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: SEPTEMBER  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




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
November 11, 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






WOIZE
INTERNATIONAL LTD.


Index to
Form 10-QSB










PART
      1 -- FINANCIAL INFORMATION
                                PageItem
      1. Financial Statements:
                                2Item
      2. Management's Discussion and Analysis or Plan of
    Operations
                                14Item
      3. Quantitative and Qualitative Disclosures about Market
    RiskItem
      4T.  Controls and Procedures
                                16PART
      II - OTHER INFORMATIONItem
      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





WOIZE
INTERNATIONAL LTD. AND SUBSIDIARY


CONDENSED
CONSOLIDATED BALANCE SHEETS





September
      30,
                                                                                                      
                                                                                                      
                                                                                                      March
      31,2008
                                                                                                      
                                                                                                      
                                                                                                      2008(unaudited)
                                                                                                      
                                                                                                      
                                                                                                      (Note
      2)ASSETSCURRENT
      ASSETSCash
                                                                                                      
                                                                                                      $
                                                                                                      819
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      53,213Accounts
      and notes receivable:Trade
      receivable, net
                                                                                                      
                                                                                                      
                                                                                                      156,252
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Inventory,
      finished goods
                                                                                                      
                                                                                                      
                                                                                                      54,808
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Advance
      to merger candidate
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      200,000Assets
      of a bankrupt subsidiary
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      77,898TOTAL
      CURRENT ASSETS
                                                                                                      
                                                                                                      
                                                                                                      211,879
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      331,111TANGIBLE ASSETS (Note
      3)
                                                                                                      
                                                                                                      
                                                                                                      3,028
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -INTANGIBLE ASSETS(Note
      4)
                                                                                                      
                                                                                                      
                                                                                                      585,567
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -TOTAL
      ASSETS
                                                                                                      
                                                                                                      $
                                                                                                      800,474
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      331,111LIABILITIES
      & STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      and notes payable:Accounts
      payable
                                                                                                      
                                                                                                      $
                                                                                                      508,854
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      55,173Related
      party payables
                                                                                                      
                                                                                                      
                                                                                                      68,000
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      40,655Promissory
      note payable, related party, in default
                                                                                                      
                                                                                                      
                                                                                                      1,500,000
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,500,000Accrued
      liabilities
                                                                                                      
                                                                                                      
                                                                                                      109,482
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      128,210Liabilities
      of a bankrupt subsidiary
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,674,616TOTAL
      CURRENT LIABILITIES
                                                                                                      
                                                                                                      
                                                                                                      2,186,336
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      3,398,654COMMITMENTS
      AND CONTINGENCIES
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -STOCKHOLDERS'
      DEFICITCommon
      Stock
                                                                                                      
                                                                                                      
                                                                                                      107,588
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      95,255Capital
      in excess of par value
                                                                                                      
                                                                                                      
                                                                                                      2,729,928
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      2,393,521Accumulated
      deficit
                                                                                                      
                                                                                                      
                                                                                                      (4,267,994
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (5,576,894
                                                                                                      )Accumulated
      other comprehensive income
                                                                                                      
                                                                                                      
                                                                                                      44,616
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      20,575TOTAL
      STOCKHOLDERS’ DEFICIT
                                                                                                      
                                                                                                      
                                                                                                      (1,385,862
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (3,067,543
                                                                                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                                                                                      
                                                                                                      $
                                                                                                      800,474
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      331,111




See
accompanying notes to consolidated financial statements


3


WOIZE INTERNATIONAL LTD. AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)




Three
      months ended September 30
                                                                        
                                                                        
                                                                        Six months ended September
      30,2008
                                                                        
                                                                        
                                                                        2007
                                                                        
                                                                        
                                                                        2008
                                                                        
                                                                        
                                                                        2007REVENUE
                                                                        
                                                                        $
                                                                        421,109
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        487,211
                                                                        
                                                                        
                                                                        $
                                                                        -COST
      OF SALES
                                                                        
                                                                        
                                                                        323,527
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        378,300
                                                                        
                                                                        
                                                                        
                                                                        -GROSS
      PROFIT (LOSS)
                                                                        
                                                                        
                                                                        97,582
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        108,911
                                                                        
                                                                        
                                                                        
                                                                        -EXPENSESDepreciation
      of tangible assets
                                                                        
                                                                        
                                                                        498
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        1,867
                                                                        
                                                                        
                                                                        
                                                                        -Amortization of intangible assets
                                                                        
                                                                        
                                                                        34,276
                                                                        
                                                                        
                                                                        
                                                                        46,522
                                                                        
                                                                        
                                                                        
                                                                        58,691
                                                                        
                                                                        
                                                                        
                                                                        93,042Legal, audit, professional and consultancy
                                                                        
                                                                        
                                                                        69,015
                                                                        
                                                                        
                                                                        
                                                                        49,170
                                                                        
                                                                        
                                                                        
                                                                        77,307
                                                                        
                                                                        
                                                                        
                                                                        155,287General development costs
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Marketing and promotion
                                                                        
                                                                        
                                                                        8,002
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        17,855
                                                                        
                                                                        
                                                                        
                                                                        -General
      and administrative
                                                                        
                                                                        
                                                                        138,821
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        186,264
                                                                        
                                                                        
                                                                        
                                                                        17,704(153,030
                                                                        )
                                                                        
                                                                        
                                                                        (95,692
                                                                        )
                                                                        
                                                                        
                                                                        (233,073
                                                                        )
                                                                        
                                                                        
                                                                        (266,033
                                                                        )INTEREST
      EXPENSE
                                                                        
                                                                        
                                                                        (22,414
                                                                        )
                                                                        
                                                                        
                                                                        (31,430
                                                                        )
                                                                        
                                                                        
                                                                        (30,384
                                                                        )
                                                                        
                                                                        
                                                                        (58,007
                                                                        )LOSS
      FROM CONTINUING OPERATIONS BEFOREPROVISION
      FOR INCOME TAXES
                                                                        
                                                                        
                                                                        (175,444
                                                                        )
                                                                        
                                                                        
                                                                        (127,122
                                                                        )
                                                                        
                                                                        
                                                                        (263,457
                                                                        )
                                                                        
                                                                        
                                                                        (324,040
                                                                        )PROVISION
      FOR INCOME TAXES
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -LOSS
      FROM CONTINUING OPERATIONS
                                                                        
                                                                        $
                                                                        (175,444
                                                                        )
                                                                        
                                                                        $
                                                                        (127,122
                                                                        )
                                                                        
                                                                        $
                                                                        (263,457
                                                                        )
                                                                        
                                                                        $
                                                                        (324,040
                                                                        )DISCONTINUED
      OPERATIONSLoss
      on disposal of subsidiary company
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (88,072
                                                                        )
                                                                        
                                                                        
                                                                        (2,151,039
                                                                        )
                                                                        
                                                                        
                                                                        (246,937
                                                                        )NET
      LOSS
                                                                        
                                                                        $
                                                                        (175,444
                                                                        )
                                                                        
                                                                        $
                                                                        (215,194
                                                                        )
                                                                        
                                                                        $
                                                                        (2,414,496
                                                                        )
                                                                        
                                                                        $
                                                                        (570,977
                                                                        )BASIC
      AND DILUTED NET LOSS PER SHARE:LOSS
      FROM CONTINUING OPERATIONS
                                                                        
                                                                        $
                                                                        (0.00
                                                                        )
                                                                        
                                                                        $
                                                                        (0.00
                                                                        )
                                                                        
                                                                        $
                                                                        (0.00
                                                                        )
                                                                        
                                                                        $
                                                                        (0.00
                                                                        )LOSS
      FROM DISCONTINUED OPERATIONS, NET OF
                                                                          TAX
                                                                        
                                                                        
                                                                        (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
                                                                        
                                                                        
                                                                        
                                                                        61,871,947
                                                                        
                                                                        
                                                                        
                                                                        92,255,280
                                                                        
                                                                        
                                                                        
                                                                        60,944,841






See
accompanying notes to consolidated financial statements


4




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




Six
      months ended September30,2008
                          
                          
                          2007Net
      cash used in operating activities
                          
                          
                          (239,908
                          )
                          
                          
                          (302,037
                          )INVESTING
      ACTIVITIESPurchases
      of equipment
                          
                          
                          (16,986
                          )
                          
                          
                          -Net
      cash investing activities
                          
                          
                          (16,986
                          )
                          
                          
                          --CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock
                          
                          
                          202,500
                          
                          
                          
                          314,985Proceeds
      from short term loan
                          
                          
                          -
                          
                          
                          
                          72,460Net
      cash provided by financing activities
                          
                          
                          202,500
                          
                          
                          
                          387,445EFFECT
      OF FOREIGN EXCHANGE ON CASH BALANCES
                          
                          
                          -
                          
                          
                          
                          (47,973
                          )INCREASE
      (DECREASE) IN CASH DURING THE PERIOD
                          
                          
                          (52,394
                          )
                          
                          
                          37,435CASH,
      beginning of period
                          
                          
                          53,213
                          
                          
                          
                          5,885CASH,
      end of period
                          
                          $
                          819
                          
                          
                          $
                          43,320Supplemental
      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


WOIZE
INTERNATIONAL LTD. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT


For the
six months ended September 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
                
                
                $
                (3,067,543)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:Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2.414,496)
                
                
                
                -
                
                
                
                (2,414,496)Foreign
      currency translation loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (319)
                
                
                
                (319)Total
      comprehensive loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,414,815)Balance,
      September 30, 2008
                
                
                107,588,613
                
                
                $
                107,588
                
                
                $
                2,729,928
                
                
                $
                0
                
                
                $
                (4,267,994
                )
                
                $
                44,616
                
                
                $
                (1,385,862)













See
accompanying notes to consolidated financial statements








6
 Woize
International Ltd. and Subsidiary
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)





1.
            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 $2,414,496 during the six months
ended September 30, 2008 which included a loss of $2,151,039 on disposal of a
subsidiary Company. At September 30, 2008, current liabilities exceeded current
assets by $ 1,974,457.  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
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.




2.
            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 September 30, 2008 and for the
three and six months ended September 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.


7
 Woize
International Ltd. and Subsidiary
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)





The
results of operations for the three and six months ended September 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





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.





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.





In May,
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles", ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). SFAS No. 162 will be effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board's
amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles". The FASB has stated that it does not
expect SFAS No. 162 will result in a change in current practice. The application
of SFAS No. 162 will have no effect on the Company's financial position, results
of operations or cash flows.





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.


8
 Woize
International Ltd. and Subsidiary
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)





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.
            TANGIBLE
      ASSETS




Tangible
assets consisted of the following:





September
      30,
                                2008
                                (unaudited)
                              
                              
                              March
      31
                                2008
                                (Note
      2)Equipment
      - at cost
                              
                              $
                              33,711
                              
                              
                              $
                              -Less:
      Accumulated depreciation
                              
                              
                              30,683
                              
                              
                              
                              -Equipment,
      net
                              
                              $
                              3,028
                              
                              
                              $
                              -




5.
            INTANGIBLE
    ASSETS




Intangible
assets consisted of the following:





September
      30,
                          
                          
                          March
      31,2008
                            (Unaudited)
                          
                          
                          2008
                            (Note
      2)Website
                          
                          $
                          155,178
                          
                          
                          $
                          -Customer
      base
                          
                          
                          190,000
                          
                          
                          
                          -Supplier
      base
                          
                          
                          190,000
                          
                          
                          
                          -Goodwill
                          
                          
                          242,960
                          
                          
                          
                          -778,138
                          
                          
                          
                          -Less:
      Accumulated amortization
                          
                          
                          192,571
                          
                          
                          
                          -Intangible
      assets net
                          
                          $
                          585,567
                          
                          
                          $
                          -




6.
            SHAREHOLDERS’
      DEFICIT




Common
stock





We made
the following issuances of the Company’s common stock for six months ended
September 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.





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 six months ended September
      30, 2008, subscriptions to 2,500,000 shares of common stock totaling
      $45,000 were cancelled.


9
 Woize
International Ltd. and Subsidiary
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)




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. 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





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





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




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




10
 Woize
International Ltd. and Subsidiary
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)




7.
            INCOME
      TAXES





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




September 30,
                      2008
                      (Unaudited)
                    
                    
                    September
      30,
                      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%




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 warrants 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 September 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


11
 Woize
International Ltd. and Subsidiary
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)




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 $164,240, 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:







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 six months ended September 30, 2008Pro
      forma revenues
                  
                  $
                  669,309Pro
      forma net income
                  
                  
                  (115,883)Pro
      forma earnings per common share — net incomeBasic
      and diluted
                  
                  $
                  (0.00)Weighted
      average common shares outstandingBasic
      and diluted
                  
                  
                  98,630,280


12
 Woize
International Ltd. and Subsidiary
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)


9.
            RELATED PARTY
      TRANSACTIONS




As part
of the acquisition of Smart Devices, the Company agreed to provide the amount of
£60,000 approximately USD ($118,000), payable in 24 equal monthly installments
to the managing director of Smart Devices.  As of September 30,2008,
the  amount of USD $68,000 remained unpaid.




10.
            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:




Six
      months ended September 30,2008
                    
                    
                    2007Net
      revenues
                    
                    $
                    -
                    
                    
                    $
                    52,098Loss
      from operations of Woize Ltd
                    
                    
                    -
                    
                    
                    
                    (246,937)Loss
      on disposal of Woize Ltd.
                    
                    
                    (2,151,039)
                    
                    
                    
                    -Loss
      before provision for income taxes from discontinued
    operations
                    
                    
                    (2,151,039)
                    
                    
                    
                    (246,937)Provision
      for income taxes
                    
                    
                    —
                    
                    
                    
                    -Loss
      from discontinued operations of Woize Ltd.
                    
                    $
                    (2,151,039)
                    
                    
                    $
                    (246,937)




11.
            SUBSEQUENT
      EVENT




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 wasnot required for the Merger and Name
Change.


13


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  September 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




Six
months ended September 30, 2008 compared to the six months ended September 30,
2007




The
Company recorded a consolidated net loss of $2,414,496  for the six
months ended September 30, 2008 as compared to $570,977 for the six months ended
September 30, 2007. The increase in net loss was mainly a result of a disposal
of a subsidiary Company.




During
the six months ended September 30, 2008, revenues totaled $487,211, compared to
$-0- for the six months ended September 30, 2007.




14




A
positive gross margin of $108,911 was recorded for the six months ended
September 30, 2008 compared to $-0- for the six months ended September 30,
2007.
  Costs and
expenses (excluding the loss on disposal of subsidiary of $2,151,039 and
$246,937 for the six months ended September 30, 2008 and 2007, respectively)
increased to $372,368 in the six months ended September 30, 2008 compared to $
324,040 in the six month period ended September 30, 2007.
  Three
months ended September 30, 2008 compared to the three months ended September 30,
2007
 
 The
Company recorded a consolidated net loss of $175,444 for the three months ended
September 30, 2008 as compared to $215,194for the three months ended September
30, 2007.
  During
the three months ended September 30, 2008, revenues totaled $421,109, compared
to $-0- for the six 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 September 30, 2008 was $ (4,267,994).




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 $ 819 as of September 30, 2008 compared to $ 53,213 as of
March 31, 2008.




Net cash
used in operating activities for the six months ended September 30, 2008, was
$_(239,908) compared to $(302,037) for the six months ended September 30,
2007.





For the
six months ended  September 30, 2008, cash flows used in investing
activities was $ 16,986 compared to $0 for the six months ended
September  30, 2007. The increase is due to the acquisition of Smart
Devices Ltd.




For the
six months ended September 30, 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 $314,985 representing the part of
proceeds received in the period from a private placing of 6,500,000 shares of
commons stock for the six months ended September 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
September 30, 2008, The Company had a working capital deficit of $1,974,457. 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.




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 September 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 September 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 September 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.




16





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
September 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.


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:
      November 19, 2008
                By:
                /s/ Daniel
      SavinoDaniel
      Savino
                  Chief
      Executive Officer




By:
                /s/ Martin
      ThropMartin
      Thorp
                  Chief
      Financial Officer
















20