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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/AAmendment No. 3

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT OF 1934

For the transition period from ___________to __________

COMMISSION FILE NUMBER: 000-31909

ALTERNET SYSTEMS, INC.(Name of small business issuer in its charter)

|Nevada                                           | 88-0473897                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

#610-815 West Hastings Street, Vancouver, BC, V6C
1B4(Address of Principal Executive Offices)

604-608-2540(Registrant's Telephone
Number)

Securities registered pursuant to Section 12(b) of the Exchange
  Act: None

None(Title of class)

Securities registered pursuant to Section 12(g) of the Exchange
Act: Common Stock, $0.00001 Par Value

Check mark whether the issuer (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
  12 months (or for such shorter period that the registrant was required to file
  such reports), and (2) has been subject to such filing requirements for the
  past 90 days. Yes [X] No [ ]

---

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section
229.405 of this Chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]

Of the 11,853,146 shares of voting stock of the registrant
issued and outstanding as of March 24, 2008, 5,974,842 shares are held by
non-affiliates.

The aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 24 2008, 2008 was approximately
$2,867,924 based upon the closing price per share of the registrant's common
shares of $0.48 on that date.

The issuer had revenues of $3,161,118 for the fiscal year ended
December 31, 2007.

Transitional Small Business Disclosure Format (check one) Yes [
] No [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

---



FORM 10-KSB/A ANNUAL REPORTFOR THE YEAR ENDED
DECEMBER 31, 2007 ALTERNET SYSTEMS, INC.

TABLE OF CONTENTS

|PART I   |                                                                                                                       |   
|-------- | --------------------------------------------------------------------------------------------------------------------- | --
|Item 1   | Description of Business                                                                                               | 3 
|Item 2   | Description of Property                                                                                               | 5 
|Item 3   | Legal Proceedings                                                                                                     | 5 
|Item 4   | Submission of Matters to a Vote of Security Holders                                                                   | 5 
|PART II  |                                                                                                                       |   
|Item 5   | Market for Common Equity and Related Stockholder Matters                                                              | 6 
|Item 6   | Managements Discussion and Analysis or Plan of
      Operation                                                       | 11
|Item 7   | Financial Statements                                                                                                  | 15
|Item 8   | Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure                            | 16
|Item 8A  | Controls and Procedures                                                                                               | 16
|PART III |                                                                                                                       |   
|Item 9   | Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange Act | 17
|Item 10  | Executive Compensation                                                                                                | 19
|Item 11  | Security Ownership of Certain Beneficial Owners and Management                                                        | 20
|Item 12  | Certain Relationships and Related Transactions                                                                        | 20
|Item 13  | Exhibits and Reports on Form 8-K                                                                                      | 21
|Item 14  | Principal Accountant Fees and Services                                                                                | 21

2

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PART I

|Item 1. | Description of Business
|------- | -----------------------

Forward Looking Statements

This report contains forward-looking statements. The
forward-looking statements include all statements that are not statements of
historical fact. The forward-looking statements are often identifiable by their
use of words such as may, expect, believe, anticipate intend, could,
estimate, or continue, or the negative or other variations of these terms or
comparable terms. Our actual results could differ materially from the
anticipated results described in the forward-looking statements. Factors that
could affect our results include, but are not limited to, those discussed in
Item 6, Managements Discussion and Analysis and include elsewhere in this
report.

Company History and Business

Alternet Systems, Inc. (the "Company"), was organized under the
laws of the State of Nevada on June 26, 2000 under the name North Pacific
Capital Corp. On June 26, 2000 the Company increased its authorized share
capital from 20,000 shares with no par value to 100,000,000 shares with a par
value of $0.00001. On December 20, 2001 the Company received shareholder
approval to change its name from North Pacific Capital Corp. to "SchoolWeb
Systems Inc.".

On April 26, 2002, the Company received shareholder approval to
change its name from SchoolWeb Systems Inc. to Alternet Systems, Inc. and in May
of 2002 this change of name was completed.

Alternet Systems, Inc. develops, markets and sells Internet
application systems and software, marketed under the names "SchoolWeb" and
HealthWeb.

Each SchoolWeb "system" or software / hardware package is
comprised of the SchoolWeb virtual library software, Linux Operating System, a
network server, redundant file system, software configuration, SchoolWeb user
license, 24 hour technical support , on-site installation(provided by resellers
and distributors), training , system maintenance and 5X9 on-site warranty.

A SchoolWeb system and software were sold to Burnaby School
District, near Vancouver, Canada. Burnaby School District placed an order for
SchoolWeb for installation in 52 schools. This installation was completed in
February of 2003.

SchoolWeb has been granted trademark rights in the Canada for
  the trademark "SchoolWeb". The initial application was filed in Canada on March
  30, 2001 and it was granted in March of 2003. The trademark is also registered
  on the supplemental register in the United States, as the United States trademark
  was applied for based on the Canadian trademark application. Once a company
  has used a supplemental register mark in the United States for five years, the
  company's mark is placed on the full register. In the meantime, its rights in
  the United States are protected.

3

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The Company anticipates that it will begin the process of
registering the "HealthWeb" name. There can be no guarantee that all, or any, of
these names will be successfully registered in the United States or Canada.

TekVoice Inc. Merger

Alternet Systems Inc.executed a
merger with TekVoice Communications, Inc. of Miami, Florida, on December 31, 2007. TekVoice is a telecommunications
services company with operations in North America and Latin America. TekVoice
revenues exceeded $3 million in 2007 and 2006.

The combined entity is called Alternet Systems Inc. and its
primary business is delivering telecom services; education / healthcare
application software and content; and transaction services to customers
primarily located in Latin America, North America and the Caribbean. Alternet
offers a portfolio of next-generation solutions for government, business,
schools, hospitals and residents in this region.

Management believes that the combination of Alternet with
TekVoice is the ideal strategy to achieve our goal of offering a complete
telecom, application software and transactions solution for this growing market.

The combination of Alternets proprietary software systems,
with the TekVoice VOIP-based telecommunications offerings, will significantly
improve the way telecom services, education / medical information technology and
transaction services are delivered in all areas of Latin America.

About TekVoice Communications Inc.

TekVoice Communications, Inc.is a Voice over IP
telecommunications company that since 2002, offers convergent voice and data
services over IP networks. With sales of over $3 million in both 2006 and 2007,
it has capitalized on its in-depth knowledge of the Hispanic and Latin American
market, the quality of its telecommunications network and the dramatic cost
savings that the network delivers to its customers. As a pioneer in the VOIP
industry, TekVoice has been at the leading edge in the design and deployment of
new products and services for the corporate and residential markets. TekVoice
Communications, Inc. is a U.S. corporation with offices in Miami, Florida.

On December 31, 2007, Alternet Systems, Inc. (the Company)
  Fabio Alvino, Eduardo & Monica Bello, Henryk Dabrowski, Manfred Koroschetz,
  New Market Technology, Inc., John Puente, Red Hawke, Inc., Hector Rodriguez
  (each, a Transferor and collectively, the Transferors)
  and TekVoice Communications, Inc. (TekVoice)entered into and closed
  a Stock Acquisition Agreement (the Agreement) pursuant to which
  the Company acquired all of the issued and outstanding shares of

4

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capital stock of TekVoice from the Transferors in consideration
for an aggregate amount of four million (4,000,000) shares of common stock of
the Company (the Acquisition Shares). In addition to the Acquisition Shares,
the Transferors, in the aggregate, shall be entitled to receive an up to an
additional two million (2,000,000) shares of common stock of the Company if
TekVoices sales for the fiscal year ending December 31, 2008 exceed sales for
fiscal year ended December 31, 2007 by twenty percent (20%) (the Additional
Consideration). In the event the Company is merged with another entity prior to
December 31, 2008, the Additional Consideration shall be issued to the
Transferors on the day immediately prior to the day that such merger takes
place. The Transferors shall be entitled to appoint three (3) members to the
Companys board of directors, effective at the closing, provided,
however, in no event shall Transferors be required to appoint a member
to the Companys Board of Directors.

|Item 2. | Description of Property
|------- | -----------------------

The Company does not own any real property as of March 13,
2008.

The Company rents approximately 1700 sq. ft. of office space at
Suite #610  815 West Hastings Street, British Columbia, Canada V6C 1B4. The
rent is on a month to month basis and is $2,500.

|Item 3. | Legal Proceedings
|------- | -----------------

Other than as described below, management is not aware of any
legal proceedings (either presently engaged in or contemplated) by any
government authority or other party involving the Company, its properties or its
products.

On March 14, 2005 the Company was named as a defendant in a
Writ of Summons and Statement of Claim in the Supreme Court of British Columbia,
Vancouver Registry in which the Native Trade and Investment Association
requested an order to pay the Plaintiff Cdn $53,500 and 100,000 common shares
for trade shows attended by the Company. On February 6 2007 The Supreme Court of
British Columbia ordered the Company to pay NITA $53,500 plus interest of $4,126
and costs of $5,673 and 100,000 common shares. As a result of the settlement,
the Company recorded a net gain of $8,443 in 2006.

No directors, officers, or affiliate of the Company is (i) a
party adverse to the Company in any legal proceedings, or (ii) has an adverse
interest to the Company in any legal proceedings.

|Item 4. | Submission of Matters To A Vote of Security
      Holders
|------- | ---------------------------------------------------------

A Schedule 14A Definitive Proxy was submitted to a vote of security
  holders at the Annual General Meeting on December 27, 2007. The following matters
  were submitted to a vote.

5

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1. To elect the three (3) nominees as Directors of the Company
until the next Annual Meeting of shareholders or until their respective
successors shall be elected and qualified: Patrick Fitzsimmons, Robin Bjorklund
and; Henryk Dabrowski.

2. To approve the appointment of Dale Matheson Carr-Hilton
Labonte as the Companys independent auditors for the present fiscal year and
succeeding years and empower the Board of Directors to appoint successors to
Dale Matheson Carr-Hilton Labonte if they choose to do so;

3. To approve the Companys proposed stock-based incentive
option compensation plan;

4. To approve the change of the Companys fiscal year end from
December 31 to November 30;

5. To approve a consolidation of the Companys common shares
outstanding of 10 old shares for 1 new share.

6. To consider any other matter that properly may come before
the meeting or any adjournment thereof.

All matters were passed by a majority of shareholders of
Alternet Systems Inc.

PART II

|Item 5. | Market for Common Equity and Related
      Stockholder Matters
|------- | --------------------------------------------------------------

Market for Common Stock

The Companys securities trade on the NASDs OTCBB under the
symbol ALYI .

The following table summarizes the high and low bid prices for
our common stock for the periods indicated as reported by the OTC Bulletin
Board:

2007
    
    HIGH
    
    
    LOWFirst Quarter
    $
    0.06
    
    $
    0.02Second Quarter
    $
    0.03
    
    $
    0.075Third Quarter
    $
    0.065
    
    $
    0.04Fourth Quarter
    $
    0.025
    
    $
    0.045


Holders of Common Stock

On December 31, 2007, there were approximately 96 holders of
  record of our common stock and there were 62,781,460 shares outstanding. There
  are 205 indirect holders of common shares in outside institutions or stock brokerage
  firms, and we estimate that there are no additional beneficial shareholders
  beyond the 96 registered shareholders and 205 non-registered shareholders at
  December 31, 2007.

6

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Share Capital Consolidation

At the Annual General Meeting held on December 27 2007,
shareholders approved a consolidation of the Companys common shares
outstanding, of ten (10) old shares for one (1) new share. This consolidation
became effective on January 24 2008, at which time the total issued and
outstanding common shares of the Company was 6,278,146.

Dividends

We have not declared or paid a cash dividend to stockholders
since our incorporation. The Board of Directors presently intends to retain any
earnings to finance company operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of cash dividends in the future
will depend upon our earnings, capital requirements and other factors.

Recent Sales of Unregistered Securities (Prior to Reverse
Split)

Sales in 2007

On August 20, 2007 the Company issued a total of 300,000 shares
at a price of $0.05 to one person resident in the United States.

Sales in 2006

On February 20 2006 the Company issued a total of 5,765,000
shares at a price of $0.05 per share. Of this amount, 1,523,000 shares were sold
to 1 person resident in the United States and a total of 4,242,000 shares to 4
persons resident in Canada. All of the shares were sold at a price of $0.05 per
shares for total proceeds of $288,250.

On June 1 2006 the Company issued a total of 4,690,000 shares
at a price of $0.05 per share, to 4 persons resident in Canada for total
proceeds of $234,500.

Where the offerings described in Sales in 2007 and Sales in
2006 above were made to Canadian residents they were undertaken under
Regulation S and they were made under Rule 903 (Category 3, equity securities)
and:

- the sale was made in an offshore transaction;
- no directed selling efforts were made in the United States by the Company;
- the purchaser certified that it is not a US person and is not acquiring
      the securities for the account or benefit of any US person;
- the purchaser agreed to resell such securities only in accordance with
      the provisions of the Securities Act of 1933 or regulations applicable to
      their securities;

7

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- the securities contained a legend to the effect that transfer was
  prohibited unless the securities were first registered under the Securities
  Act of 1933 or resale was made pursuant to an exemption therefrom.

No commission or professional fees were paid in connection with
the Company's sales of unregistered securities under Regulation S.

Where the sales were made to residents of the United States
under Regulation D each person to whom the sale was made was asked by the
Company to confirm in writing that they were accredited investors, as that term
is defined in the rules and regulations of the Securities Exchange Commission.

Neither we nor any person acting on our behalf offered or sold
the foregoing securities by means of any form of general solicitation or general
advertising. All purchasers represented in writing that they acquired the
securities for their own accounts. A resale legend has been provided for the
stock certificates stating that the securities have not been registered under
the Securities Act of 1933 and cannot be resold or otherwise transferred without
registration or an exemption (such as that provided by Regulation S or Rule
144).

RECENT ISSUANCE OF NON- RESTRICTED STOCK (Prior to Reverse
Split)

Issuance in 2007

On March 12 2007, the Company issued 5,700,000 common shares at
a price of $0.02 per share pursuant to the Companys S8 Registration filed on
February 5 2007 to 7 individuals under the terms of management and marketing
consulting agreements by which they provided management and product marketing
consulting services to the Company.

On March 12 2007, the Company issued 2,600,000 common shares at
a price of $0.02 per share pursuant to the Companys S8 Registration filed on
February 5 2007 to 2 individuals under the terms of an agreement by which they
provided services to the Company.

On April 24 2007, the Company issued 375,000 common shares at a
price of $0.02 per share pursuant to the Companys S8 Registration filed on
February 5 2007 to 1 individual under the terms of a management consulting
agreement by which they provided management consulting services to the
Company.

On July 3 2007, the Company issued 2,000,000 common shares at
  a price of $0.05 per share pursuant to the Companys S8 Registration filed
  on July 3 2007 to 1 individual under the terms of a marketing consulting agreement
  by which they provided product marketing consulting services to the Company.

8

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On July 20 2007, the Company issued 500,000 common shares
exercised under the Companys Employee Stock Option program, registered pursuant
to the Companys S8 Registration filed on July 3 2007, to 1 individual.

On August 7 2007, the Company issued 500,000 common shares at a
price of $0.05 per share pursuant to the Companys S8 Registration filed on July
3 2007 to 1 individual under the terms of a management consulting agreement by
which they provided management consulting services to the Company.

On August 8 2007, the Company issued 300,000 common shares at a
price of $0.05 per share pursuant to the Companys S8 Registration filed on July
3 2007 to 1 individual under the terms of a management consulting agreement by
which they provided management consulting services to the Company.

On August 22 2007, the Company issued 1,000,000 common shares
at a price of $0.04 per share pursuant to the Companys S8 Registration filed on
July 3 2007 to 4 individuals under the terms of management and marketing
consulting agreements by which they provided management and product marketing
consulting services to the Company.

On August 22 2007, the Company issued 650,000 common shares
exercised under the Companys Employee Stock Option program, registered pursuant
to the Companys S8 Registration filed on July 3 2007, to 3 individuals.

On September 5 2007, the Company issued 300,000 common shares
exercised under the Companys Employee Stock Option program, registered pursuant
to the Companys S8 Registration filed on July 3 2007, to 1 individual.

On December 6 2007, the Company issued 1,000,000 common shares
exercised under the Companys Employee Stock Option program, registered pursuant
to the Companys S8 Registration filed on July 3 2007, to 1 individual.

Issuance in 2006

On January 11, 2006, the Company issued a total of 990,000
shares at a price of $0.09 per share pursuant to the Companys S8 Registration
Statement filed on January 21 2005. These shares were issued to 1 person
resident in Canada under the terms of a management agreement by which they
provided product marketing and financial consulting services to the Company.

On May 15 2006 the Company issued 80,000 shares at a price of
$0.15 per share pursuant to the Company S8 Registration Statement filed on May 5
2006. These shares were issued under a debt settlement for accounting and
administrative services.

On August 4 2006 the Company issued a total of 3,000,000 shares
  to three directors at a price of $0.16 pursuant to the Companys S8 Registration
  Statement filed on May 5 2006. These shares were issued under management consulting
  agreements by which the three directors provide marketing consulting services
  to the Company over a twelve month period.

9

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On August 30 2006 the Company issued a total of 200,000 shares
at a price of $0.15 per share pursuant to the Companys S8 Registration
Statement filed on May 5 2006. These shares were issued to one person resident
in Canada under a management consulting agreement by which they provided product
marketing consulting services.

On October 25 2006 the Company issued 57,000 shares at a price
of $0.13 per share under a debt settlement agreement for accounting and
administrative services, pursuant to the Companys S8 Registration Statement
filed on May 5 2006.

On October 30 2006 the Company issued 2,000,000 shares at a
price of $0.10 per share pursuant to a management contract for product marketing
services over a twelve month period under the Companys S8 Registration
Statement filed on May 5 2006. These shares were issued to one person resident
in Canada.

On November 15 2006 the company issued 200,000 shares for cash
at a price of $0.10 per share pursuant to the exercise of stock options. These
shares were registered under the Companys S8 Registration Statement filed on
May 5 2006.

On November 15 2006 the Company issued 100,000 shares at a
price of $0.10 per share under a debt settlement agreement for administrative
services, pursuant to the Companys S8 Registration Statement filed on May 5
2006

On December 22 2006 the Company issued 500,000 shares at a
price of $0.07 per share pursuant to the companys S8 Registration Statement
filed on May 5 2006. These shares were issued to one person resident in Canada
under a management contract for product marketing consulting services over a
twelve month period.

RETAINER STOCK PLAN - 2006

The Company adopted a retainer stock plan on May 3, 2006. The
Retainer Plan calls for the issuance of up to 6,000,000 shares of common stock
to directors, officers, employees and consultants to compensate them for
services rendered to the Company in lieu of cash compensation. To date a total
of 5,500,000 shares have issued under this plan.

RETAINER STOCK PLAN - 2007

The Company adopted a retainer stock plan on February 15 2007.
  The Retainer Plan calls for the issuance of up to 10,000,000 shares of common
  stock to directors, officers, employees and consultants to compensate them for
  services rendered to the Company in lieu of cash compensation. The 2007 Plan
  will terminate on February 15, 2012. The Company filed a Registration Statement
  on Form S8 to register the underlying shares included in the 2007 Plan.

10

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RETAINER STOCK PLAN  2007B

The Company adopted a retainer stock plan on July 3 2007. The
2007 B Retainer Stock Plan authorizes the issuance of a maximum of 5,000,000
shares of our common stock granted to our or our subsidiarys employees or
directors and to consultants performing work for us or our subsidiary, in lieu
of cash compensation. All of the shares issuable under the 2007 B Retainer Stock
Plan were registered under a Registration Statement on Form S-8.

RETAINER STOCK PLAN  2008

The Company adopted a retainer stock plan on January 29 2008.
The 2008 Retainer Stock Plan authorizes the issuance of a maximum of 6,000,000
shares of our common stock granted to our or our subsidiarys employees or
directors and to consultants performing work for us or our subsidiary. All of
the shares issuable under the 2008 Retainer Stock Plan were registered under a
Registration Statement on Form S-8.

|Item 6. | Managements Discussion and Analysis or Plan
      of Operation
|------- | ---------------------------------------------------------------

The following discussion should be read in conjunction with the
Companys consolidated financial statements and the notes thereto. The
discussion of results, causes and trends should not be construed to imply any
conclusion that such results or trends will necessarily continue in the future.

Critical Accounting Policies

In Note 2 to the audited financial statements for the years
ended December 31, 2006 and 2005, included in this Form 10-KSB, the Company
discusses those accounting policies that are considered to be significant in
determining the results of operations and its financial position. The Company
believes that the accounting principles utilized by it conform to accounting
principles generally accepted in the United States of America.

The preparation of financial statements requires Company
management to make significant estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses. By their nature, these
judgments are subject to an inherent degree of uncertainty. On an on-going
basis, the Company evaluates estimates. The Company bases its estimates on
historical experience and other facts and circumstances that are believed to be
reasonable, and the results form the basis for making judgments about the
carrying value of assets and liabilities. The actual results may differ from
these estimates under different assumptions or conditions.

Results of Operations :

Results for the year ended December 31, 2007 compared to the
  year ended December 31, 2006.

11

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The Companys results, on a consolidated basis, reflected its
own results consolidated with its subsidiaries, AI Systems Group Inc. and AI
Systems Group Canada Inc.

In addition, with the closing of the Stock Purchase Agreement
on December 31, 2007, the Companys results, on a consolidated basis, reflected
its own results consolidated with its subsidiary, TekVoice Communications Inc.
For the remainder of this part, the term Company refers to both the Company
and its wholly owned subsidiaries above and TekVoice Communications Inc.

Management believes that the combination of Alternet with
TekVoice is the ideal strategy to achieve our goal of offering a complete
telecommunications, applications and transactions solution for this growing
market.

Net Sales

For the year ending December 31, 2007, the Company had sales of
$3,161,118. During the corresponding year ended December 31, 2006, the Company
had sales of $3,344,740. The 9.46% decrease in sales is attributable to the fact
that the Company re-organized its sales and marketing personnel and has been
integrating the new personnel over the past year. In 2007, the Telecommunication
Services division contributed 100% of the Companys revenue.

The objective of the Companys marketing plan is to have three
distinct product divisions over the next twelve months: Telecommunication
Services; Application Services for Education and Healthcare; and Electronic
Transaction Services.

Net Loss

For the year ending December 31, 2007, the Company had a net
  loss of $320,321 or ($0.03) per share, which was a decrease of 43% when compared
  to the net loss for the corresponding year to December 31, 2006 of $553,314
  or $(0.07) per share. The decreased loss was due primarily to; no goodwill impairment
  charges occurring in the year ended December 31 2007 compared to $741,000 in
  the year ended December 31, 2006, and an increase in other income of $144,997.
  The net loss from operations before other items for the year ended December
  31 2007 was $469,612, compared to the net profit from operations before other
  items of $172,173, for the year ended December 31 2006. This was primarily due
  to an increase in management fees and commissions paid.

Gross Profit

Gross Profit was $1,052,911 in the year ended December 31 2007,
compared to $804,596 for the year ended December 31, 2006. This represents an 8%
increase when compared to last year and is primarily due to reduced direct cost
of sales for the year ended December 31 2007.

12

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Selling, General and Administrative Expenses

For the year ended December 31 2007 the Company incurred office
  and general expenses of $41,225, which was an increase of 660% from the $6,215
  incurred in the previous year ending December 31 2006. Marketing expenses of
  $7,420 were 30% higher than the marketing expenses of $5,128 for the year ending
  December 31 2006.

Management and consulting fees of $676,794 represents a 250%
increase from the management and consulting fees of $265,790 incurred in the
year ending December 31 2006. Professional fees of $17,525 were incurred in the
period ending December 31 2007, which was a 70% reduction from the professional
fees of $60,910 incurred in the previous year ending December 31 2006. The
increase in management consulting expense for the year ended December 31 2007 is
a result of increased staffing levels compared to the corresponding year ending
December 31, 2006.

Accounts payable were $394,095 at December 31 2007, which was a
250% increase when compared to accounts payable of $182,736 at December 31 2006.
Accounts receivable were $430,497 for the year ended December 31 2007 which was
a 38% reduction from accounts receivable of $691,534 for the previous year ended
December 31 2006.

Interest and other expenses

The Company had no material interest expenses.

Liquidity and Capital Resources

As at December 31, 2007, the Company had $18,604 cash in the
bank, prepaid expenses of $12,107, accounts receivable of $430,497 and accounts
payable of $394,095. The Company is currently pursuing financing to fund ongoing
operations and to pay current debts. The Companys ability to continue as a
going concern will be negatively affected if it is unsuccessful.

PLAN OF OPERATION

Over the next 12 months, the Company will be concentrating on
marketing its telecommunications products and SchoolWeb, HealthWeb software
systems in North America / Latin America and internationally.

Sales and marketing is accomplished through the Companys
existing sales staff, who contact potential clients through personal sales,
trade shows and industry associations.

Sales will come from organic growth from its existing
operations. Company has identified two strategic acquisition targets, and is in
preliminary discussions and discovery processes, to determine its value and
requirements.

Company has initiated the execution of framework agreements with
  critical vendors, to launch the transaction based services. We are initially
  pursuing opportunities in the Mass

13

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Transportation Management and Fare Collection management,
expanding in retail points of sale and enabling the use of the mobile phone as a
personal financial tool. We have also initiated a program to participate in the
money remittance service industry, by enabling technologies that will allow the
remitter to make mobile to mobile, mobile to cash and mobile to ATM
remittances.

A structured plan has been defined to pursue immediate opportunities.
  Management has identified and contacted initial prospects. The needs and opportunities
  of these initial prospects have been identified and we are preparing offers
  and agreements. Management expects to close initial sales in its new line of
  business in the 2nd Quarter 2008.

Additionally, Company personnel will be making presentations on
the electronic transaction services that will be offered by Alternet, for the
telecom, financial, utilities and transportation sectors.

Currently our sales and business development partners have
identified and pursued projects in Colombia, Guatemala, Panama, Mexico and the
United States.

Although the Company believes that demand exists for its
products and services, there can be no assurance that sales will increase in the
future.

Senior management is being expanded with the entrance of Vice
President of Finance. The positions main responsibilities are the financial
management of the company, the preparation of budgets and cash control of the
subsidiaries, the establishment of appropriate controls between the Company and
its projects, the evaluation of new projects and the supervision of the Company
performance, always oriented to meet its financial and operational goals. The
Vice President of Finance will work with the Chief Executive Officer and the
Chief Financial Officer, in preparing forward looking statements and
projections, as well as reporting to the Board of Directors on the cash
situation of the company and financial resources needed.

The Company is expected to remain dependent upon debt or equity
financing unless revenues from operations grow significantly.

FUNDS REQUIRED FOR OPERATIONS

The Company anticipates the following for monthly cash expenses
in the next 12 months (excluding the cost of any share issuances which may be
made pursuant to management agreements between the Company and senior
management):

Management Fees and Salaries
    $
    70,000Product Development Expense:
    $
    5,000Office Rent
    $
    4,500Telephones
    $
    2,000 14


---

Travel
    $
    20,000Marketing Expenses
    $
    5,000Professional Fees
    $
    1,500Accounting fees
    $
    2,000Total Monthly Expenses:
    $
    110,000


The Company is dependent for the continuance of its operations
on further debt or equity financings. Failure to obtain such financings could
result in the Company being unable to continue its operations.

There can be no certainty that such financings would be
obtained on favorable terms, if at all, and any equity financings could dilute
the interests of existing shareholders.

Inflation

Management does not believe that inflation had a material
adverse affect on the financial statements for the periods presented.

Qualitative and Quantitative Disclosure Regarding Risk

The Company is exposed to a number of risks, including the
following:

- The Company may be unable to market and sell its software and
  telecommunications products;
- The Company has a history of operating its software business at a
  significant loss;
- The Company requires additional equity financing to continue operations
  and may be unable to obtain this financing;
- If further equity financing is obtained, it will dilute the value of
  existing shareholders stock;
- The Company has limited working capital with which to continue operations;
- The telecom and software industries are extremely competitive and the
  Company faces competition from more established distributors and producers
  with greater financial resources and established sales and distribution
  capabilities;
- The Company has a significant number of shares outstanding which may be
  eligible for resale under Rule 144 and which, if sold, could depress the
  market price of the Companys shares;
- The profit margins in the telecom industry have been steadily eroding such
  that, even if it is able to make sales for its products, the Company may be
  unable to do so at a profitable margin.

|Item 7. | Financial Statements
|------- | --------------------

The audited Consolidated Financial Statements are included in
this Form 10-KSB beginning on page F-1 following the signature page.

15

---

|Item 8. | Changes in and Disagreements With Accountants
      on Accounting and **Financial Disclosure**
|------- | ----------------------------------------------------------------------------------------------

During the Companys two most recent fiscal years and to
  the date of change in certifying accountant, there were no disagreements with
  the Companys accountants on any matter of accounting principle or practices,
  financial statement disclosure or auditing scope or procedure. In addition,
  there were no reportable events as described in Item 304(a)(1)(iv)(B)1 through
  3 of Regulation S-B that occurred within the Companys two most recent
  fiscal years and the subsequent interim periods.

Change in Accountant

On March 12 2008 the Board of Directors of Alternet Systems
Inc., unanimously approved the appointment of Pollard-Kelley Auditing Services
Inc. as the Companys auditor, replacing Dale Matheson Carr Labonte Ltd.

|**Item 8A**. | **Controls and    Procedures**
|------------ | ------------------------------

**** As  required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the  end of the period covered by the report, being December 31, 2007, we have carried out an  evaluation of the effectiveness of the design and operation of our Company's  disclosure controls and procedures. This evaluation was carried out  under the supervision and with the participation of our Company's management,  including our Company's Chief Executive Officer and our Company's Principal  Financial Officer. Based  upon that evaluation, our Company's Chief Executive Officer and our Company's  Principal Financial Officer concluded that our Company's disclosure controls  and procedures were not effective as at the end of the fiscal year ending December 31 2007. This was  because the required management report was not included in the Form 10KSB for the  year ending December 31   2007. . In conducting this evaluation, management used the criteria  set forth by the Committee of Sponsoring Organizations of the Treadway  Commission (COSO) in *Internal Control - Integrated Framework* **

Disclosure  controls and procedures and other procedures that are designed to ensure that  information required to be disclosed in our reports filed or submitted under  the Securities Exchange Act of 1934 is recorded, processed, summarized and  reported, within the time period specified in the Securities and Exchange  Commission's rules and forms. Disclosure controls and procedures include,  without limitation, controls and procedures designed to ensure that information  required to be disclosed in our reports filed under the Securities Exchange Act  of 1934 is accumulated and communicated to management including our president  and chief executive officer as appropriate, to allow timely decisions regarding  required disclosure.

Management  is responsible for establishing and maintaining adequate internal control over  financial reporting as defined in Rule 13(a) - 15(f) under the Securities  Exchange Act of 1934, as amended. Our internal control over financial reporting  is a process designed to provide reasonable assurance regarding the reliability  of financial reporting and the preparation of consolidated financial statements  for external purposes in accordance with generally accepted accounting  principles. Our internal control over financial reporting includes those  policies and procedures that:

1.  pertain to the maintenance of records that, in reasonable  detail, accurately and fairly reflect the transactions and dispositions of our  assets and our consolidated entities;

2.  provide reasonable assurance that transactions are recorded as necessary to  permit preparation of the consolidated financial statements in accordance with  generally accepted accounting principles, and that receipts and expenditures of  our company are being made only in accordance with authorizations of management  and our directors; and

3.  provide reasonable assurance regarding prevention or timely detection of  unauthorized acquisition, use, or disposition of our assets that could have a  material effect on the consolidated financial statements. Because of its  inherent limitations, no system of internal control over financial reporting,  including those determined to be effective, may prevent or detect all  misstatements. Also, 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

Our  Independent Registered Chartered Accountants have not issued an attestation  report on our internal control over financial reporting pursuant to the  temporary rules of the U.S. Securities and Exchange Commission that permit us  to provide only management's report for the year ended December 31, 2007

There  were no changes in our internal control over financial reporting that occurred  during the last fiscal quarter that have materially affected, or are reasonably  likely to materially affect our internal controls over financial reporting.



16

---

PART III

|Item 9. | Directors, Executive Officers, Promoters and
      Control Persons; **Compliance with Section 16(a) of the Exchange
      Act**
|------- | -------------------------------------------------------------------------------------------------------------------------------

The following discussion contains disclosure concerning the
directors, officers and control persons of the Company. There are no persons
which have acted as a promoter, controlling person, or significant employee of
the Company other than as disclosed below.

Name
    Position
    Term
      of Office*1*2Henryk Dabrowski
    President, Chairman and Director
    Expires at next AGMPatrick
      Fitzsimmons
    Secretary, Treasurer, and Director
    Expires at next AGMManfred Koroschetz
    Director
    Expires at next AGMRobin Bjorklund
    Director
    Expires at next AGM


|1. | Directors, whether appointed at a meeting of stockholders
      or by the remaining directors, are appointed until the next annual meeting
      of stockholders.                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The President, Secretary, CEO and Treasurer do not have a
      set term of office. They serve at the pleasure of the Directors and can be
      removed at any time by the Directors.

Henryk Dabrowski, President and Chairman

Mr Dabrowski has over 20 years experience in the information
technology industry, data network and telecommunications industry. He is
President of TekVoice Communications Inc., a Miami FL  based Voice over IP
telecommunications company that merged with Alternet Systems Inc.

Mr Dabrowski served as COO/President of Vox2Vox Communications
in Miami, a multi million dollar IP telecommunications and value added services
company, with presence in Europe (Italy, Spain, Portugal and Turkey) and Latin
America (Brazil, Venezuela, Mexico and Argentina) part of Ella Cisneros
Communications Holdings (ECC Holdings).

He has extensive experience in the US, Europe and Latin
American markets, is fluent in 4 languages and holds an MBA from Universidad
Metropolitana.

Mr. Manfred Koroschetz - Director, Chief Technical
Officer

Mr. Koroschetz is the Chief Technology Officer of TekVoice
Communications Inc. which merged with Alternet Systems Inc.

Previous to TekVoice, Mr. Koroschetz was Chief Technology Officer
  at Vox2Vox Communications, responsible for the design and implementation of
  the VoIP network, creating and delivering voice services for end-users, integrating
  Internet and voice technologies over 12 countries, spanning Europe and the Americas.
  He also managed the budget for technical operations.

17

---

Mr. Koroschetz was co-founder and served as Director of
Technology at RKM IT Solutions of Caracas, Venezuela, providing technology
strategies and creating the technical vision of the company.

Previously, for over 10 years he was with Telenorma, Venezuela,
where he held positions in the capacity of Quality Assurance Manager,
Manufacturing Manager and Logistics Manager for its Latin America
operations.

He has more than twenty years of systems integration
experience, implementing and pioneering technologies such as unified messaging
and directory services.

Mr. Koroschetz graduated from the University of Bologna, Italy,
in Electronic Engineering, specializing in Data Networking, and is fluent in 4
languages.

Patrick Fitzsimmons, Vice President and Director

Pat Fitzsimmons, age 54. Mr. Fitzsimmons has extensive sales
and management experience gained from a 28-year career in the high-technology
sector. Mr. Fitzsimmons has represented firms such as NCR, Timeplex, Rogers
Cable, and Newbridge Networks, offering a wide range of technology solutions.
Previuos to joining Alternet Systems Inc. he was Manager, Major Accounts,
AT&T Canada, Vancouver B.C., Canada.

Robin Bjorklund, Director,

Robin Bjorklund, age 42. Mr. Bjorklund has an extensive background
  in building successful multi-million dollar companies from start-up to profitability.
  Over the past 5 years he has worked as a venture capitalist and as a consultant
  with Alternet Systems Inc.

18

---

|Item 10. | Executive Compensation
|-------- | ----------------------

Summary Compensation Table

Name and principal position
      (a)
    Year
      (b)
    Annual Compensation
    Long-term compensationSalary ($)
      (c)
    Bonus ($)
      (d)
    Other Annual Compen-
      sation ($) (e)
    Awards
    PayoutsRestricted Stock Award(s) ($)
      (f)
    Securities Underlying
      options/ SARs (#) (g)
    LTIP payouts ($)
      (h)
    All other Compen- sation ($)
      (i)Henryk Dabrowski President and Chairman
    2007
    0
    0
    0
    0
    0
    0
    0Patrick Fitzsimmons Director, Treasurer
    2007 2006
    45,500 44,050
    0 0
    0 0
    0 75,000
    0 1,000,000
    0 0
    0 0Robin Bjorklund Director
    2007
    72,495
    0
    0
    0
    1,000,000
    0
    0Manfred Koroschetz Director, Chief
      Technical Officer
    2007
    0
    0
    0
    0
    0
    0
    0 19


---

|Item 11. | Security Ownership of Certain Beneficial
      Owners and Management
|-------- | --------------------------------------------------------------------

The following table sets forth information regarding the
beneficial ownership of shares of the Companys common stock as of December 31,
2007 (6,278,146 issued and outstanding) by (i) all stockholders known to the
Company to be beneficial owners of more than 5% of the outstanding common stock;
and (ii) all directors and executive officers of the Company, and as a group
(each person has sole voting power and sole dispositive power as to all of the
shares shown as beneficially owned by them):

Name and Address
    Position
    Amount of Stock Beneficially Owned
    Percentage of ClassHenryk Dabrowski
    President, Director,
    0Patrick Fitzsimmons 1406-151 E. Keith Rd. N.
      Vancouver, BC V7L 4M3
    Director, Secretary/ Treasurer
    234,500Manfred Koroschetz
    Director,
    0Robin Bjorklund
    Director
    1,350,000Directors, Officers and 5% stockholders in total
    
    1,584,500


|Item 12. | Certain Relationships and Related
      Transactions
|-------- | ----------------------------------------------------

Except as concerns compensation to directors and officers,
during the past two years, there have not been any transactions that have
occurred between the Company and its officers, directors, and five percent or
greater shareholders. Executive compensation and related party compensation are
disclosed in the notes to the Companys financial statements included herein and
in Executive Compensation above.

Certain of the officers and directors of the Company are engaged
  in other businesses, either individually or through partnerships and corporations
  in which they have an interest, hold an office, or serve on a board of directors.
  As a result, certain conflicts of interest may arise between the Company and
  its officers and directors. The Company will attempt to resolve such conflicts
  of interest in favor of the Company. The officers and directors of the Company
  are accountable to it and its shareholders as fiduciaries, which require that
  such officers and directors exercise good faith and integrity in handling the
  companys affairs. A shareholder may be able to institute legal action
  on behalf of the Company or on behalf of itself and other similarly situated
  shareholders to recover damages or for other relief in cases of the resolution
  of conflicts is in any manner prejudicial to the Company.

20

---

|Item 13. | Exhibits and Reports on Form 8-K
|-------- | --------------------------------

The exhibits to be filed with this Form 10-KSB are listed below
in the Exhibit Index.

During the reporting period and subsequent to it but prior to
the date of this Report, the Registrant filed reports on Form 8-K on January 19
2007, September 18 2007, and three reports on Form 8K subsequent to the year
ended December 31 2007 on January 8 2008, January 16 2008 and March 19, 2008 on
the SECs EDGAR system available at www.sec.gov.

|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

As of the date of this Annual Report, the Company has not
appointed members to an audit committee and, therefore, the respective role of
an audit committee has been conducted by the board of directors of the Company.
When established, the audit committees primary function will be to provide
advice with respect to the Companys financial matters and to assist the board
of Directors in fulfilling its oversight responsibilities regarding finance,
accounting, tax and legal compliance. The audit committees primary duties and
responsibilities will be to: (i) serve as an independent and objective party to
monitor the Companys financial reporting process and internal control system;
(ii) review and appraise the audit efforts of the Companys independent
accountants; (iii) evaluate the Companys quarterly financial performance as
well as its compliance with laws and regulations; (iv) oversee managements
establishment and enforcement of financial policies and business practices; and
(v) provide an open avenue of communication among the independent accountants,
management and the board of directors.

The board of directors has considered whether the regulatory
provision of non-audit services is compatible with maintaining the principal
independent accountants independence.

Audit Fees

During the years ended December 31, 2007 and December 31, 2006,
  the Company will incur approximately $26,000 and has incurred $26,000 respectively,
  in fees to its principal independent accountants for professional services rendered
  in connection with the audits of the Companys financial statements. Included
  in these amounts are billing for other accounting services consisting solely
  of review of the Companys quarterly reports filed on Form 10-QSB for the
  periods ended March 31, June 30, and September 30.

21

---

Audit-related Fees

During the years ended December 31, 2007 and 2006, the Company
did not incur any audit-related fees for professional services rendered by its
principal independent accountant.

Tax Fees

During the years ended December 31, 2007 and 2006, the Company
did not incur any fees for tax compliance, advisory or planning services
rendered by its principal independent accountant.

During fiscal year ended December 31, 2007, the Company did not
incur any fees for professional services rendered by its principal independent
accountant for certain information technology services which may include, but is
not limited to, operating or supervising or managing the Companys information
or local area network or designing or implementing a hardware or software system
that aggregate source data underlying the financial statements.

All Other Fees

During the years ended December 31, 2007 and 2006, the Company
did not incur any other fees for professional services rendered by its principal
independent accountant for all other non-audit services which may include, but
is not limited to, tax-related services, actuarial services or valuation
services.

EXHIBIT INDEX

|Number | Exhibit Description                                                                                                                                           
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1    | Articles of Incorporation (incorporated
      by reference to Exhibit 3.1 of the Registration Statement on Form 10SB filed
      on EDGAR on November 6, 2000)
|3.2    | Certificate of amendment to Articles of Incorporation
      (incorporated by reference to Exhibit 3.2 on the report on Form 8-K filed
      on May 23, 2002)  
|14.1   | Code
      of Business Conduct                                                                                                                                
|23.1   | Consent of Auditor, Dale
      Matheson Carr-Hilton LaBonte LLP                                                                                               
|31.1   | Section
      302 Certification of Chief Executive Officer                                                                                                    
|31.2   | Section 302 Certification
      of Chief Financial Officer                                                                                                    
|32.1   | Section
      906 Certification of Chief Executive Officer                                                                                                    
|32.2   | Section 906 Certification
      of Chief Financial Officer                                                                                                    

---

22

SIGNATURE

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

|                           | ALTERNET SYSTEMS, INC.
|-------------------------- | ----------------------
|                           |                       
|                           |                       
|Dated: September   8, 2008 | By:                   
|                           |                       
|                           |                       
|Dated: September   8, 2008 | By:                   
|                           |                       
|                           |                       

Pursuant to the requirements of the Securities  Exchange Act of 1934, this report has been signed below by the following  persons on behalf of the registrant and in the capacities and on the dates  indicated.

|By: /s/ *Henryk Dabrowski*                                     
|---------------------------------------------------------------
|                                                               
|                                                               
|Henryk Dabrowski                                               
|President CEO and Director                                     
|(Principal Executive  Officer)                                 
|Date: September 8, 2008                                        
|                                                               
|                                                               
|                                                               
|By: /s/ *Patrick Fitzsimmons*                                  
|                                                               
|                                                               
|Patrick Fitzsimmons,                                           
|Secretary, Treasurer and  Director                             
|(Principal Financial  Officer and Principal Accounting Officer)
|Date: September 8, 2008                                        

23

---

|Pollard-Kelley Auditing Services, *Inc.*
|----------------------------------------
|Auditing Services                       

Report of Independent Registered Public Accounting Firm

Alternet Systems, Inc. and Subsidiaries 
  Miami, FL

We have audited the accompanying balance sheets of Alternet Systems,
  Inc. and Subsidiaries as of December 31, 2007, and the related statements of
  income, changes in stockholders equity, and cash flows for the one year
  in the period ended December 31, 2007. These financial statements are the responsibility
  of the Companys management. Our responsibility is to express an opinion
  on these financial statements based on our audits.

We conduct our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining on a test basis, evidence supporting the amounts and disclosures in
  the financial statements. An audit also includes assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide
  a reasonable basis for our opinion.

As discussed in Note 1 the Company has not generated significant
  profits to date. This factor among others raises substantial doubt the Company
  will be able to continue as a going concern. The Companys continuation
  as a going concern depends upon its ability to generate sufficient cash flow
  to conduct its operations and its ability to obtain additional sources of capital
  and financing. The accompanying consolidated financial statements do not include
  any adjustments that might result from the outcome of this uncertainty. Managements
  plans concerning this matter are also discussed in Note 1.

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of the Company at December
  31, 2007, and the results of its operations and it cash flows for the one year
  in the period ended December 31, 2007, in conformity with U.S. generally accepted
  accounting standards.

Pollard-Kelley Auditing Services, Inc.

/S/ Pollard-Kelley Auditing Services, Inc.

Independence, Ohio 
  March 29, 2008

---

|Pollard-Kelley Auditing Services, *Inc.*
|----------------------------------------
|Auditing Services                       

Report of Independent Registered Public Accounting Firm

TekVoice Communications, Inc.
  Miami, FL

We have audited the accompanying balance sheets of TekVoice Communications,
  Inc. as of December 31, 2006, and the related statements of income, changes
  in stockholders equity, and cash flows for the one year in the period
  ended December 31, 2006. These financial statements are the responsibility of
  the Companys management. Our responsibility is to express an opinion on
  these financial statements based on our audits.

We conduct our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining on a test basis, evidence supporting the amounts and disclosures in
  the financial statements. An audit also includes assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide
  a reasonable basis for our opinion.

As discussed in Note 1 the Company has not generated significant
  profits to date. This factor among others raises substantial doubt the Company
  will be able to continue as a going concern. The Companys continuation
  as a going concern depends upon its ability to generate sufficient cash flow
  to conduct its operations and its ability to obtain additional sources of capital
  and financing. The accompanying consolidated financial statements do not include
  any adjustments that might result from the outcome of this uncertainty. Managements
  plans concerning this matter are also discussed in Note 1.

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of the Company at December
  31, 2006, and the results of its operations and it cash flows for the one year
  in the period ended December 31, 2006, in conformity with U.S. generally accepted
  accounting standards.

Pollard-Kelley Auditing Services, Inc.

/S/ Pollard-Kelley Auditing Services, Inc.

Independence, Ohio 
  October 8, 2007

---

|ALTERNET SYSTEMS INC.        
|-----------------------------
|CONSOLIDATED BALANCE SHEET   
|                             
|As at December
      31, 2007

|                                               |   | December   |   |   | December   |  
|---------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                               |   | 31, 2007   |   |   | 30, 2006   |  
|ASSETS                                         |   |            |   |   |            |  
|Current Assets                                 |   |            |   |   |            |  
|Cash                                           | $ | 18,604     |   | $ | 43,761     |  
|Accounts receivable                            |   | 430,497    |   |   | 691,534    |  
|Prepaids and deposits                          |   | 12,107     |   |   | 4,889      |  
|                                               |   |            |   |   |            |  
|Total Current Assets                           |   | 461,208    |   |   | 740,184    |  
|                                               |   |            |   |   |            |  
|Fixed Assets -net of depreciation              |   | 7,551      |   |   | 42,865     |  
|                                               |   |            |   |   |            |  
|TOTAL ASSETS                                   | $ | 468,759    |   | $ | 783,049    |  
|                                               |   |            |   |   |            |  
|LIABILITIES                                    |   |            |   |   |            |  
|Current Liabilities                            |   |            |   |   |            |  
|Accounts payable                               | $ | 394,095    |   | $ | 182,736    |  
|Accrued taxes                                  |   | 66,385     |   |   | 15,718     |  
|Due to related parties                         |   | 41,397     |   |   | 107,892    |  
|                                               |   |            |   |   |            |  
|Total Current Liabilities                      |   | 501,877    |   |   | 306,346    |  
|                                               |   |            |   |   |            |  
|Long Term Debt                                 |   | 147,000    |   |   | 135,000    |  
|                                               |   |            |   |   |            |  
|TOTAL LIABILITIES                              |   | 648,877    |   |   | 441,346    |  
|                                               |   |            |   |   |            |  
|STOCKHOLDERS' DEFICIENCY                       |   |            |   |   |            |  
|Capital Stock (Note 4)                         |   | 103        |   |   | 9,051      |  
|Additional paid-in capital                     |   | 3,424,336  |   |   | 3,818,697  |  
|Private placement subscriptions                |   | 231,487    |   |   | -          |  
|Deferred compensation                          |   | (29,677    | ) |   | -          |  
|Deficit                                        |   | (3,806,367 | ) |   | (3,486,045 | )
|                                               |   |            |   |   |            |  
|TOTAL STOCKHOLDERS' DEFICIENCY                 |   | (180,221   | ) |   | 332,652    |  
|                                               |   |            |   |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ | 468,656    |   | $ | 773,998    |  

The accompanying notes are an intergral part of these consolidated
  financial statements.

---

|ALTERNET SYSTEMS INC.                     
|------------------------------------------
|CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
|                                          
|(Unaudited)                               

|                                                  |   | Year
      ended |   |   | Year
      ended |  
|------------------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                                  |   | December         |   |   | December         |  
|                                                  |   | 31, 2007         |   |   | 31, 2006         |  
|REVENUE                                           |   |                  |   |   |                  |  
|Sales                                             | $ | 3,161,118        |   | $ | 3,344,740        |  
|                                                  |   |                  |   |   |                  |  
|COST OF SALES                                     |   |                  |   |   |                  |  
|Direct
      Cost of Sales                        |   | 2,108,207        |   |   | 2,540,144        |  
|                                                  |   |                  |   |   |                  |  
|GROSS PROFIT                                      |   | 1,052,911        |   |   | 804,596          |  
|                                                  |   |                  |   |   |                  |  
|OPERATING EXPENSES                                |   |                  |   |   |                  |  
|                                                  |   |                  |   |   |                  |  
|Bad
      Debt                                    |   | 51,682           |   |   | 55,550           |  
|Bank Charges
      and Interest                   |   | 29,095           |   |   | 27,183           |  
|Commissions                                       |   | 535,570          |   |   | 3,229            |  
|Depreciation
      and Amortization               |   | 42,251           |   |   | 106,495          |  
|License
      Fees                                |   | 3,038            |   |   | 469              |  
|Management
      and Consulting                   |   | 676,794          |   |   | 265,790          |  
|Marketing                                         |   | 7,421            |   |   | 5,128            |  
|Office and
      General                          |   | 41,225           |   |   | 6,215            |  
|Professional
      fees                           |   | 17,525           |   |   | 60,910           |  
|Rent                                              |   | 21,600           |   |   | 10,000           |  
|Salaries                                          |   | 70,202           |   |   | 68,903           |  
|Telephone and
      Utilities                     |   | 12,114           |   |   | 20,866           |  
|Travel                                            |   | 14,007           |   |   | 1,685            |  
|                                                  |   |                  |   |   |                  |  
|TOTAL OPERATING EXPENSES                          |   | 1,522,524        |   |   | 632,423          |  
|                                                  |   |                  |   |   |                  |  
|NET INCOME/(LOSS) BEFORE OTHER ITEMS              |   | (469,613         | ) |   | 172,173          |  
|                                                  |   |                  |   |   |                  |  
|Customer
      fees                               |   | 4,294            |   |   | 4,744            |  
|Other income                                      |   | 144,997          |   |   | 10,769           |  
|Goodwill
      impairment                         |   | -                |   |   | (741,000         | )
|                                                  |   |                  |   |   |                  |  
|NET INCOME/(LOSS) FOR THE YEAR                    | $ | (320,322         | ) | $ | (553,314         | )
|                                                  |   |                  |   |   |                  |  
|BASIC NET LOSS PER SHARE                          | $ | (0.03            | ) | $ | (0.07            | )
|                                                  |   |                  |   |   |                  |  
|WEIGHTED COMMON SHARES OUTSTANDING (Note
      7) |   | 9,727,369        |   |   | 8,149,190        |  

The accompanying notes are an intergral part of these consolidated
  financial statements.

---

|ALTERNET SYSTEMS INC.               
|------------------------------------
|CONSOLIDATED STATEMENT OF CASH FLOWS
|(Unaudited)                         

|                                                             |   | Year
      ended |   |   | Year
      ended |  
|------------------------------------------------------------ | - | ---------------- | - | - | ---------------- | -
|                                                             |   | December         |   |   | December         |  
|OPERATING ACTIVITIES                                         |   | 31, 2007         |   |   | 31, 2006         |  
|                                                             |   |                  |   |   |                  |  
|Net Income (Loss) From Operations                            | $ | (320,322         | ) | $ | (553,314         | )
|Add: Items Not Affecting Cash                                |   |                  |   |   |                  |  
|Depreciation                                                 |   | 42,251           |   |   | 106,495          |  
|Issuance of shares for services rendered                     |   | -                |   |   | 377,730          |  
|Goodwill impairment                                          |   | -                |   |   | 741,000          |  
|Changes In Non-Cash Working Capital:                         |   |                  |   |   |                  |  
|Accounts receivable                                          |   | 261,037          |   |   | 205,195          |  
|Prepaids and deposit                                         |   | (5,292           | ) |   | 4,158            |  
|Accounts Payable & Accrued
      charges                     |   | 13,585           |   |   | (801,664         | )
|Related party payables                                       |   | (27,215          | ) |   | (353,804         | )
|Accrued taxes                                                |   | 47,155           |   |   | 12,919           |  
|                                                             |   |                  |   |   |                  |  
|                                                             |   | 11,199           |   |   | (261,285         | )
|                                                             |   |                  |   |   |                  |  
|INVESTING ACTIVITIES                                         |   |                  |   |   |                  |  
|                                                             |   |                  |   |   |                  |  
|Acquisition of fixed assets                                  |   | -                |   |   | -                |  
|                                                             |   |                  |   |   |                  |  
|                                                             |   | -                |   |   | -                |  
|                                                             |   |                  |   |   |                  |  
|FINANCING ACTIVITIES                                         |   |                  |   |   |                  |  
|                                                             |   |                  |   |   |                  |  
|Related parties                                              |   | (48,356          | ) |   | (25,692          | )
|Long term debt                                               |   | 12,000           |   |   | -                |  
|Net proceeds on sale of
      common stock and subscriptions |   | -                |   |   | 287,270          |  
|                                                             |   |                  |   |   |                  |  
|                                                             |   | (36,356          | ) |   | 261,578          |  
|                                                             |   |                  |   |   |                  |  
|NET CHANGE IN CASH DURING THE YEAR                           |   | (25,157          | ) |   | 293              |  
|                                                             |   |                  |   |   |                  |  
|CASH, BEGINNING OF YEAR                                      |   | 43,761           |   |   | 43,468           |  
|                                                             |   |                  |   |   |                  |  
|CASH, END OF YEAR                                            | $ | 18,604           |   | $ | 43,761           |  

The accompanying notes are an intergral part of these consolidated
  financial statements.

---

|ALTERNET SYSTEMS INC.                                                               |  |            |       |  |        |   | 
|----------------------------------------------------------------------------------- |  | ---------- | ----- |  | ------ | - | 
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                                      |  |            |       |  |        |   | 
|For the Period from May 16, 2002 (Inception)
      to December 31, 2007             |  |            | Other |  |        |   | 
|                                                                                    |  |            |       |  | Common |   | 
|                                                                                    |  | Shares     |       |  | Stock  |   | 
|Balance May 16, 2002                                                                |  | -          |       |  | -      |   | 
|Issuance of common stock for cash at $0.223 per share - May
      17, 2002          |  | 448,400    |       |  | 448    |   | 
|Issuance of common stock for services at $0.223
      per share - December 31, 2002 |  | 2,394,854  |       |  | 2,396  |   | 
|Issuance of common stock for cash at $0.223 per share - December
      31, 2002     |  | 156,776    |       |  | 157    |   | 
|Net Loss for the year                                                               |  | -          |       |  | -      |   | 
|Balance December 31, 2002                                                           |  | 3,000,030  |       |  | 3,001  |   | 
|Net Loss for the year                                                               |  | -          |       |  | -      |   | 
|Balance December 31, 2003                                                           |  | 3,000,030  |       |  | 3,001  |   | 
|Issuance of common stock for cash at $0.31
      per share - April 30, 2004         |  | 363,669    |       |  | 364    |   | 
|Issuance of common stock for services at $0.31 per share -
      April 30, 2004     |  | 475,914    |       |  | 475    |   | 
|Redemption of shares                                                                |  | -          |       |  | -      |   | 
|Issuance of common stock at $0.42 per share                                         |  | -          |       |  | -      |   | 
|Issuance of common stock for acquisition at
      $0.50 per share - June 30, 2004   |  | -          |       |  | -      |   | 
|Issuance of common stock for services at $0.50 per share -
      June 30, 2004      |  | -          |       |  | -      |   | 
|Issuance of common stock for cash at $0.60
      per share - September 30, 2004     |  | 33,516     |       |  | 34     |   | 
|Issuance of common stock for Services at $0.60 per share -
      September 30, 2004 |  | 40,471     |       |  | 40     |   | 
|Issuance of common stock for cash at $0.50
      per share - September 30, 2004     |  | 204,834    |       |  | 205    |   | 
|Issuance of common stock for services at $0.50 per share -
      September 30, 2004 |  | 644,600    |       |  | 644    |   | 
|Issuance of common stock for cash at $0.48
      per share - October 1, 2004        |  | 413,956    |       |  | 414    |   | 
|Issuance of common stock for services at $0.48 per share -
      October 1, 2004    |  | 150,000    |       |  | 150    |   | 
|Net Loss for the year                                                               |  | -          |       |  | -      |   | 
|Balance December 31, 2004                                                           |  | 5,326,990  |       |  | 5,327  |   | 
|Issuance of common stock for cash at $0.48
      per share - June 30, 2005          |  | 357,477    |       |  | 357    |   | 
|Issuance of common stock for services at $0.48 per share -
      June 30, 2005      |  | 1,137,880  |       |  | 1,138  |   | 
|Issuance of common stock for acquisition at
      $0.48 per share - June 30, 2005   |  | 425,961    |       |  | 426    |   | 
|Net Loss for the year                                                               |  | -          |       |  | -      |   | 
|Balance December 31, 2005                                                           |  | 7,248,308  |       |  | 7,248  |   | 
|Issuance of common stock for cash at $0.48 per share - June
      30, 2006          |  | 594,585    |       |  | 595    |   | 
|Issuance of common stock for services at $0.48
      per share - June 30, 2006      |  | 781,818    |       |  | 782    |   | 
|Issuance of common stock for services at $0.35 per share -
      June 30, 2006      |  | 425,961    |       |  | 426    |   | 
|Net Loss for the year                                                               |  | -          |       |  | -      |   | 
|Balance December 31, 2006                                                           |  | 9,050,672  |       |  | 9,051  |   | 
|Net Loss for the year                                                               |  | -          |       |  | -      |   | 
|Balance December 31, 2007                                                           |  | 9,050,672  |       |  | 9,051  |   | 
|Alternet Systems Inc. balance before reverse
      acquisition                      |  | 6,278,146  |       |  | 63     |   | 
|Issued to effect reverse acquisition                                                |  | 4,000,000  |       |  | 40     |   | 
|Reverse acquisition recapitalization adjustment                                     |  | (9,050,672 | )     |  | (9,051 | ) | 
|                                                                                    |  |            |       |  |        |   | 
|Balance, December 31, 2007                                                          |  | 10,278,146 |       |  | 103    |   | 

---

|ALTERNET SYSTEMS INC.                     
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                         
|                                          

NOTE 1  NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Alternet Systems Inc. (Alternet or the Company)
  designs, markets and sells proprietary software and hardware systems known as
  SchoolWeb and CommunityWeb. The Companys products
  provide high speed Internet access to schools and rural communities, in North
  America and internationally. The Company also provides Voice over IP services,
  primarily in Latin America.

The Company was incorporated on June 26, 2000 in the State of
  Nevada as North Pacific Capital Corp. and was organized for the purpose of creating
  a corporate vehicle to locate and acquire an operating business. On December
  19, 2001, the Company changed its name to Schoolweb Systems Inc. and on May
  14, 2002 the Company changed its name to Alternet Systems Inc. (Alternet
  or the Company). On November 6, 2000, the Company filed a Form 10SB
  registration statement with the United States Securities and Exchange Commission
  (SEC) and as a result is subject to the regulations governing reporting
  issuers in the United States. On March 14, 2003, the Company was listed for
  quotation on the Over-the-Counter Bulletin Board.

By agreement entered into December 31, 2007, Alternet issued
  4,000,000 shares of restricted common stock to the shareholders of TekVoice
  Communications, Inc., a Company incorporated on May 17, 2002 in the State of
  Florida, in exchange for all of the issued and outstanding shares of TekVoice
  Communications, Inc. (refer to note 7).

The acquisition resulted in the former shareholders of TekVoice
  Communications, Inc. acquiring 38.92% of the then outstanding shares of the
  Company and has been accounted for as a reverse merger with TekVoice Communications,
  Inc., the legal subsidiary, being treated as the accounting parent and Alternet,
  the legal parent, being treated as the accounting subsidiary. Accordingly, the
  consolidated results of operations of the Company include those of TekVoice
  Communications, Inc. for all periods shown and those of Alternet since the date
  of the reverse acquisition. The results of operations of TekVoice Communications,
  Inc. are from its inception, May 17, 2002.

The consolidated financial statements have been prepared on the
  basis of a going concern, which contemplates the realization of assets and satisfaction
  of liabilities in the normal course of business. At December 31, 2007 the Company
  had a working capital deficiency of $40,669. The Companys continued operations
  are dependent on the successful implementation of its business plan, its ability
  to obtain additional financing as needed, continued support from creditors,
  settling its outstanding debts and ultimately attaining profitable operations.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance
  with accounting principles generally accepted in the United States of America.

Principles of Consolidation
  The consolidated financial statements are a continuation of the financial statements
  of TekVoice Communications, Inc. and accordingly reflect the operations of TekVoice
  for all periods shown.

Use of Estimates and AssumptionsPreparation of the Companys financial statements in conformity with
  generally accepted accounting principles in the United States of America requires
  management to make estimates and assumptions that affect certain reported amounts
  and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash EquivalentsThe Company considers all liquid investments, with an original maturity
  of three months or less when purchased, to be cash equivalents.

---

|ALTERNET SYSTEMS INC.                     
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                         
|                                          

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

EquipmentFixed assets are recorded at cost and depreciated at the following rates:

Computer equipment and software - 30%
  declining balance basis 
  Equipment - 20% declining balance basis.

Impairment of Long lived AssetsManagement monitors the recoverability of long-lived assets based on estimates
  using factors such as current market value, future asset utilization, and future
  undiscounted cash flows expected to result from its investment or use of the
  related assets. The Companys policy is to record any impairment loss in
  the period when it is determined that the carrying amount of the asset may not
  be recoverable. Any impairment loss is calculated as the excess of the carrying
  value over estimated realizable value.

Revenue RecognitionRevenues are recognized when title transfers or services are rendered. Telecommunications
  services are billed at the end of the month the services are provided.

Foreign Currency TranslationThe financial statements are presented in United States dollars. In accordance
  with Statement of Financial Accounting Standards No. 52, Foreign Currency
  Translation, foreign denominated monetary assets and liabilities are translated
  to their United States dollar equivalents using foreign exchange rates which
  prevailed at the balance sheet date. Revenue and expenses are translated at
  average rates of exchange during the year. Related translation adjustments are
  reported as a separate component of stockholders deficit, whereas gains
  or losses resulting from foreign currency transactions are included in the results
  of operations.

Fair Value of Financial InstrumentsIn accordance with the requirements of SFAS No. 107, the Company has determined
  the estimated fair value of financial instruments using available market information
  and appropriate valuation methodologies. The fair value of financial instruments
  classified as current assets or liabilities approximate carrying value due to
  the short-term maturity of the instruments.

Income TaxesThe Company accounts for income taxes under a method, which requires the
  Company to recognize deferred tax assets and liabilities for the expected future
  tax consequences of events that have been recognized in the Companys financial
  statements or tax returns. Under this method, deferred tax assets and liabilities
  are determined based on the difference between the financial statements carrying
  amounts and tax basis of assets and liabilities using enacted tax rates. The
  Company presently prepares its tax returns on the cash basis and financial statement
  on the accrual basis. No deferred tax assets or liabilities have been recognized
  at this time, since the Company has shown losses for both tax and financial
  reporting.

Stock-Based CompensationPrior to January 1, 2006, the Company accounted for stock-based awards under
  the recognition and measurement provisions of Accounting Principles Board Opinion
  (APB) No. 25, Accounting for Stock Issued to Employees
  using the intrinsic value method of accounting, under which compensation expense
  was only recognized if the exercise price of the Companys employee stock
  options was less than the market price of the underlying common stock on the
  date of grant. Effective January 1, 2006, the Company adopted the fair value
  recognition provisions of SFAS No. 123R Share Based Payments,
  using the modified prospective transition method. Under that transition method,
  compensation cost is recognized for all share-based payments granted prior to,
  but not yet vested as of January 1, 2006, based on the grant date fair value
  estimated in accordance with the original provisions of SFAS No. 123, and compensation
  cost for all share-based payments granted subsequent to January 1, 2006, based
  on the grant-date fair value estimated in accordance with the provisions of
  SFAS 123R. Results for prior periods have not been restated.

---

|ALTERNET SYSTEMS INC.                     
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                         
|                                          

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

All transactions in which goods or services are the consideration
  received for the issuance of equity instruments are accounted for based on the
  fair value of the consideration received or the fair value of the equity instrument
  issued, whichever is more reliably measurable. Equity instruments issued to
  employees and the cost of the services received as consideration are measured
  and recognized based on the fair value of the equity instruments issued.

The Company had not granted any options to December 31, 2005;
  therefore, no pro-forma disclosures are required.

Loss per Share

The Company computes net earnings (loss) per share in accordance
  with SFAS No. 128, Earnings per Share. SFAS No. 128 requires presentation
  of both basic and diluted earnings per share (EPS) on the face of the statement
  of operations. Basic EPS is computed by dividing net loss available to common
  shareholders (numerator) by the weighted average number of common shares outstanding
  (denominator) during the period. Diluted EPS gives effect to all dilutive potential
  common shares outstanding during the period including warrants using the treasury
  stock method. Diluted EPS excludes all dilutive potential common shares if their
  effect is anti-dilutive. As the Company has net losses, we did not include common
  equivalent shares in the computation of diluted net loss per share because the
  effect would be anti-dilutive.

For the purpose of computing earnings per share in which a reverse
  takeover occurs and for the year for which comparative statements are presented,
  the number of shares outstanding for the period from the beginning of the fiscal
  year to the date of the reverse takeover is the number of shares issued by the
  Company to the shareholders of TekVoice Communications, Inc., the legal subsidiary.
  For the period from the date of the reverse takeover to the end of the fiscal
  year, the number of shares used in the calculation of the earnings per share
  is the actual number of shares of the Companys outstanding in that period.
  The earnings per share for the comparative period are computed by dividing the
  earnings (loss) of TekVoice Communications, Inc. by the number of shares of
  the Companys issued in the reverse takeover transactions. Since the date
  of the reverse takeover was December 31, 2007, the number of weighted average
  common shares is equal to the number of shares that were issued in the reverse
  acquisition.

Risk Management

The Company is exposed to credit risk through accounts receivable
  and therefore, the Company maintains adequate provisions for potential credit
  losses.

The Companys functional currency is the United States dollar.
  The Company operates in foreign jurisdictions, giving rise to exposure to market
  risks from changes in foreign currency rates. The financial risk is the risk
  to the Company's operations that arises from fluctuations in foreign exchange
  rates and the degree of volatility of these rates. Currently, the Company does
  not use derivative instruments to reduce its exposure to foreign currency risk.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, The Fair Value
  Option for Financial Assets and Financial Liabilities.The standard requires
  companies to provide additional information that will help investors and other
  users of financial statements to more easily understand the effect of the companys
  choice to use fair value on its earnings. It also requires entities to display
  the fair value of those assets and liabilities for which the company has chosen
  to use fair value on the face of the balance sheet. The new Statement does not
  eliminate disclosure requirements included in other accounting standards, including
  requirements for disclosures about fair value measurements included in FASB
  Statements No. 157, Fair Value Measurements, and No. 107, Disclosures
  about Fair Value of Financial Instruments.This standard is not expected
  to have a significant effect on the Companys reported financial position
  or results of operations.

---

|ALTERNET SYSTEMS INC.                     
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                         
|                                          

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

In December 2007, The FASB issued SFAS No. 141 (revised 2007),
  Business Combination, is effective for fiscal years beginning after December
  15, 2008. The standard requires the acquiring entity in a business combination
  to recognize all (and only) the assets acquired and liabilities assumed in the
  transaction; establishes the acquisition-date fair value as the measurement
  objective for all assets acquired and liabilities assumed; and requires the
  acquirer to disclose to investors and other users all of the information they
  need to evaluate and understand the nature and financial effect of the business
  combination. This standard is not expected to have a significant effect on the
  Companys reported financial position or results of operations.

In December 2007, The FASB issued SFAS No. 160, Noncontrolling
  Interests in Consolidated Financial Statements, is effective for fiscal
  years beginning after December 15, 2008. The statement requires all entities
  to report noncontrolling or minority interests in subsidiaries in the same way
  as equity in the consolidated financial statements. Moreover, the Statement
  eliminates the diversity that currently exists in accounting for transactions
  between an entity and noncontrolling interests by requiring they be treated
  as equity transactions. This standard is not expected to have a significant
  effect on the Companys reported financial position or results of operations.

NOTE 3 - PROPERTY AND EQUIPMENT

|                   |   | 2007    |  |   | 2006         | 
|------------------ | - | ------- |  | - | ------------ | 
|                   |   |         |  |   | Accumulated  | 
|                   |   | Cost    |  |   | Amortization | 
|                   |   |         |  |   |              | 
|Computer equipment | $ | 326,758 |  | $ | 321,748      | 
|Computer software  |   | 72,560  |  |   | 70,925       | 
|Equipment          |   | 10,576  |  |   | 9,670        | 
|                   | $ | 409,894 |  | $ | 402,343      | 

NOTE 4  CAPITAL STOCK

The Company has 100,000,000 shares of Common Stock authorized,
  of which 62,781,428 shares of Common Stock were outstanding as at December 27,
  2007. On December 27, 2007, the Company held its annual and special meeting
  of shareholders, at which the Companys shareholders approved a special
  resolution authorizing a share consolidation of the issued and outstanding common
  shares on the basis of a ratio of ten existing common shares for one new consolidated
  common share. After this consolidation, the Company had 6,278,146 outstanding
  shares. The amendment did not change the total authorized number of shares of
  capital stock. The par value of the Common Stock remained unchanged at $0.00001
  per share. As a result, as of the effective date, the stated capital attributable
  to the Common Stock on the Companys balance sheet was reduced proportionately
  based on the reverse stock split ratio of 10 for 1. The additional paid in capital
  account has been credited with the amount by which the stated capital is reduced.
  On December 31, 2007, the Company issued an additional 4,000,000 shares for
  the acquisition of TekVoice Communications, Inc. (refer to note 7). After this
  acquisition, the total issued and outstanding shares of common stock as at December
  31, 2007 were 10,278,146

The comparative figures for 2006 are that of TekVoice Communications,
  Inc.. As at December 31, 2006, there were 9,056,672 shares of common stock issued
  and outstanding.

NOTE 5  DEFERRED COMPENSATION

Prior to the date of the reverse acquisition, the Company had
  entered into various consulting agreements. In accordance with the terms of
  these agreements, the Company had issued 474,832 shares valued at $29,677, for
  services that are to be provided in the future. This amount is reported on the
  balance sheet under the shareholders equity section as deferred compensation.

---

|ALTERNET SYSTEMS INC.                     
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                         
|                                          

NOTE 6  RELATED PARTY TRANSACTIONS

At December 31, 2007, a total of $41,397 (December 2006 - $107,892)
  was owed to directors. Amounts due to related parties are non-interest bearing
  and have no specific terms of repayment.

During the year, the company has paid a total $336,968 (2006
  - $ -) in consulting fees to a related party.

NOTE 7  STOCK ACQUISITION

By agreement dated December 31, 2007, the Company acquired 100%
  of the issued and outstanding shares of TekVoice Communications, Inc. in exchange
  of 4,000,000 shares of the common stock of Alternet. At the time of the transaction,
  the former shareholders of TekVoice Communications, Inc. (the Transferors)
  acquired 38.92% of the 10,278,146 total issued and outstanding shares of Alternet.

In addition to the shares issued upon acquisition, the Transferors,
  in the aggregate, shall be entitled to receive up to an additional 2,000,000
  shares in the common stock of the Company if the sales of TekVoice Communications,
  Inc. for the fiscal year ended December 31, 2008 exceed sales for fiscal year
  ended December 31, 2007 by 20%. In the event the Company is merged with another
  entity prior to December 31, 2008, the Additional Consideration shall be issued
  to the Transferors on the day immediately prior to the day that such merger
  takes place. The Transferors shall be entitled to appoint three members to the
  Companys board of directors, effective at the closing, provided, however,
  in no event shall Transferors be required to appoint a member to the Companys
  Board of Directors.

This acquisition has been accounted for as a capital transaction
  in substance using accounting principles applicable to reverse acquisitions,
  with TekVoice Communications, Inc. being treated as the accounting parent (acquirer)
  and Alternet being treated as the accounting subsidiary (acquiree). The acquisition
  has been valued at the net carrying value of the assets and liabilities of TekVoice
  Communications, Inc. as at December 31, 2007 immediately prior to the reverse
  acquisition.

The acquisition has been accounted for as follows:

| | Assets of TekVoice Communications, Inc.      |   |         | 
| | -------------------------------------------- | - | ------- | 
| | Current Assets                               |   |         | 
| | Cash                                         | $ | 18,563  | 
| | Accounts receivable                          |   | 430,497 | 
| | Prepaids and deposits                        |   | 10,181  | 
| | Total Assets                                 | $ | 459,241 | 
| |                                              |   |         | 
| | Liabilities of TekVoice Communications, Inc. |   |         | 
| | Current Liabilities                          |   |         | 
| | Accounts payable                             | $ | 194,828 | 
| | Accrued taxes                                |   | 63,261  | 
| | Due to related parties                       |   | 32,321  | 
| | Total Current Liabilities                    |   | 290,410 | 
| | Long Term Debt                               |   | 147,000 | 
| | Total Liabilities                            | $ | 437,410 | 
| | Total Assets less Total Liabilities          | $ | 21,831  | 
| |                                              |   |         | 
| | Capital Stock                                | $ | 40      | 
| | Additional paid in capital                   |   | 21,791  | 
| |                                              | $ | 21,831  | 

---

|ALTERNET SYSTEMS INC.                     
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                         
|                                          

NOTE 7  STOCK ACQUISITION (Continued)

These consolidated financial statements include the results of
  operations of TekVoice Communications, Inc. since January 1, 2006 and the results
  of operations of Alternet Systems Inc. since the date of the reverse acquisition
  on December 31, 2007. Alternet had no operations for December 31, 2007.

The weighted average number of Common shares outstanding for
  2007 are that of the Company calculated as if the additional 4,000,000 shares
  issued in connection with the acquisition of TekVoice Communications, Inc. were
  issued on January 1 2007. The weighted average number of Common shares outstanding
  for 2006 are that of TekVoice Communications, Inc.

NOTE 8  SUBSEQUENT EVENTS

Effective January 29, 2008, the Company adopted a Retainer Stock
  Plan for Professional and Consultants (the 2008 Professional/Consultant
  Stock Compensation Plan) for the purpose of providing the Company with
  the means to compensate, in the form of common stock of the Company, eligible
  consultants that have previously rendered services or that will render services
  during the term of this 2008 Professional/Consultant Stock Compensation Plan.
  A total of 6,000,000 post consolidated common shares may be awarded under this
  plan. The Company filed a Registration Statement on Form S-8 to register the
  underlying shares included in the 2008 Plan.

---