      FROM CONTINUING OPERATIONSDISCONTINUED
      OPERATIONS
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (9,843
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (181,797
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (141,544
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (795,253
                                                                                                                                        )Loss
      from operations of Smart Devices Ltd, net of tax
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (41,245
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (131,756
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (46,738
                                                                                                                                        )Loss
      from disposal of Woize Ltd, net of tax
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (2,132,177
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Loss from
      disposal of Smart Devices Ltd
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (226,484
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (226,484
                                                                                                                                        )NET
      LOSS
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (236,327
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (223,042
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (2,631,961
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (841,991
                                                                                                                                        )BASIC
      AND DILUTED NET LOSS PER SHARE:LOSS
      FROM CONTINUING OPERATIONS
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )LOSS
      FROM DISCONTINUED OPERATIONS, NET OFTAX
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (0.02
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (0.00
                                                                                                                                        )NET
      LOSS
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.02
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.01
                                                                                                                                        )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        98,630,280
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        62,171,947
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        92,255,280
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        61,353,876












See
accompanying notes to consolidated financial statements






4









SMART
      COMM INTERNATIONAL LTD. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)




Nine
      months ended December 31,2008
                                
                                
                                2007Net
      cash used in operating activities
                                
                                $
                                (234,695
                                )
                                
                                $
                                (506,356
                                )INVESTING
      ACTIVITIESPurchases
      of equipment
                                
                                
                                (16,986
                                )
                                
                                
                                -Net
      cash investing activities
                                
                                
                                (16,986
                                )
                                
                                
                                --CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock
                                
                                
                                202,500
                                
                                
                                
                                609,985Proceeds
      from short term loan
                                
                                
                                -
                                
                                
                                
                                72,460Repayment
      of short term loan
                                
                                
                                -
                                
                                
                                
                                (72,460
                                )Net
      cash provided by financing activities
                                
                                
                                202,500
                                
                                
                                
                                609,985EFFECT
      OF FOREIGN EXCHANGE ON CASH BALANCES
                                
                                
                                -
                                
                                
                                
                                (21,677
                                )INCREASE
      (DECREASE) IN CASH DURING THE PERIOD
                                
                                
                                (49,181
                                )
                                
                                
                                81,952CASH,
      beginning of period
                                
                                
                                53,213
                                
                                
                                
                                5,885CASH,
      end of period
                                
                                $
                                4,032
                                
                                
                                $
                                87,837Supplemental
      disclosure of cash paid for:Interest
                                
                                $
                                -
                                
                                
                                $
                                -Income
      taxes
                                
                                $
                                -
                                
                                
                                $
                                -NON
      CASH INVESTING AND FINANCING TRANACTIONS:Conversion
      of debt into shares of common stock
                                
                                $
                                -
                                
                                
                                $
                                120,000Stock
      and warrants for the acquisition of Smart Devices
                                
                                $
                                146,240
                                
                                
                                
                                -







See
accompanying notes to consolidated financial statements




5





SMART
COMM INTERNATIONAL LTD. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT


For the
nine months ended December 31, 2008


(Unaudited)




AccumulatedotherCapital
      in
                
                
                
                
                
                
                
                
                comprehensiveCommon
      Stock
                
                
                excess
      of
                
                
                Subcription
                
                
                Accumulated
                
                
                incomeShares
                
                
                Amount
                
                
                par
      value
                
                
                receivable
                
                
                deficit
                
                
                (loss)
                
                
                TotalBalance,
      March 31, 2008
                
                
                95,255,280
                
                
                $
                95,255
                
                
                $
                2,393,521
                
                
                
                -
                
                
                $
                (5,576,894
                )
                
                $
                20,575
                
                
                $
                (3,067,543
                )Sale
      of common stock
                
                
                10,333,333
                
                
                
                10,333
                
                
                
                212,167
                
                
                
                (110,000
                )
                
                
                -
                
                
                
                -
                
                
                
                112,500Stocks
      in exchange for the acquisition of Smart Devices Inc.
                
                
                2,000,000
                
                
                
                2,000
                
                
                
                138,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                140,000Stock
      warrants issued for the acquisition of Smart Devices Inc.
                
                
                -
                
                
                
                -
                
                
                
                6,240
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                6,240Elimination
      of  disposed subsidiary
                
                
                -
                
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                3,723,396
                
                
                
                24,360
                
                
                
                3,747,756:Sale
      of common stock
                
                
                2,500,000
                
                
                
                2,500
                
                
                
                22,500
                
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                25,000Subscription
      funds received
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                65,000
                
                
                
                
                
                
                
                -
                
                
                
                65,000Cancelled
      subscription  receivable
                
                
                (2.500,000)
                
                
                
                (2,500)
                
                
                
                (42,500)
                
                
                
                45,000
                
                
                
                -
                
                
                
                
                
                
                
                -Comprehensive
      loss:Loss
      from continuing operations
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (141,225)
                
                
                
                -
                
                
                
                (141,225
                )Loss
      on disposal of bankrupt subsidiaries
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,358,661)
                
                
                
                -
                
                
                
                (2,358,661
                )Loss
      from operations of bankrupt subsidiaries
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (131,756)
                
                
                
                -
                
                
                
                (131,756
                )Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,631,642
                )Foreign
      currency translation loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (319)
                
                
                
                (319
                )Total
      comprehensive loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,631,961
                )Balance,
      December 31, 2008
                
                
                107,588,613
                
                
                $
                107,588
                
                
                $
                2,729,928
                
                
                $
                0
                
                
                
                (4,485,140)
                )
                
                $
                44,616
                
                
                $
                (1,603,008
                )













See
accompanying notes to consolidated financial statements




6














Smart
Comm International Ltd. and Subsidiary


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited





1.
            ORGANIZATION




Smart
Comm International Ltd. ( formerly Woize International Ltd. the "Company" or
“we” or “us”) was incorporated under the laws of the State of Nevada, United
States of America, on November 19, 2002.   In 2005, the Company
acquired its United Kingdom operating subsidiary through a reverse
merger.   Through its UK subsidiary, Woize Ltd., the Company was engaged in the following
activity, principally in Sweden until May 2008:





(a) The
ongoing maintenance of the VoIP Intellectual Property;




(b) The
maintenance of a related Intellectual Property referred to as “Click to Call”
(“C2C”) technology;




(c) The
operation of a VoIP telephony service via the Woize web site
(www.woize.com);




(d) General
activity focused on refinements to the core VoIP and C2C technologies (jointly
referred to as the “Intellectual Property” or “IPR”) to enhance and extend the
capability and know-how of the Group in areas associated with its Intellectual
Property;




(e)
Commercial promotion of the sale of customized business-to-business solutions
utilizing our IPR.




The UK
subsidiary, Woize Ltd., was forced into bankruptcy in May
2008.





Subsequent
to the subsidiary’s bankruptcy, the Company acquired a private company in the
mobile communication device business, Smart Devices Limited, a United Kingdom
company.  During November 2008, Smart Devices Limited was placed in
administration and the Company lost control of the assets and liabilities of the
Company.





As a
result of the above, the Company has become a public shell company with no
operations.





2.
            BASIS
      OF PRESENTATION




The
accompanying condensed consolidated balance sheet as of March 31, 2008 has been
derived from its annual audited financial statements on form 10-K for the year
ended March 31, 2008.  The accompanying unaudited
condensed  consolidated financial statements as of December 31, 2008
and for the three and nine months ended December 31, 2008 have been prepared in
accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and the interim reporting
requirements of Regulation S-X. however, they do not include all of the
information and footnotes required for annual GAAP financial statements. In
management's opinion, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
These financial statements should be read in conjunction with the audited
financial statements and notes thereto contained in the Company’s annual report
on Form 10-K for the year ended March 31, 2008.






7







Woize Ltd
was not consolidated as at December 31, 2008 and its financial condition and
operations are reflected as discontinued operations in the accompanying
financial statements.





Smart
Devices Limited was not consolidated as at December 31, 2008 and its financial
condition and operations are reflected as discontinued operations
in the accompanying financial statements.





The
results of operations for the three and nine months ended December 31, 2008 and
2007 presented are not necessarily indicative of the results to be expected for
the year.





There is
no provision for dividends for the quarter to which this quarterly report
relates





Going concern
uncertainty





The
accompanying financial statements of Smart Comm International Ltd. have
been prepared assuming the Company will continue as a going concern. However,
the Company incurred a net loss of $2,631,961 during the nine months ended
December 31, 2008 which included a loss of $2,358,661 on disposal
of  subsidiary Companies. At December 31, 2008, current liabilities
exceeded current assets by $ 1,621,870.  The Company is in default
under the terms of a $1.5 million related party promissory note.




The
ability of the Company to continue as a going concern is dependent on the
successful implementation of its business plan, obtaining additional capital and
generating sufficient revenues and cash flows and renegotiating the terms of the
related party promissory note which became due on December 9, 2007.




The financial
statements, insofar as they relate to continuing operations, do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.





Reclassifications




Certain
prior-year amounts have been reclassified for comparative purposes to conform to
the current-year presentation.





3.
            RECENT
      ACCOUNTING PRONOUNCEMENTS





In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159
permits entities to choose to measure, on an item-by-item basis, specified
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
required to be reported in earnings at each reporting date. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007, the provisions of
which are required to be applied prospectively. The Company believes that SFAS
159 will have no material impact on the consolidated financial position or
results of operations.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business
Combinations" ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations the Company engages in will be recorded
and disclosed following existing GAAP until January 1, 2009. The Company expects
SFAS No. 141R will have an impact on accounting for business combinations once
adopted but the effect is dependent upon acquisitions at that time. The Company
is still assessing the impact of this pronouncement.






8







In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160"
("SFAS No. 160"). SFAS No. 160 establishes new accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years
beginning on or after December 15, 2008. The Company believes that SFAS 160 will
have no material impact on the consolidated financial position or results of
operations.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities" ("SFAS No. 161"). SFAS 161 requires companies with
derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and 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 adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.





Also in
May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No.
163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.





In May
2008, the FASB issued 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 applies to convertibledebt securities that, upon conversion, may be settled by the issuer
fully or partially in cash. 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 after December 15, 2008, and must
be applied on a retrospective basis. Early adoption is not permitted. 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 June
2008, the FASB issued FASB Staff Position ("FSP") 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 addresses whether instruments granted in share-based payment transactions
are participating securities prior to vesting, and therefore need to be included
in the earnings allocation in computing earnings per share under the two-class
method as described in SFAS No. 128, Earnings per Share. Under the guidance of
FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of
earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008 and all prior-period earnings per share data presented shall
be adjusted retrospectively. Early application is not permitted. The Company is
assessing the potential impact of this FSP on the earnings per share
calculation.








9





In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an
Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5
provides that an entity should use a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. EITF 07-5 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early application is not permitted. The
Company is assessing the potential impact of this EITF 07-5 on the financial
condition and results of operations.





4.
            SHAREHOLDERS’
      DEFICIT




Common
stock





We issued
our common stock for the nine months ended December 31, 2008 as
follows:




a.  On
      April 23, 2008 the Company sold 1,583,333 shares of common stock in a
      private placing for aggregate proceeds of $47,500.  All proceeds
      have been received. Pursuant to the placing terms, the common stock was
      sold at a price of $ 0.03 per
share.





b.
      On June 19, 2008 the Company sold 8,750,000 shares of common stock to
      investors in a private placing for aggregate proceeds of
      $175,000.  Pursuant to the placing terms, the common stock was
      sold at a price of $0.02 per share. During the nine months ended December
      31, 2008, subscriptions to 2,500,000 shares of common stock totaling
      $45,000 were cancelled.




c.  On
      May 14, 2008, the Company entered into a stock acquisition agreement to
      acquire the entire issued and outstanding shares of Smart Devices Ltd. On
      June 2, 2008 this agreement was finalized and in part consideration for
      the acquisition was the issuance of (a) 2,000,000 Woize shares at an
      attributable value of $140,000 and (b) the issuance of a 5 year warrant to
      purchase 200,000 shares of common stock of the Company at a price of $0.10
      per share.





d.  On
      August 4, 2008 the Company issued 2,500,000 shares of common stock to an
      investor pursuant to a private placing for aggregate proceeds of
      $25,000.  The common stock was sold at a price of $0.01 per
      share.





Warrants





During
the quarter ended June 30, 2008 as part of the acquisition price of Smart
Devices Ltd. we issued a 5 year warrant to purchase 200,000 shares of common
stock of the company at a price of $0.10 per share.  The fair value of
the warrants was estimated at $6,240





The fair
value for these warrants was estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions:




Risk-free
      interest rate
                  
                  
                  2.25
                  %Dividend
      yield
                  
                  
                  0.00
                  %Volatility
      factor
                  
                  
                  61.194
                  %Weighted
      average expected life
                  
                  5
      years







10






Summary
of warrants outstanding;





Weighted
                      
                      
                      WeightedWarrants
      Outstanding
                      
                      Average
                      
                      
                      Average
                      
                      AggregateNumber
      of
                      
                      Exercise
      Price
                      
                      Exercise
      Price
                      
                      
                      Remaining
                      
                      IntrinsicShares
                      
                      Per
      Share
                      
                      Per
      Share
                      
                      
                      Contractual
      Life
                      
                      ValueBalance
      at March 31, 2008
                      
                      
                      21,707,691
                      
                      
                      $
                      0.09-0.40
                      
                      
                      $
                      0.30
                      
                      
                      3.92
      yrs.
                      
                      
                      $
                      1,972,855Granted
                      
                      
                      200,000
                      
                      
                      
                      0.10
                      
                      
                      
                      0.10
                      
                      
                      5 yrs.
                      
                      
                      
                      -Cancelled/expired
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Balance
      at December 31, 2008
                      
                      
                      21,907,691
                      
                      
                      $
                      0.09-0.40
                      
                      
                      $
                      0.30
                      
                      
                      3.92
      yrs.
                      
                      
                      $
                      1,972,855Vested
      and exercisable at
                        December
      31, 2008
                      
                      
                      21,907,691
                      
                      
                      $
                      0.09-0.40
                      
                      
                      $
                      0.30
                      
                      
                      3.92
      yrs.
                      
                      
                      $
                      1,972,855




As of
December 31, 2008, share based payment expense to be recognized in future
periods totaled $nil.







5.
            INCOME
      TAXES





A
reconciliation of U.S. statutory federal income tax rate to the effective rate
follows:




December
      31,
                    2008
                    (Unaudited)
                  
                  
                  December
      31,
                    2007
                    (Unaudited)U.S.
      statutory federal rate
                  
                  
                  34.00%
                  
                  
                  
                  19.00%Net
      operating loss for which no tax benefit is currently
    available
                  
                  
                  -34.00%
                  
                  
                  
                  -19.00%0.00%
                  
                  
                  
                  0.00%









11







6
            DISCONTINUED
      OPERATIONS





a. Woize
Ltd. was placed into receivership in May 2008.  As a result, we
de-consolidated the financial statements of Woize Ltd. as of May 8, 2008
because we no longer hold a majority financial interest in our
subsidiary.   The financial data related to our investment in
Woize Ltd., is classified as discontinued operations in the accompanying
financial statements.




Results
of discontinued operations are as follows:




Three
      months ended
                                              December
      31,
                                            
                                            
                                            
                                            Nine
      months ended
                                              December
      31,2008
                                            
                                            
                                            
                                            2008
                                            
                                            
                                            
                                            2007Net
      revenues
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            52,098Loss
      from operations of Woize Ltd
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (246,937
                                            )Loss
      on disposal of Woize Ltd.
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (2,132,177
                                            )
                                            
                                            
                                            -Loss
      before provision for income taxes from discontinued
    operations
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (2,132,177
                                            )
                                            
                                            
                                            (246,937
                                            )Provision
      for income taxes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Loss
      from discontinued operations of Woize Ltd.
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (2,132,177
                                            )
                                            
                                            $
                                            (246,937
                                            )





b. Smart
Devices Limited was placed into receivership in November 2008.  As a
result, we de-consolidated the financial statements of Smart Devices
Limited as of November 26, 2008 because we no longer hold a majority financial
interest in our subsidiary.   The financial data related to our
investment in Smart Devices Limited, is classified as discontinued operations in
the accompanying financial statements.




Results
of discontinued operations are as follows:




Three
      months ended
                                              December
      31
                                            
                                            
                                            Nine
      months ended
                                              December
      31,2008
                                            
                                            
                                            2008
                                            
                                            
                                            2007Net
      revenues
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            487,211
                                            
                                            
                                            $
                                            -Loss
      from operations of Smart Devices Limited
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (131,756
                                            )Loss
      on disposal of Smart Devices Limited
                                            
                                            
                                            (226,484
                                            )
                                            
                                            
                                            (226,484
                                            )
                                            
                                            
                                            -_______
                                            
                                            
                                            _______
                                            
                                            
                                            
                                            -Loss
      before provision for income taxes from discontinued
    operations
                                            
                                            
                                            (226,484
                                            )
                                            
                                            
                                            (358,240
                                            )Provision
      for income taxes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Loss
      from discontinued operations of Smart Devices Limited
                                            
                                            $
                                            (226,484
                                            )
                                            
                                            $
                                            (358,240
                                            )
                                            
                                            $
                                            -




(c) Net
assets and liabilities of the bankrupt subsidiaries comprise ;





ASSETSCash
                      
                      $
                      262,872Accounts
      Receivable
                      
                      
                      15,026Total
      assets
                      
                      $
                      277,898LIABILITIESTrade
      payables
                      
                      $
                      268,554Accrued
      liabilitiesSalary
      and related tax
                      
                      
                      244,660Trade
      related
                      
                      
                      371,112Claim
      from ‘suppliers
                      
                      
                      446,962Other
                      
                      
                      74,684Deferred
      revenue
                      
                      
                      268,644Total
      liabilities
                      
                      $
                      1,674,616










7.
            NAME
      CHANGE





On
October 6, 2008, Woize International Ltd.,  a Nevada corporation and
its newly formed, wholly owned subsidiary, Smart Comm International Ltd., a
Nevada corporation ("SmartComm"), entered into an Agreement and Plan of Merger
(the "Merger Agreement"),  . Pursuant to the terms and subject to
the  conditions set forth in the Merger Agreement, the Registrant
merged with and into SmartComm (the " Merger"), solely to effect a name change
of Registrant.  Registrant will continue as the surviving corporation
with the surviving corporation changing its name to Smart Comm International,
Ltd.  The Registrant’s Board of Directors approved the Merger and the
Merger Agreement.  On October 8, 2008, Registrant filed Articles of
Merger with the Secretary of State of Nevada (the “Articles of
Merger”).  Pursuant to Chapter 92A.180 of the Nevada Revised Statutes,
Shareholder approval was not required for the Merger and Name
Change.






12







ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS





The
following discussion should be read in conjunction with the consolidated
financial statements and notes to those statements included in this Quarterly
Report on Form 10-Q. In addition to historical information, the following
discussion and other parts of this Quarterly Report contain forward-looking
information that involves risks and uncertainties.




Overview




On
December 9, 2005, our predecessor, Bravo Resources Ltd., acquired all of the
issued and outstanding capital stock of Woize Limited, a United Kingdom company,
("Woize" or "Woize Ltd") in exchange for 27,000,000 million shares of our common
stock in a reverse acquisition transaction. Since all of our operations were,
until recently, conducted through our wholly owned subsidiary, Woize, we changed
our name to Woize International Ltd., (“the Company”, “we”, “our”) effective as
of December 9, 2005.




Woize was
incorporated on November 22, 2001, under the Companies Act 1985 in the United
Kingdom, under the name Netx.Com Limited and changed its name to Woize Limited.
(“Woize”) on March 9, 2004. Woize has developed and refined a digital telephone
service based upon voice over internet protocol ("VoIP") for PC to PC and PC to
phone communications using a Windows client application for PC and PDAs and a
proprietary software solution. Woize was dormant until December 2004. On
December 9, 2005, Woize was acquired by Bravo Resources Ltd.  Bravo
Resources Ltd. was organized under the laws of the State of Nevada on November
19, 2002 for the purpose of mining in the Province of Quebec, Canada. From
inception until November 2005, the Company investigated mining projects and
related opportunities.





On May 8,
2008, we received a letter from the District Court of Stockholm informing us
that Woize had been declared bankrupt in Sweden (the “Sweden Proceeding”). The
Bankruptcy petition was submitted on behalf of former employees claiming unpaid
salaries, a claim that Woize disputed.  According to the Swedish
Insolvency Act, the estate inventory, including any assets and all debts of
Woize, must be submitted to the court. An oath administration meeting took place
on June 24, 2008 regarding Woize’s insolvency. Prior to the decision of the
Swedish Court, Woize maintained operations and provided telephone calling
services.  Woize’s assets were minimal when compared with its creditor
debt and liability. The Company will be the largest creditor in the insolvency
of its wholly owned subsidiary.





Our
management has sought legal advice specifically with respect to the Sweden
Proceeding, and although management was advised that grounds existed for an
appeal, our management decided not to appeal the Swedish court’s decision as the
disclosure and announcement of the same made futile any attempts to communicate
rationally and logically with Woize’s creditors and customers.




On May
14, 2008, we entered into a Stock Acquisition Agreement with Keith France
pursuant to which we acquired two shares of Smart Devices Limited (“Smart
Devices”), (a privately held company), representing all of the issued and
outstanding shares of Smart Devices.  In consideration for the
purchase of Smart Devices, the Company agreed to (A) issue 2,000,000 shares of
its common stock (the “Woize Shares”), (B) issue a five year warrant to purchase
200,000 shares of common stock of the Company at a price of $0.10 per share, and
(C) pay £60,000 (approximately USD $118,000) payable in 24 equal monthly
installments.   Mr. France also received piggy-back registration
rights in connection with the Woize Shares. The acquisition closed on June 2,
2008.





On
October 6, 2008, the Company formed and entered into an Agreement and Plan of
Merger with its wholly owned subsidiary, Smart Comm International, Ltd., a
Nevada corporation solely to effect a name change of the Company to Smart Comm
International, Ltd.  On October 8, 2008, the Company filed Articles of
Merger with the Secretary of State of Nevada.  Pursuant to Chapter
92A.180 of the Nevada Revised Statutes, shareholder approval was not required
for the merger and name change.





On
November 26, 2008 Smart Devices Limited filed for a court appointed
administrator for the purpose of restructuring. Smart Devices Limited was unable
to continue as a going concern facing enormous pressure from creditors and
inadequate cash flow compounded by poor sales of devices.





As a
consequence of the bankruptcy of Smart Devices Limited, the parent Company has
reported the results of Smart Devices as “discontinued operations” in the
financial statements in this quarterly filing for the period ended December 31,
2008.   The effect of reporting Smart Devices Limited as a
discontinued operation, is to effectively revert the consolidated financial
statements back to those items associated with the parent company, reflecting
mainly compliance related costs and movements in shareholders
funds.







Results
of Operations




Nine
months ended December 31, 2008 compared to the nine months ended December,
2007






13






The
Company recorded a consolidated net loss of $2,631,961  for the nine
months ended December 31, 2008 as compared to a loss of  $841,991 for
the nine months ended December 31, 2007. The increase in net loss was mainly a
result of a disposal of  subsidiary Companies.




During
the nine months ended December 31, 2008, revenues totaled $0, compared to
$52,788 for the nine months ended  December 31, 2007.




A gross
profit of $46,738 was recorded for the nine  months ended December 31,
2007.




Costs and
expenses (excluding the loss on disposal of subsidiaries of $2,358,661 for the
nine months ended December 31, 2008 , ) were $141,544 in the nine months ended
December 31, 2008 compared to $ 841,991 in the nine month period ended December
31, 2007.








Three
months ended December 31, 2008 compared to the three months ended December 31,
2007





The
Company recorded a consolidated net loss of $236,327 for the three months ended
December 31, 2008 as compared to a net loss of $223,042 for the three months
ended December 31, 2007.




During
the three months ended December 31, 2008, revenues totaled $-0-, compared to
$-0- for the three months ended September 30, 2007.







We
anticipate that we will not earn substantial revenues until we have reached full
commercial production of our services and solutions.




Our
accumulated deficit through December 31, 2008 was $ (4,485,140).




Plan
of Operations




The
Company’s immediate priorities and focus will be as follows:




a)
            The
      Company plans tooffer SIP based
      calling services through a white label reseller agreement to provide
      calling plans, phone numbers and other voice over IP products for its
      customers. The reseller agreement offers several key advantages- low cost
      setup, effectively no exposure to fraud and unlimited opportunity for
      growth with no ongoing development expenses. Under a fresh new brand, the
      Company will begin offering calling service to customers of its newly
      acquired e-commerce website,
  smartdevicesdirect.com.




b)
                The
      Company plans to integrate other proven technologies in value added
      services sector and has identified opportunities in mobile device
      tracking/ protection, and conferencing. The value added components offer
      new revenue opportunities and round out the Company’s strategic
      vision.c)
                The
      Company will focus on generating sales through its online distribution
      network centered around three main product categories- Smartphones/
      handsets, ruggedized devices and navigation (Ndrive). The focus is on the
      convergence market which provides the highest level of revenue growth
      through products that combine GPS, mobile data and voice connectivity
      services. The Company will continue to develop brand partnerships with an
      emphasis on increasing sales while expanding into new markets
      globally.







Liquidity
and Capital Resources




The
Company had cash of $4,032 as of December 31, 2008 compared to $ 53,213 as of
March 31, 2008.




Net cash
used in operating activities for the nine months ended December 31, 2008, was
$(234,695) compared to $(506,356) for the nine months ended December 31,
2007.





For the
nine months ended  December 31, 2008, cash flows used in investing
activities was $ 16,986 compared to $0 for the nine months ended December 31,
2007.




For the
nine months ended December 31, 2008, cash flows from financing activities was
$202,500 representing the sale of 10,333,333 shares of common stock for
aggregate proceeds of $202,500 compared to $609,985 representing the part of
proceeds received in the period from private placement offerings in an aggregate
of 16,833,333 shares of our common stock for the nine months ended December 31,
2007. The private placement offering was made pursuant to exemptions from
registration afforded by the provisions of Regulation D as promulgated under the
Securities Act of 1933 (the "Securities Act") as amended and/or Regulation S
promulgated under the Securities Act.






14




At
December 31, 2008, The Company had a working capital deficit of $1,621,870. The
Company expects to undertake debt or equity financings when needed to enable it
to meet its future operating and capital requirements. In view of the limited
operating history, the Company’s ability to obtain additional funds is limited.
Further, there can be no assurance that any additional equity or debt financing
will be available in sufficient amounts or on acceptable terms when needed. If
such financing is not available in sufficient amounts or on acceptable terms,
the Company’s results of operations and financial condition may be adversely
affected. In addition, equity financing may result in dilution to existing
stockholders and may involve securities that have rights, preferences, or
privileges that are senior to our common stock, and any debt financing obtained
must be repaid regardless of whether or not we generate profits or cash flows
from business activities.





A
promissory note in the amount of $1.5 million issued to a St James Square
Nominee issued pursuant to the Share Exchange Agreement dated as of November 1,
2005, as amended, upon consummation of the reverse acquisition of the Company by
(Smart Comm, formerly Woize International Ltd.) as part of the consideration for
the shares of Woize Limited. The Promissory Note was due in December 2007. Both
of the beneficiaries have indicated informally to the Company that they will not
demand payment on the promissory note in light of the Company’s poor financial
condition. The Company has not obtained an extension of the due date in writing
and  there can be no assurance that holder will not call a default
under the promissory note and demand immediate repayment. The Company
anticipates entering into formal discussions with each of the beneficiaries and,
as appropriate the trustee, with a view to modifying the terms of the note in
the near future.




Although
both beneficiaries have recently indicated to the Company that they will not
demand payment on the promissory note and have verbally agreed to rescind, On
January 10th 2009
the Company received a letter of demand from the trustee for payment of the
note. The Company has not yet formally responded to the demand notice however is
in discussion with the beneficiaries of St James Square Nominee.







FORWARD
LOOKING STATEMENTS




This Form
10-Q contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements made
by the Company involved known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially from the forward-looking statements
include, but are not limited to, risks associated with lack of significant
operating history, demand for the Company's products, international business
operations, dependence on licensees, governmental regulations, technological
changes, intense competition and dependence on management. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company's management disclaims any obligation to
forward-looking statements contained herein to reflect any change in the
Company's expectation with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.






15




ITEM
4T: CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act (“Exchange Act”) of 1934,
the Company carried out an evaluation with the participation of the Company’s
management, of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
quarter ended December 31, 2008.  Based upon that evaluation,
management concluded that the Company’s disclosure controls and procedures were
not effective to ensure that information required to be disclosed by the Company
in the reports that the Company files or submits under the Exchange Act, is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to the Company’s management, as appropriate, to allow timely
decisions regarding required disclosure.





Management’s
Report On Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities
Exchange Act of 1934 as a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers and effected by
the company’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:




−
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;−
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the
      company; and−
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.





Based on
its assessment, management concluded that, as of  December 31, 2008,
the Company’s internal control over financial reporting is not effective at the
reasonable assurance level due to the material weaknesses described
below.





In light
of the material weaknesses described below, we performed additional analysis and
other post-closing procedures to ensure our financial statements were prepared
in accordance with generally accepted accounting principles. Accordingly, we
believe that the financial statements included in this report fairly present, in
all material respects, our financial condition, results of operations and cash
flows for the periods presented.





A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or
combination of control deficiencies, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected. Management has identified the following three
material weaknesses which have caused management to conclude that, as
of  December 31, 2008, our disclosure controls and procedures were not
effective at the reasonable assurance level:






16





Failure
to enter into formal software development contracts





During FY
2008, software programmers subcontracted by the Company, submitted claims for
software development fees that management subsequently disputed.  The
disputed claims are now the subject of litigation.  The contracts with
the programmers were not reduced to writing.  Because of the
litigation, all development has ceased and management has written off its
software investment, resulting in an impairment loss of $____.





Failure
to maintain security over intellectual property





The
Company’s operating subsidiary, stored its VoIP software programs on Woize Ltd.
servers.  The subsidiary maintained the servers in an unsecured
location and failed to back-up the VoIP software programs.  In
addition, previous management failed to protect Woize Ltd’s investment in
intellectual property by registering the software programs with appropriate
patent offices.





According
to management, certain contractors seized the servers in retaliation for
nonpayment of their contractual wages.  As a result, the subsidiary
went out-of-business, as it was no longer is able to provide service to its
customers.  In addition, the subsidiary’s assets had to be
written-off.





Failure
to maintain security over assets and to protect those rights results in a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.  Strong security over assets supports critical management
assertions embodied in the financial statements such as existence and
valuation.





Failure
to establish ownership control of intellectual property





The
Company raised capital during FY 2008 in order to further its business
model.  Partial proceeds were used to pay subcontractors for software
development.  Partly because the Company failed to execute software
development contracts and failed to apply for patents on its investments, the
Company is unable to establish ownership rights over the software
developed.  The Company’s subsidiary, Woize Ltd., was declared
bankrupt in Sweden in May 2008.  Since the software ownership rights
are unclear, it may be difficult to determine whether the software is the
property of the Company or is the property of the subsidiary and should be
distributed to its creditors in bankruptcy. The Company will be the largest
creditor in the insolvency of its wholly owned subsidiary.





Failure
to establish ownership over assets results in a reasonable possibility that a
material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis.  Strong ownership
controls over assets prevents a company from reporting assets for which it has
no rights or liabilities for which it has no obligations, which are critical
management assertions embodied in the financial statements.





Changes
in Internal Control over Financial Reporting





No
changes in the Company’s internal control over financial reporting have come to
management’s attention during the Company’s last fiscal quarter that have
materially affected, or are likely to materially affect, the Company’s internal
control over financial reporting.






17










PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




We are
involved in the following threatened or actual legal actions:




We have
been involved in an ongoing dispute with a number of our service providers
regarding certain invoices submitted to us for services allegedly provided by
those service providers. As a result of the dispute, the service providers have
withheld their services and, accordingly, our VoIP system has been unavailable
to our customers since January 2007.  Since that time, we have not
been able to offer a VoIP service on our website. The Woize system, which
delivers our IP-telephone services to end users, became unavailable when the
supplier of our hosting environment terminated its contract with Woize in March
2007.  In addition, at around the same time, other service providers,
to whom Woize subcontracted the development and maintenance of parts of the
Woize system, also terminated their contracts with the Company, or otherwise
withheld services to Woize. In addition, these service providers have refused to
return the development work to Woize which, pursuant to the applicable
agreements, are the property of Woize, and are also holding, and refusing to
release other property belonging to Woize. In aggregate, the various suppliers
are claiming approximately $550,000 from Woize.  We maintain that many
of these claims are not adequately substantiated or are unsupported. We have
provided for these claims in the financial statements set out in Item 1. Woize
received a writ of summons regarding these claims on July 5,
2007.  Negotiations took place between the suppliers and the Company
and, during negotiations; the court action had been settled by mutual agreement
and with court consent (the “Settlement”). Because the Sweden Proceeding
occurred before the Settlement could be finalized and is now frozen because of
the liquidation process therefore, it seems unlikely that any future value will
now be derived from the businesses formally conducted by Woize.





On
October 16, 2007, Woize received a notice of application to obtain a petition to
wind-up Woize in connection with the aforementioned employee claims for unpaid
compensation, which Woize disputes. That petition has so far been resisted and
we intend to do all that is reasonably necessary to avoid the liquidation of
Woize by assisting Woize in its negotiations with the suppliers referred to
above.   Our objective in avoiding Woize’s liquidation is to be
able to restore our VoIP service as well as rebuild investor confidence by
raising new capital to enable the liquidation of Woize to be
avoided.




On August
28, 2006, Woize was notified of a potential claim by a company that processed
credit card payments by end users of Woize's web based VoIP system. The payment
company alleged that it was entitled to penalties we respect to fraudulent use
of credit cards by end users, of which Woize maintains that it has no knowledge.
Woize rebutted the potential claims by letter, dated September 22, 2006. In
April 2007, the payment supplier repeated its allegations and Woize immediately
rebutted again. There has been no further correspondence.





On
November 25, 2004, we were notified of a potential claim of copyright
infringement which was rebutted by letter on November 30, 2004. There has been
no further substantive correspondence in relation to this matter since December
15, 2004.




We are
not involved in any other litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, our
subsidiary or of our company's or our subsidiary's officers or directors in
their capacities as such, in which an adverse decision could have a material
adverse effect; other than as described above.




ITEM
2. RECENT UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




None.


ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None




ITEM
5. OTHER INFORMATION





Effective
October 17, 2008, the Company’s name changed to Smart Comm International Ltd.
and its trading symbol changed to “SCMI”.








18






ITEM
6. EXHIBITS


Exhibit 
      Number
                        
                        Description31.1*
                        
                        Certification
      by Chief Executive Officer (Principal Executive Officer) required by Rule
      13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2*
                        
                        Certification
      by Chief Financial Officer (Principal Financial Officer) required by Rule
      13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1*
                        
                        Certification
      by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of The
      United States Code, promulgated pursuant to Section 906 Of the
      Sarbanes-Oxley Act of 200232.2*
                        
                        Certification
      by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of The
      United States Code, promulgated pursuant to Section 906 Of the
      Sarbanes-Oxley Act of
2002




* Filed
Herewith









19









SIGNATURES




Pursuant
to the requirements 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.






Smart
      Comm International Ltd.Date:
      March 26, 2009
                By:
                /s/ Daniel
      SavinoDaniel
      Savino
                  Chief
      Executive Officer




By:
                /s/ Martin
      ThorpMartin
      Thorp
                  Chief
      Financial Officer