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: June 30, 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




Woize
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
August 18, 2008, 81,005,280 shares of common stock (par value $.001) were issued
and outstanding and no shares of preferred stock were issued and / or
outstanding.


1




WOIZE
INTERNATIONAL LTD.


Index to
Form 10-Q










PART
      1 -- FINANCIAL INFORMATION
            
            
            PageItem
      1. Financial Statements:
            
            
            3Item
      2. Management's Discussion and Analysis or Plan of
    Operations
            
            
            19Item
      3. Quantitative and Qualitative Disclosures about Market
    Risk
            
            
            20Item
      4T.  Controls and Procedures
            
            
            21PART
      II - OTHER INFORMATION
            
            
            22Item
      1. Legal Proceedings
            
            
            22Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            
            
            22Item
      3. Default Upon Senior Securities
            
            
            22Item
      4. Submission of Matters to a Vote of Security Holders
            
            
            22Item
      5 Other Information
            
            
            22Item
      6. Exhibits
            
            
            23Signatures
            
            
            24





2





WOIZE
INTERNATIONAL LTD. AND SUBSIDIARY


CONDENSED
CONSOLIDATED BALANCE SHEETS








June
      30
            
            
            March
      31,2008
            
            
            2008(unaudited)
            
            
            (Note
      1)ASSETSCURRENT
      ASSETSCash
            $
            -
            
            
            $
            53,213Accounts
      and notes receivable:Trade
      receivable, net
            
            140,257
            
            
            
            -Due
      from related party
            
            214,692
            
            
            
            -Inventory,
      finished goods
            
            36,560
            
            
            
            -Advance
      to merger candidate
            
            -
            
            
            
            200,000Assets
      of a bankrupt subsidiary
            
            -
            
            
            
            77,898TOTAL
      CURRENT ASSETS
            
            391,509
            
            
            
            331,111EQUIPMENT   (Note
      3)
            
            15,617
            
            
            
            -INTANGIBLE ASSETS(Note
      4)
            
            529,565
            
            
            
            -TOTAL
      ASSETS
            $
            936,691
            
            
            $
            331,111LIABILITIES
      & STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      and notes payable:Accounts
      payable
            $
            589,143
            
            
            $
            55,173Bank
      overdrafts
            
            51,682
            
            
            
            -Related
      party payables
            
            68,000
            
            
            
            40,655Promissory
      note payable, related party, in default
            
            1,500,000
            
            
            
            1,500,000Accrued
      liabilities
            
            128,284
            
            
            
            128,210Liabilities
      of a bankrupt subsidiary
            
            -
            
            
            
            1,674,616TOTAL
      CURRENT LIABILITIES
            
            2,337,109
            
            
            
            3,398,654COMMITMENTS
      AND CONTINGENCIES
            
            -
            
            
            
            -STOCKHOLDERS'
      DEFICITCommon
      Stock
            
            107,588
            
            
            
            95,255Capital
      in excess of par value
            
            2,649,928
            
            
            
            2,393,521Subscription
      receivable
            
            (110,000
            )
            
            
            -Accumulated
      deficit
            
            (4,092,550
            )
            
            
            (5,576,894
            )Accumulated
      other comprehensive income
            
            44,616
            
            
            
            20,575TOTAL
      STOCKHOLDERS’ DEFICIT
            
            (1,400,418
            )
            
            
            (3,067,545
            )
      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
            $
            936,691\
            
            
            $
            331,111




See
accompanying notes to consolidated financial statements


3


WOIZE INTERNATIONAL LTD. AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)






Three
      months ended June 30,2008
            
            
            2007REVENUE
            
            $
            66,102
            
            
            $
            -COST
      OF SALES
            
            
            54,773
            
            
            
            -GROSS
      PROFIT (LOSS)
            
            
            11,329
            
            
            
            -OPERATING
      EXPENSESDepreciation
      of tangible assets
            
            
            1,369
            
            
            
            -Amortization
      of intangible assets
            
            
            24,415
            
            
            
            46,521Legal,
      audit, professional and consultancy
            
            
            8,292
            
            
            
            38,816General
      development costs
            
            
            -
            
            
            
            -Marketing
      and promotion
            
            
            9,853
            
            
            
            -General
      and administrative
            
            
            47,443
            
            
            
            8,423(80,043
            )
            
            
            (93,760
            )INTEREST
      EXPENSE
            
            
            (7,970
            )
            
            
            (28,851
            )LOSS
      FROM CONTINUING OPERATIONS BEFOREPROVISION
      FOR INCOME TAXES
            
            
            (88,013
            )
            
            
            (122,611
            )PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            
            -LOSS
      FROM CONTINUING OPERATIONS
            
            
            (88,013
            )
            
            
            (122,611
            )DISCONTINUED
      OPERATIONSLoss
      on disposal of subsidiary Company
            
            
            (2,151,039
            )
            
            
            (255,467
            )NET
      LOSS
            
            $
            (2,239,052
            )
            
            $
            (378,078
            )BASIC
      AND DILUTED NET LOSS PER SHARE:LOSS
      FROM CONTINUING OPERATIONS
            
            $
            (0.00
            )
            
            $
            (0.00
            )LOSS
      FROM DISCONTINUED OPERATIONS, NET OF TAX
            
            
            (0.02
            )
            
            
            (0.01
            )NET
      LOSS
            
            $
            (0.02
            )
            
            $
            (0.01
            )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
            
            
            98,630,280
            
            
            
            60,017,735








See
accompanying notes to consolidated financial statements


4







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




Three
      months ended June 30,2008
            
            
            2007Net
      cash used in operating activities
            
            
            (200,409)
            
            
            
            (50,655)INVESTING
      ACTIVITIESPurchases
      of equipment
            
            
            (16,986)
            
            
            
            -Net
      cash investing activities
            
            
            (16,986)
            
            
            
            --CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock
            
            
            112,500
            
            
            
            90,000Net
      cash provided by financing activities
            
            
            112,500
            
            
            
            90,000EFFECT
      OF FOREIGN EXCHANGE ON CASH BALANCES
            
            
            -
            
            
            
            (22,296)INCREASE
      (DECREASE) IN CASH DURING THE PERIOD
            
            
            (104,895)
            
            
            
            17,049CASH,
      beginning of period
            
            
            53,213
            
            
            
            5,885CASH,
      end of period
            
            $
            (51,682)
            
            
            $
            22,934Supplemental
      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
            
            $
            46,240
            
            
            
            -


See
accompanying notes to consolidated financial statements








5


WOIZE
INTERNATIONAL LTD. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT


For the
three months ended June 30, 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
            
            
            
            (3,067,545
            )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
            
            
            
            38,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            40,000Stock
      warrants issued for the acquisition of Smart Devices Inc.
            
            
            -
            
            
            
            -
            
            
            
            6,240
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            6,240Elimination
      of  disposed subsidiary
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            3,723,396
            
            
            
            24,360
            
            
            
            3,747,756Comprehensive
      loss:Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,239,052)
            
            
            
            -
            
            
            
            (2,239,052)Foreign
      currency translation loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (319)
            
            
            
            (319)Balance,
      June 30, 2008
            
            
            107,588,613
            
            
            $
            107,588
            
            
            $
            2,649,928
            
            
            $
            (110,000)
            
            
            $
            (4,092,550
            )
            
            $
            44,616
            
            
            $
            (1,400,418)



















6


Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008 (Unaudited)







1.
            BASIS
      OF PRESENTATION




The
accompanying condensed consolidated balance sheet as of March 31, 2008 has been
derived from audited financial statements and the accompanying unaudited
condensed consolidated financial statements as of June 30, 2008 and for the
three months ended June 30, 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. They do not include all of the information and
footnotes for complete consolidated financial statements as required by GAAP. 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.





The
results of operations for the three months ended June 30, 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





2.
            ORGANIZATION





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, 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 was forced into bankruptcy in May 2008.  As a result, the
Company has become a public shell company with no
operations.  Subsequent to the subsidiary’s bankruptcy, the Company
acquired a private company in the mobile communication device
business.




The
accompanying consolidated financial statements of Woize International Ltd.
have been prepared assuming the Company will continue as a going concern.
However, the Company incurred a net loss of $2,239,052 as at June 30, 2008 which
included a loss of $2,151,039 on disposal of a subsidiary Company. At June 30,
2008, current liabilities exceeded current assets by $ 1,945,600.  The
Company is in default under the terms of a $1.5 million related party promissory
note.




7




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
consolidated 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.





3.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
accounting




The
accounts are maintained and the consolidated financial statements have been
prepared using the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of
America.




Principles
of consolidation




The
consolidated financial statements include the accounts of Woize International,
Ltd., and its wholly-owned subsidiary, Smart Devices Ltd acquired on June 2,
2008 All significant intercompany transactions and balances have been eliminated
in consolidation.




The
Company did not consolidate its wholly-owned subsidiary Woize Ltd. as control
subsidiary no longer rests with the Company because the subsidiary is in
bankruptcy. The loss on disposal of the subsidiary was $2,151,039 for the three
months ended June 30, 2008.  See footnote 9.





Reclassifications




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





Use of
estimates




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




Cash and
cash equivalents




The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents. At June 30, 2008, the Company had
no such investments.




Equipment




Equipment
is recorded at cost. Expenditures for maintenance and repairs are expensed as
incurred. Depreciation of equipment is provided using the straight-line method
over the estimated useful life of 3 years.




Impairment
of long-lived assets




The
Company reviews its long-lived assets and certain identifiable intangibles for
impairment when events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amounts of the assets to
future net cash flows expected to be generated by the assets. If such assets are
considered impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceed the fair value of the assets
based on estimated future cash flows.




8




Discontinued
operations





Discontinued
operations are presented pursuant to SFAS No. 144,Accounting for the Impairment or
Disposal of Long-Lived Assets (as amended). The Company
reports businesses or asset groups asdiscontinuedoperations when they commit to a plan to divest the
business or asset group and it is deemed probable within the next 12
months.





Inventory





Inventory
is valued at the lower of cost and net realizable value, after making due
allowance for obsolete and slow moving items.





Intangible
Assets





Amortization
is provided using the following rates:




Website
            33% straight
      lineCustomer
      base
            20% straight
      lineSupplier
      base
            20% straight
      line











9







Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008 (Unaudited)







Revenue
recognition




The
Company’s principal business activity primarily comprises the sale of mobile
electronic communication devices and other related equipment to third
parties.





Revenue
is recognized when delivery has occurred and when collectability is reasonably
assured..





Income
taxes




Deferred
income taxes are determined using the liability method in accordance with SFAS
No. 109,Accounting for Income
Taxes . Deferred income tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred income taxes are measured using enacted tax rates
expected to apply to taxable operations in years in which such temporary
differences are expected to be recovered or settled. The effect on deferred
income taxes of a change in tax rates is recognized in the consolidated
statement of operations of the period that includes the enactment date. In
addition, a valuation allowance is established to reduce any deferred tax asset
for which it is determined that it is more likely than not that some portion of
the deferred tax asset will not be realized.




Translation
of foreign currencies




The
Company's functional currency is the British pound. All assets and liabilities
in the consolidated balance sheet are translated at year-end or historical
blended exchange rates. All revenues and expenses in the consolidated statements
of loss and comprehensive loss are translated at average exchange
rates for the year. Translation gains and losses are not included in determining
net loss, but are shown in accumulated other comprehensive income in the
stockholders' deficit section of the consolidated balance sheets.




Comprehensive
loss




The
Company reports comprehensive income (loss) in accordance with the
provisions of SFAS No. 130,Reporting Comprehensive Income . Comprehensive income (loss)
consists of net loss and foreign currency translation adjustments and is
presented on the consolidated statements of stockholders deficit.




Loss per
share




The
Company computes earnings per share in accordance with SFAS No. 128,Earnings Per Share. SFAS No.
128 provides for the calculation of basic and diluted earnings per share. Basic
earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution of securities that could share in the earnings of the Company. The
impact of common stock warrants totaling 21,907,691 did not impact earnings per
share as they were anti-dilutive, therefore basic and dilutive earnings per
share are the same.




10




Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008 (Unaudited)






Concentrations
of credit risk, allowance for bad debt




Financial
instruments which potentially subject the Company to concentrations of credit
risk consist of cash and accounts receivable. The Company continually evaluates
the credit worthiness of counterparties and only transacts with counterparties
that are believed to be of high credit quality. The Company evaluates the
collectability of its accounts receivable based on a combination of factors. In
circumstances where the Company is aware of a specific customer's inability to
meet its financial obligations, the Company records a specific reserve for bad
debts against amounts due. At June 30, 2008, no reserve allowance was deemed
necessary as management believes the accounts receivable to be fully
collectible.




Fair
value of financial instruments




In
accordance with the reporting requirements of SFAS No. 107,Disclosures About Fair Value of
Financial Instruments, the Company calculates the fair value of its
assets and liabilities which qualify as financial instruments under this
statement and includes this additional information in the notes to consolidated
financial statements when the fair value is different than the carrying value of
these financial instruments. The estimated fair value of accounts receivable,
accounts payable and accrued liabilities and deferred revenue approximate their
carrying amounts due to the relatively short maturity of these
instruments.





Share-based
Payment Arrangements





Effective
January 1, 2006, the Company adopted SFAS No. 123R,Share-based payment, which
requires that compensation related to all stock-based awards, including stock
options and restricted common stock, be measured based on their estimated
grant-date fair value and recognized into expense over the period in which the
share-based compensation is earned (“requisite service period”). The Company
used the modified prospective application method in adopting SFAS No. 123R,
whereby the estimated fair value of unvested stock awards granted prior to
January 1, 2006 was recognized as compensation expense in periods
subsequent to December 31, 2005. The Company has estimated expected
forfeitures, as required by SFAS No. 123R, and is recognizing compensation
expense only for those awards expected to vest. The Company records compensation
expense for the grant date fair value of option awards over the service period
as the option vests.




In light
of the significant judgment used by management in establishing revised
measurement dates, alternative approaches to those used by us could have
resulted in different stock-based compensation expenses than those recorded in
the consolidated financial statements. We considered various alternative
approaches and believe that the approaches used were the most appropriate under
the circumstances.








Recent
accounting pronouncements





In 2008,
the Securities and Exchange Commission (the “SEC”) adopted rule amendments that
replace the category of “Small Business Issuers” with a broader category of
“Smaller Reporting Companies.”  Under these rules, a "Smaller Reporting
Company" is a company with a public float less than $75,000,000 (measured at end
of Q2).  Companies that meet this definition are able to elect "scaled
disclosure standards" on an item-by-item or "a-la-carte" basis.  With this
change, the SEC has streamlined and simplified reporting for many companies, and
has not added any significant disclosure requirements.







11







Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008 (Unaudited)






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 should not have a 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 to 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.




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
should not have a 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.




The
current Company policy classifies any interest recognized on an underpayment of
income taxes as interest expense and classifies any statutory penalties
recognized on a tax position taken as selling, general and administration
expense. There were no interest or selling, general and administrative expenses
accrued or recognized related to income taxes for the year ended June 30, 2008.
The Company has not taken a tax position that would have a material effect on
the financial under FIN 48. It is determined not to be reasonably possible for
the amounts of unrecognized tax benefits to significantly increase or decrease
within 12 months of the adoption of FIN 48. The Company is currently subject to
a three year statute of limitations by major tax jurisdictions.






12










Woize
International Ltd. and Subsidiaries


NOTES
TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008


(unaudited)




4.
EQUIPMENT




June
      30,
              2008
            
            March
      31
              2008Equipment
      - at cost
            
            $
            94,437
            
            $Less:
      Accumulated depreciation
            
            
            78,820Equipment,
      net
            
            $
            15,617
            
            $
            nil




5.
INTANGIBLE ASSETS




June
      30,
            
            March
      31,2008
            
            2008Website
            
            $
            171,962
            
            $Customer
      base
            
            
            190,000Supplier
      base
            
            
            190,000Goodwill
            
            
            142,960694,922Less:
      Accumulated amortization
            
            
            165,357Intangible
      assets net
            
            $
            529,565
            
            $
            nil







13







Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008 (Unaudited)





6.
STOCKHOLDERS’ EQUITY




Common
stock





We made
the following issuances of the Company’s common stock during the three months
ended June 30, 2008






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.  The shares have not yet
      been issued.





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.  As of June 30, 2008, proceeds amounting to $65,000
      had been received and $110,000 was recorded as stock subscription
      receivable.  Pursuant to the placing terms, the common stock
      will be sold at a price of $0.02 per share. The shares have not yet been
      issued.





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 $40,000 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.  See footnote
8.























14







Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008








Warrants


a.
            During
      the quarter ended June 30, 2008 as part of the acquisition price of Smart
      Devices Ltd. the Company 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
      or at $0.031 per share.








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
















15







Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008 (Unaudited)






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 June 30, 2008
            
            
            21,907,691
            
            
            $
            0.09-0.40
            
            
            $
            0.30
            
            
            3.92
      yrs.
            
            
            $
            1,972,855Vested
      and exercisable at
              June
      30, 2008
            
            
            21,907,691
            
            
            $
            0.09-0.40
            
            
            $
            0.30
            
            
            3.92
      yrs.
            
            
            $
            1,972,855








As of
June 30, 2008, share based payment expense to be recognized in future periods
totaled $nil.







7.  INCOME
TAXES




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





June
      30,
              2008
            
            
            June
      30,
              2007U.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%




16







Woize
International Ltd. and Subsidiary


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008 (Unaudited)




8.
            Acquisition
      of Smart Devices Ltd.








On
February 15, 2008, the Company entered into a Heads of Agreement for the
acquisition of the entire share capital of Smart Devices Limited (“Smart”), a
privately held company that is incorporated under the laws of the United
Kingdom, which is engaged in the distribution of hand held portable
communication devices, and its sole shareholder and managing director, Mr. Keith
France. In connection therewith, the Company issued to Smart a secured
convertible note in the principal amount of $200,000. The note is secured by all
of the assets of Smart and is convertible into shares of Smart at the closing of
the contemplated acquisition. In the event the acquisition is not completed, the
principal amount of the note together with interest accruing on a daily basis at
a rate of 20% per annum shall be payable upon demand by Woize.





Initially,
the acquisition of Smart provided a route to market for our software products in
Woize Ltd.  Smart’s network, existing customer base and ‘shop-front’
website provided an attractive distribution capability through which to
cross-sell Woize services, packaged or with mobile communication
devices.  Despite the subsequent bankruptcy of Woize Ltd. the Company
maintains its’ core strategy to use Smart as a distribution capability and is
currently identifying other software services that can be ‘bundled’ with mobile
communication devices.





On May
14, 2008, the Company entered into a Stock Acquisition Agreement with Keith
France pursuant to which the Company acquired two shares of Smart Devices
Limited (“Smart Devices”), representing the entire issued and outstanding shares
of Smart Devices.  In consideration for the Smart Devices shares, the
Company agreed to (A) the issuance of 2,000,000 shares of its common stock (the
“Woize Shares”), (B) the issuance of a five year warrant to purchase 200,000
shares of common stock of the Company at a price of $0.10 per share, (C) the
payment of £60,000 approximately USD ($118,000) payable in 24 equal monthly
installments and (D) the loan convertible into shares of Smart totaling
$200,000.  The Company also granted to Mr. France piggy-back
registration rights in connection with the Woize Shares. The acquisition closed
on June 2, 2008.  Smart Devices’ results of operations from June 2,
2008 through June 30, 2008 have been included in the consolidated financial
statements.





The
estimated aggregate purchase price was $364,240. Below is a summary of the total
purchase price:





Cash
            
            $
            118,000Fair
      value of  2,000,000 common stock
            
            
            40,000Fair
      value of  200,000 warrants
            
            
            6,240Loan
            
            
            200,000Total
      purchase price
            
            $
            364,240





The
amount paid by the Company for its investment in Smart Devices included (a) the
original secured convertible loan of $200,000, which has subsequently been
converted into share capital and (b) the value of the consideration payable to
Mr. France which has been valued at an additional $264,240, as shown in the
table above.  The Company believes that the excess of the value of the
purchase consideration over the estimated net liabilities represents the
goodwill inherent in the business of Smart Devices, represented by its customer
and supplier base and management team and its commercial web site.




We
continue to evaluate the purchase price allocation for the Smart acquisition,
including intangible assets, contingent liabilities and property, plant and
equipment.  The following table represents the tentative purchase
price allocation to the estimated fair value of the assets acquired and
liabilities assumed:




17




As
      of June 2, 2008Accounts
      receivable
            
            $
            135,844Inventories
            
            
            28,634Property,
      plant and equipment
            
            
            81,482Website
            
            
            171,962Customer
      base
            
            
            190,000Supplier
      base
            
            
            190,000Goodwill
            
            
            142,960Total
      assets acquired
            
            $
            940,882Short-term
      bank loan
            
            $
            126,222Accounts
      payable and accrued liabilities
            
            
            246,834Long-term
      payables
            
            
            203,586Total
      liabilities assumed
            
            
            576,642Net
      assets acquired
            
            $
            364,240







The
following unaudited pro forma financial information for the Company gives effect
to the 2008 acquisition as if they had occurred on April 1, 2008. These pro
forma results do not purport to be indicative of the results of operations which
actually would have resulted had the acquisitions occurred on such date or to
project the Company’s results of operations for any future period.





For
      the three months ended June 30, 2008Pro
      forma revenues
            
            $
            248,200Pro
      forma net income
            
            
            (115,883)Pro
      forma earnings per common share — net incomeBasic
            
            $
            (0.00)Weighted
      average common shares outstandingBasic
            
            
            98,630,280





9.  DISCONTINUED
OPERATIONS





Woize
Ltd. was placed into receivership in May 2008.  As a result, the
Company 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 June 30,2008
            
            
            2007Net
      revenues
            
            $
            -
            
            
            $
            11,953Loss
      from operations of Woize Ltd
            
            
            -
            
            
            
            (255,467)Loss
      on disposal of Woize Ltd.
            
            
            (2,151,039)Loss
      before provision for income taxes from discontinued
    operations
            
            
            (2,151,039)
            
            
            
            (255,467)Provision
      for income taxes
            
            
            —
            
            
            
            -Loss
      from discontinued operations of Woize Ltd.
            
            $
            (2,151,039)
            
            
            $
            (255,467)






18





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”), 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.





Smart
Devices is a privately held company that is governed by laws of England and
Wales and is engaged in the distribution of hand held portable communication
devices.





As a
consequence of the bankruptcy of Woize, the Company has reported the results of
Woize as “discontinued operations” in the financial statements in our annual
reports on Form 10-KSB for the year ended March 31, 2008 and 2007.  In
addition, we will not be including Woize in the financial statements in this
quarterly filing for the period ended June 30, 2008.   The effect of
reporting Woize 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




Three
months ended June 30, 2008 compared to the three months ended June 30,
2007




The
Company recorded a consolidated net loss of $2,220,509_____ for the three months
ended June 30, 2008 as compared to $355,782 for the three months ended June 30,
2007. The increase in net loss was mainly a result of  a disposal of a
subsidiary Company._____.




During
the three months ended June 30, 2008, revenues totaled $66,102____compared to
$11,953 for the three months ended June 30, 2007.




A
positive gross margin of_$11,329__ was recorded for the three months ended June
30, 2008 compared to a negative margin of $(21,454) for the three months ended
June 30, 2007.




Costs and
expenses (excluding the loss on disposal of subsidiary of $2,132,177 ) decreased
to $_88,332____in the three months ended June 30, 2008 compared to $ 526,052 in
the three month period ended June 30, 2007.




19




Three
months ended June 30, 2008 compared to the three months ended June 30,
2007
 
 The
Company recorded a consolidated net loss of $2,239,052 for the three months
ended June 30, 2008 as compared to $355,782 for the three months ended June 30,
2007. The increase in net loss was mainly a result of a disposal of a subsidiary
Company.
 
 During
the three months ended June 30, 2008, revenues totaled $66,102 compared to nil
for the three months ended June 30, 2007.
 
 A
positive gross margin of $11,329 was recorded for the three months ended June
30, 2008 compared to nil for the three months ended June 30, 2007.
 
 Costs and
expenses (excluding the loss on disposal of subsidiary of $2,151,039) decreased
to $154,115 in the three months ended June 30, 2008 compared to $122,611 in the
three month period ended June 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 June 30, 2008 was $ (4,092,550).
 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 $ 0 as of June 30, 2008 compared to $ 22,934 as of June 30,
2007.
  Net cash
used in operating activities for the three months ended June 30, 2008, was
$112,500 compared to $50,655 for the three months ended June 30,
2007.
  For the
three months ended June 30, 2008, cash flows used in investing activities was $
50,000compared to $0 for the three months ended June 30, 2007. The increase is
due to the acquisition of Smart Devices Ltd.
  For the
three months ended June 30, 2008, cash flows from financing activities was
$112,500 representing 1,583,333 shares of common stock for aggregate proceeds of
$47,500 and 8,750,000 shares of common stock for aggregate proceeds of $175,000,
of which $65,000 had been received as at June 30. 2008 compared to $90,000
representing the part of proceeds received in the period from a private placing
of 6,500,000 shares of common stock for the three months ended June 30, 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.
  At June
30, 2008, The Company had a working capital deficit of $1,945,600 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.


20







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 June 30, 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 June 30, 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 June 30, 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 June
30, 2008, our disclosure controls and procedures were not effective at the
reasonable assurance level:





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 $532,132.





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.





21







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




1.
            On
      April 23, 2008, the Company sold 1,583,333 shares of common stock to
      investors 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.  The shares have not yet been
  issued.





2.
            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.  As of July 3, 2008, proceeds amounting to $65,000 had
      been received.  Pursuant to the placing terms, the common stock
      will be sold at a price of $0.02 per share.  The shares have not
      yet been issued.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None




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




None




ITEM
5. OTHER INFORMATION


22




ITEM
6. EXHIBITS






Exhibit
              Number
            Description3.1
            Amended
      Bylaws (Incorporated by reference to the Company’s annual report on Form
      10-KSB for the year ended March 31, 2008 filed with the SEC on July 14,
      2008)4.1
            Stock
      Purchase Agreement between Woize International Ltd. and Keith France dated
      as of May 14, 2008 (Incorporated by Reference to the Company’s current
      report filed on Form 8-K, filed with the SEC on June 5,
    2008)31.1*
            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









23









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.






Woize
      International Ltd.Date:
      August 19, 2008
            By:
            /s/ 
      Daniel SavinoDaniel
      Savino
              Chief
      Executive Officer




By:
            /s/ Martin
      ThorpMartin
      Thorp
              Chief
      Financial Officer













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