United
States
 Securities
and Exchange Commission
 Washington,
D. C.  20549
 
 Form
10-QSB
 
 { X }Quarterly
Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
for the
 Period
Ended June 30, 2008.
 or
 {   }  Transition
Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of  1934 for the Transition Period From _____________to
_____________
 
 Commission
File Number  33-92894
 
 PREFERRED
VOICE, INC.
 
 Delaware
                
                75-2440201(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (I.R.S.
      Employer Identification No.)
 
 6500
      Greenville AvenueSuite
      570Dallas,  TX
                
                75206(Address
      of Principal Executive
                
                (Zip
      Code)Offices)
 
 
 (214) 265-9580(Registrant’s
      Telephone Number, including area
code.)
 
 Not Applicable(Former
      name, Former Address and Former Fiscal year, if changed since last
      report.)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 Yes xNo o
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act
 Yes oNo x
 
 Applicable
Only to Corporate Issuers
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of Common
Stock, as of the latest practicable date.
 
 Common
Stock, $ 0.001 Par Value – 6,130,184 shares as of August 4, 2008.
 
 Transitional
Small Business Format    Yes oNo x
 
 
  INDEXPreferred
      Voice, Inc.Part
      I.
                  Financial
      Information
                  
                  1Item
      1.
                  Financial
      Statements
                  
                  1Balance
      Sheets-June 30, 2008 and March 31, 2008.Statements
      of Operations-Three Months Ended June 30, 2008 and 2007.Statements
      of Cash Flows-Three Months Ended June 30, 2008 and 2007.Notes
      to Financial Statements - June 30, 2008.Item
      2.
                  Management’s
      Discussion and Analysis of Financial Conditionand
      Results of Operations
                  
                  11Item
      3.
                  Controls
      and Procedures
                  
                  13Part
      II.
                  Other
      Information
                  
                  14Item
      1.
                  Legal
      Proceedings
                  
                  14Item
      2.
                  Unregistered
      Sales of Securities and Use of Proceeds
                  14Item
      3.
                  Defaults
      upon Senior Securities
                  
                  14Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  14Item
      5.
                  Other
      Information
                  
                  14Item
      6.
                  Exhibits
      and Reports on Form 8-K
                  
                  14Signatures
                  
                  15
 
 
 
 PREFERRED
VOICE, INC.
 
 CONDENSED
BALANCE SHEETS
 JUNE
30, 2008 AND MARCH 31, 2008
  June
      30,
                  
                  
                  March
      31,2008
                  
                  
                  2008(unaudited)
                  
                  
                  (audited)AssetsCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  348,524
                  
                  
                  $
                  283,220Accounts
      receivable, net of allowance for doubtfulaccounts
      of $0 and 0, respectively
                  
                  
                  596,600
                  
                  
                  
                  638,210Inventory
                  
                  
                  84,063
                  
                  
                  
                  84,567Current
      portion deferred loan cost
                  
                  
                  8,428
                  
                  
                  
                  8,428Total
      current assets
                  
                  $
                  1,037,615
                  
                  
                  $
                  1,014,425Property
      and equipment:Computer
      equipment
                  
                  $
                  586,591
                  
                  
                  $
                  572,392Furniture
      and fixtures
                  
                  
                  22,317
                  
                  
                  
                  22,317Office
      equipment
                  
                  
                  19,271
                  
                  
                  
                  19,271$
                  628,179
                  
                  
                  $
                  613,980Less
      accumulated depreciation
                  
                  
                  436,470
                  
                  
                  
                  421,190Net
      property and equipment
                  
                  $
                  191,709
                  
                  
                  $
                  192,790Other
      assets:Capitalized
      software development costs, net of accumulatedamortization
      of $1,234,243 and $1,228,026, respectively
                  
                  $
                  23,686
                  
                  
                  $
                  29,902Deposits
                  
                  
                  34,485
                  
                  
                  
                  34,485Noncurrent
      portion deferred loan cost, net of accumulatedamortization
      of $14,749 and $12,642, respectively
                  
                  
                  2,107
                  
                  
                  
                  4,214Trademarks
      and patents, net of accumulatedamortization
      of $33,919 and $31,926, respectively
                  
                  
                  68,586
                  
                  
                  
                  68,763Total
      other assets
                  
                  $
                  128,864
                  
                  
                  $
                  137,364Total
      assets
                  
                  $
                  1,358,188
                  
                  
                  $
                  1,344,579
  See
independent accountants’ review report
 The
accompanying notes are an integral part of these financial
statements
 1
  June
      30,
                  
                  
                  March
      31,2008
                  
                  
                  2008(unaudited)
                  
                  
                  (audited)Liabilities
      and stockholders' equity (deficit)Current
      liabilities:Accounts
      payable
                  
                  $
                  216,693
                  
                  
                  $
                  245,553Accrued
      vacation
                  
                  
                  6,318
                  
                  
                  
                  7,859Accrued
      payroll and payroll taxes
                  
                  
                  27,248
                  
                  
                  
                  19,735Accrued
      interest
                  
                  
                  52,650
                  
                  
                  
                  35,100Deferred
      revenue
                  
                  
                  29,041
                  
                  
                  
                  43,417Current
      portion debentures payable - net of discounts
                  
                  
                  975,000
                  
                  
                  
                  975,000Total
      current liabilities
                  
                  $
                  1,306,950
                  
                  
                  $
                  1,326,664Long-term
      liabilities:Debentures
      payable - net of discounts
                  
                  $
                  1,052,510
                  
                  
                  $
                  1,029,012Commitments
      and contingencies (Note E)Stockholders'
      equity (deficit):Common
      stock, $.001 par value;100,000,000
      shares authorized; 6,130,184and
      6,130,184 shares issued, respectively
                  
                  $
                  6,130
                  
                  
                  $
                  6,130Additional
      paid-in capital
                  
                  
                  20,403,278
                  
                  
                  
                  20,403,278Accumulated
      deficit
                  
                  
                  (21,409,174
                  )
                  
                  
                  (21,418,999
                  )Treasury
      stock - 4,500 shares at cost
                  
                  
                  (1,506
                  )
                  
                  
                  (1,506
                  )Total
      stockholders' equity (deficit)
                  
                  $
                  (1,001,272
                  )
                  
                  $
                  (1,011,097
                  )Total
      liabilities and stockholders' equity (deficit)
                  
                  $
                  1,358,188
                  
                  
                  $
                  1,344,579
  2
  PREFERRED
VOICE, INC.
 
 CONDENSED
STATEMENTS OF OPERATIONS
 FOR
THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
 
 Three
      months
                
                
                Three
      monthsended
                
                
                endedJune
      30,
                
                
                June
      30,2008
                
                
                2007(unaudited)
                
                
                (unaudited)Net
      sales
                
                $
                960,173
                
                
                $
                822,050Cost
      of sales
                
                
                507,765
                
                
                
                499,100Gross
      profit
                
                $
                452,408
                
                
                $
                322,950General
      and administrative expenses
                
                $
                386,783
                
                
                $
                452,151Income
      (loss) from operations
                
                $
                65,625
                
                
                $
                (129,201
                )Other
      income (expense):Interest
      expense
                
                $
                (55,800
                )
                
                $
                (91,335
                )Gain
      on sale of assets
                
                
                -
                
                
                
                434Total
      other income (expense)
                
                $
                (55,800
                )
                
                $
                (90,901
                )Income
      (loss) from operations before income taxes
                
                $
                9,825
                
                
                $
                (220,102
                )Provision
      for income taxes
                
                
                -
                
                
                
                -Net
      income (loss)
                
                $
                9,825
                
                
                $
                (220,102
                )Per
      share amounts:Income
      (loss) from operations
                
                $
                -
                
                
                $
                (0.04
                )Net
      income (loss)
                
                $
                -
                
                
                $
                (0.04
                )
 See
independent accountants’ review report
 The
accompanying notes are an integral part of these financial
statements
 3
  
 PREFERRED
VOICE, INC.
 
 CONDENSED
STATEMENTS OF CASH FLOWS
 FOR
THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
 
 2008
                
                
                2007(unaudited)
                
                
                (unaudited)Cash
      flows from operating activities:Cash
      received from customers
                
                $
                1,001,783
                
                
                $
                814,145Cash
      paid to suppliers and employees
                
                
                (905,711
                )
                
                
                (796,469
                )Interest
      paid
                
                
                (14,752
                )
                
                
                (44
                )Net
      cash provided by operating activities
                
                $
                81,320
                
                
                $
                17,632Cash
      flows from investing activities:Capital
      expenditures
                
                $
                (16,016
                )
                
                $
                (26,908
                )Proceeds
      from sale of assets
                
                
                -
                
                
                
                16,344Net
      cash used by investing activities
                
                $
                (16,016
                )
                
                $
                (10,564
                )Cash
      flows from financing activities:$
                -
                
                
                $
                -Net
      cash provided (used) by financing activities
                
                $
                -
                
                
                $
                -Net
      increase in cash and cash equivalents
                
                $
                65,304
                
                
                $
                7,068Cash
      and cash equivalents:Beginning
      of period
                
                
                283,220
                
                
                
                446,055End
      of period
                
                $
                348,524
                
                
                $
                453,123
 See
independent accountants’ review report
 The
accompanying notes are an integral part of these financial
statements
 4
 
 2008
                
                
                2007(unaudited)
                
                
                (unaudited)Reconciliation
      of net income (loss) to net cash providedby
      operating activities:Net
      income (loss)
                
                $
                9,825
                
                
                $
                (220,102
                )Adjustments
      to reconcile net income (loss) to net cash providedby
      operating activities:Depreciation
      and amortization
                
                $
                25,597
                
                
                $
                60,902Gain
      on sale of assets
                
                
                -
                
                
                
                (434
                )Compensation
      recognized from issuance of stock options
                
                
                -
                
                
                
                87,452Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable
                
                
                41,610
                
                
                
                (7,905
                )(Increase)
      decrease in inventory
                
                
                504
                
                
                
                (19,277
                )Increase
      (decrease) in accounts payable
                
                
                (28,860
                )
                
                
                30,496Decrease
      in deferred revenue
                
                
                (14,376
                )
                
                
                -Increase
      in accrued expenses
                
                
                47,020
                
                
                
                86,500Total
      adjustments
                
                $
                71,495
                
                
                $
                237,734Net
      cash provided by operating activities
                
                $
                81,320
                
                
                $
                17,632
 5
  PREFERRED
VOICE, INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 Note A - General
organization:
 
 Preferred
Voice, Inc. (the "Company") is a Delaware corporation incorporated in
1992.  On February 25, 1997, the Company’s stockholders approved
changing the name of the Company to better reflect the nature of the Company’s
business. The Company commenced business on May 13, 1994, and was in the
development stage until August 1, 1995.  The Company provides
voice recognition services to the telecommunications industry throughout the
United States and maintains its principal offices in Dallas, Texas.
 
 
 Note
B - Summary of significant accounting policies:
 
 Basis of
presentation
 
 The
accounting policies followed by Preferred Voice, Inc. are set forth in the
Company’s financial statements that are a part of its March 31, 2008, Form 10KSB
and should be read in conjunction with the financial statements for the three
months ended June 30, 2008, contained herein.
 
 The
financial information included herein as of June 30, 2008, and for the three
months ended June 30, 2008 and 2007, has been presented without an audit,
pursuant to accounting principles for the interim financial information
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission.  The Company believes that the
disclosures are adequate to make the information presented not
misleading.  The information presented reflects all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the
period.
 
 Cash and cash
equivalents
 
 For
purposes of reporting cash flows, cash and cash equivalents include all amounts
due from banks with original maturities of three months or less.
 
 Inventory
 
 Inventory,
consisting primarily of ringback platforms and their related components, is
stated at the lower of cost or market.
 
 Concentration of business,
market and credit risks
 
 In the
normal course of business, the Company extends unsecured credit to its customers
with payment terms generally 30 days.  Because of the credit risk
involved, management provides an allowance for doubtful accounts which reflects
its opinion of amounts which will eventually become uncollectible. In the event
of complete nonperformance by the Company’s customers, the maximum exposure to
the Company is the outstanding accounts receivable balance at the date of
nonperformance.
 
 Receivables and credit
policies
 
 Accounts
receivable are uncollateralized customer obligations due under normal trade
terms requiring payment within 30 days from the invoice
date.   Unpaid accounts receivable with invoice dates over 30
days old bear no interest.
 
 Accounts
receivable are stated at the amount billed to the customer. Customer account
balances with invoices dated over 90 days are considered
delinquent.
 
 Payments
of accounts receivable are allocated to the specific invoices identified on the
customer’s remittance advice or, if unspecified, are applied to the earliest
unpaid invoice.
  6
  PREFERRED
VOICE, INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 Note
B - Summary of significant accounting policies (continued):
 
 The
carrying amount of accounts receivable is reduced by a valuation allowance that
reflects management’s best estimate of amounts that will not be
collected.  Management individually reviews all accounts receivable
balances that exceed 90 days from invoice date and, based on an assessment of
current creditworthiness, estimates that portion, if any, of the balance that
will not be collected.  Accounts receivable past 90 days due are
$64,824 and $64,707 as of June 30, 2008 and March 31, 2008,
respectively.
 
 Capitalized software
development
 
 The
Company has adopted the provisions of FASB No. 86, Accounting for the Costs of
Computer Software to Be Sold, Leased, or Otherwise Marketed, to account
for its internally developed software costs since the Company is dependent on
the software to provide the voice recognition services.  Under the
provisions of FASB No. 86, costs incurred prior to the product’s technological
feasibility are expensed as incurred.  The capitalization of software
development costs begins when a product’s technological feasibility has been
established and ends when the product is available for use and released to
customers.  Capitalized software development costs include direct
costs incurred subsequent to establishment of technological feasibility for
significant product enhancements.  Amortization is computed on an
individual product basis using the straight-line method over the estimated
economic life of the product, generally three years.
 
 Property and
equipment
 
 The cost
of property and equipment is depreciated over the estimated useful lives of the
related assets.  Depreciation is computed on the straight-line method
for financial reporting purposes and the double declining method for income tax
purposes.
 
 Maintenance
and repairs are charged to operations when incurred.  Betterments and
renewals are capitalized.
 
 The
useful lives of property and equipment for purposes of computing depreciation
are as follows:
 
 Computer
      equipment
                5
      yearsFurniture
      and fixtures
                5
      yearsOffice
      equipment
                5
      years
 
 Fair value of financial
instruments
 
 The
Company defines the fair value of a financial instrument as the amount at which
the instrument could be exchanged in a current transaction between willing
parties.  Financial instruments included in the Company’s financial
statements include cash and cash equivalents, trade accounts receivable, other
receivables, other assets, notes payable and long-term debt.  Unless
otherwise disclosed in the notes to the financial statements, the carrying value
of financial instruments is considered to approximate fair value due to the
short maturity and characteristics of those instruments.  The carrying
value of long-term debt approximates fair value as terms approximate those
currently available for similar debt instruments.
 
 Revenue
recognition
 
 For
recognizing revenue, the Company applies the provisions of SEC Staff Accounting
Bulletin (SAB) No. 104, Revenue Recognitionwhich was
issued in December 2003.  In most cases, the services being performed
do not require significant production, modification or customization of the
Company’s software or services; therefore, revenues are recognized when evidence
of a completed transaction exists, generally when services have been
rendered.  In situations where the Company receives an initial payment
for future services, the Company defers recognition of revenue, and recognizes
the revenue over the life of the respective contract.  SAB No. 104
codified, revised and rescinded certain sections of Staff Accounting Bulletin
(SAB) No. 101, Revenue
Recognition in Financial Statements, in order to make this interpretive
guidance consistent with current authoritative accounting guidance and SEC rules
and regulations.
  7
  PREFERRED
VOICE, INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 Note
B - Summary of significant accounting policies (continued):
 
 Loss per
share
 
 The
Company adopted the provisions of Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings per
Share.  SFAS No. 128 reporting requirements replace primary and
fully-diluted earnings per share (EPS) with basic and diluted
EPS.  Basic EPS is calculated by dividing net income or loss
(available to common stockholders) by the weighted average number of common
shares outstanding for the period.  Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock.  Since the Company
incurred a small gain from operation for the three months ended June 30, 2008
and a loss from operations for the three months ended 2007, no computation of
diluted EPS has been performed.
 
 Gain and
(loss) per share for the three months ended June 30, 2008 and 2007, respectively
is based on the weighted average number of shares outstanding of 6,130,184 for
both periods.
 
 Income
taxes
 
 Income
taxes are accounted for using the liability method under the provisions of SFAS
109, Accounting for Income
Taxes.  Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis.  Deferred tax assets and liabilities are
measured using enacted tax rates that will apply in the years in which those
temporary differences are expected to be recovered or settled.  The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.
 
 Trademarks and
patents
 
 Trademarks
and patents are recorded at cost.  Amortization is computed on the
straight-line method over the identifiable lives of the trademarks and
patents.  The Company has adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, effective for periods beginning January 1, 2002, and
thereafter.  SFAS 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible
Assets.  Specifically, the statement addresses how intangible
assets that are acquired should be accounted for in financial statements upon
their acquisition, as well as how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements.  The statement requires intangible assets to be reviewed
for impairment whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable and that a loss shall be recognized if
the carrying amount of an intangible exceeds its fair value.
 
 Impairment of long-lived
assets and long-lived assets to be disposed of
 
 The
Company adopted the provisions of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets,effective for periods beginning January 1,
2002 and thereafter.  SFAS 144 replaces SFAS 121, Accounting for the Impairment of
Long-Lived Assets for Long-Lived Assets to Be Disposed Of, and, among
other matters, addresses financial accounting and reporting for the impairment
or disposal of long-lived assets.  SFAS 144 retains the basic
provisions of SFAS 121, but broadens its scope and establishes a single model
for long-lived assets to be disposed of by sale.
 
 Use of
estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from
these estimates.
  8
 
 PREFERRED
VOICE, INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 Note
B - Summary of significant accounting policies (continued):
 
 Reporting comprehensive
income and operating segments
 
 The
Company has adopted the provisions of SFAS No. 130, Reporting Comprehensive Incomeand SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information.  SFAS No. 130 requires that
an enterprise report, by major components and as a single total, the change in
its net assets during the period from non-owner sources. SFAS No. 131
establishes annual and interim reporting standards for an enterprise’s operating
segments and related disclosures about its products, services, geographic areas
and major customers. Adoption of these statements has had no impact on the
Company’s financial position, results of operations, cash flow or related
disclosures.
 
 Stock-based
compensation
 
 Effective
April 1, 2006, the Company adopted the provisions of SFAS No. 123R, Share-Based Payment, which is
a revision of SFAS No. 123, Accounting for Stock-Based
Compensation.  This statement now requires the Company to
recognize compensation costs related to stock-based payment transactions (i.e.
granting of stock options and warrants to employees) in the financial
statements.  With limited exceptions, the amount of compensation cost
will be measured based on the grant-date fair value of the equity or liability
instruments issued.  In addition, liability awards will be remeasured
each reporting period.  Compensation cost will be recognized over the
period that an employee provides services in exchange for the
award.   Compensation expense recognized during the three months
ended June 30, 2008 and 2007 was $-0- and $87,452, respectively.
 
 
 Note
C - Convertible debt and warrants:
 
 On March
31, 2005, the Company closed a Securities Purchase Agreement and issued $975,000
in principal amount of 6% Convertible Debentures due March 31, 2008,
subsequently extended to December 31, 2008,  (the "Debentures"), to a
group of institutional and high net worth investors.  The Debentures
pay an interest rate of 6% on an annual basis and are convertible into 1,950,000
shares of the Company’s common stock at a price of $0.50 per share at which time
the authorized shares increases to 65,000,000 shares.  The investors
also received warrants to purchase an additional 975,000 shares of common stock
with an exercise price of $0.60 per share.
 
 The
Company has allocated the proceeds from the issuance of the Debentures to the
warrants and the Debentures based on their relative fair market values at the
date of issuance.  The value assigned to the warrants of $427,416 has
been recorded as an increase in additional paid in-capital.  The
assignment of a value to the warrants results in a loan discount being recorded
for the same amount.  The discount is being amortized over the
original three-year term of the Debentures as additional interest
expense.  Amortization was $-0- and $35,618 for the three months ended
June 30, 2008 and 2007, respectively.
 
 On
September 29, 2006, the Company closed a Securities Purchase Agreement and
issued $1,170,000 in principal amount of 6% Convertible Debentures due September
29, 2009 (the "Debentures"), to a group of institutional and high net worth
investors.  The Debentures pay an interest rate of 6% on an annual
basis and are convertible into 3,342,857 shares of the Company’s common stock at
a price of $0.35 per share.   The investors also received
warrants to purchase an additional 1,671,429 shares of common stock with an
exercise price of $0.50 per share.
 
 The
Company has allocated the proceeds from the issuance of the Debentures to the
warrants and the Debentures based on their relative fair market values at the
date of issuance.  The value assigned to the warrants of $281,977 has
been recorded as an increase in additional paid-in capital.  The
assignment of a value to the warrants results in a loan discount being recorded
for the same amount.  The discount is being amortized over the
original three-year term of the Debentures as additional interest
expense.    Amortization was $23,498 and $23,498 for the
three months ended June 30, 2008 and 2007, respectively.
 
 9
 
 PREFERRED
VOICE, INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 
 Note
C - Convertible debt and warrants (continued):
 
 167,143
warrants were issued in exchange for consulting services provided for in the
issuance of the Securities Purchase Agreement.  These warrants are
exercisable at price of $0.50 per share and were valued using the relative fair
market value at the date of issuance.  The value assigned to the
warrants of $25,285 has been recorded as deferred loan cost and is being
amortized over the original three-year term of the debentures as financing
cost.  Amortization was $2,107 and $2,107 for the three months ended
June 30, 2008 and 2007, respectively.
 
 
 Note
D - Common stock:
 
 On
November 13, 2006, the Board of Directors approved a 1 for 5 reverse stock split
of its common stock.  All references in the accompanying financial
statements to the number of shares of common stock and loss per share have been
retroactively restated to reflect the reverse stock split.
 
 Stock purchase
warrants
 
 At June
30, 2008, the Company had outstanding warrants to purchase 4,591,072 shares of
the Company's common stock at prices which ranged from $0.50 per share to $0.85
per share.  The warrants are exercisable at any time and expire
through September 29, 2011.  At June 30, 2008, 4,591,072 shares of
common stock were reserved for that purpose.
 
 Common stock
reserved
 
 At June
30, 2008, shares of common stock were reserved for the following
purposes:
 
 Exercise
      of stock warrants and debt conversion
                  
                  9,883,929Exercise
      of future grants of stock options and stockappreciation
      rights under the 2000 stock option plan
                  
                  894,13310,778,062
  Note
E - Commitments:
 
 The
Company leases its office facilities and office equipment under operating leases
expiring through December 31, 2008.  Following is a schedule of future
minimum lease payments required under the above operating leases as of March 31,
2008:
 
 Year
      endingMarch
      31,
                  
                  Amount2009
                  
                  $         41,6292010
                  
                  -2011
                  
                  -2012
                  
                  -2013
                  
                  -$         41,629
 Total rent expense charged to
operations was $13,911 for the three months ended June 30, 2008 and
2007.
 
 10
 
 Item
2. Management’s Discussion and Analysis of Financial
 Condition
and Results of Operations
 
 This
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or
anticipated results, including those set forth herein under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations" and
those set forth in the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section of the Form 10-KSB for the fiscal
year ended March 31, 2008.  Notwithstanding the foregoing, the Company
is not entitled to rely on the safe harbor for forward looking statements under
27A of the Securities Act or 21E of the Exchange Act as long as the Company’s
stock is classified as a penny stock within the meaning of Rule 3a51-1 of the
Exchange Act.  A penny stock is generally defined to be any equity
security that has a market price (as defined in Rule 3a51-1) of less than $5.00
per share, subject to certain exceptions.
 
 Overview
 
 We began
operations in May 1994 as a traditional 1+ long-distance
reseller.  Recognizing the declines in telecommunications service
prices and the decreasing margins being experienced in long distance sales, we
decided to sell our long distance customer base and assets in early
1997.  Originally we focused on the development, testing, and
deployment of voice activated telecommunications services that would allow any
consumer the ability to “dial” their calls using their voice.  Even
though we believe voice activated products have viability in the
telecommunications arena, we have concentrated our last two years of development
efforts on the growing trend in mobile entertainment.
 
 We first
contracted with a leading content provider to distribute their library of
downloadable wireless games, picture messages, graphics and
ring-tones.  Our first content project was launched on June 18, 2004
with a full turnkey solution for the carrier that includes secure customer login
from the carrier website, viewing of content, download of content, and creation
of a billing record for the carriers billing system.  This initial
introduction to mobile entertainment led us to research the viability of
additional personalized entertainment services that could be delivered through
our network. On October 22, 2004 we announced the first commercial launch of a
ringback service in the United States with the launch of our Rockin’ Ringback
service.  Our personalized ringback service provides a network-based
personalized service that enables users to choose an audio file that callers
will listen to while the phone is ringing.  We believe that since we
already have a relationship with the carrier and are integrated with these
carriers customer service departments and billing departments that we have an
opportunity to introduce new products with minimal integration
effort.  We will continue to research and either develop or acquire
additional services that can be deployed through our platform.  As of
August 4, 2008 we had five carrier customers providing ringback service through
our My Phone Services Suite platform with a possible 4 million addressable
customer base.
 
 Our
system structure is a robust data base system which will allow for scalability
and the addition of new services to the platform in shorter development cycles
than were possible under our previous structure.  On September 15,
2004 we announced the release of “My Phone Services Suite”, which incorporates
our network address book, network voice dialing, Push2Connect, and Rockin
Ringback services into one user-centric service that allows the subscriber to
personalize the look and feel of their communications service especially for
their personality. Revenue from these new products is expected to be slow with
no guarantees of market and/or customer acceptance. We also believe that we will
continue to see increased competition that along with many other factors may
have an impact on the company and its products.
 
 The
implementation of our business plan is subject to risks inherent in the
establishment and deployment of technology.  In order for us to
succeed, we must:
 
 ·
                secure
      adequate financial and human resources to meet our requirements, including
      adequate numbers of technical support staff to provide service for our
      phone company customers;
 ·
                establish
      and maintain relationships with phone
companies;
 ·
                make
      sure the GAP system works with the telephone switches of all of the major
      manufacturers;
 ·
                achieve
      user acceptance for our services;
   11
  ·
                generate
      reasonable margins on our services;
 ·
                continue
      to deploy and install GAP systems on a timely and acceptable
      schedule;
 ·
                respond
      to competitive market developments;
 ·
                mitigate
      risk associated with our technology by obtaining patents and copyrights
      and other protections of our intellectual property;
  and
 ·
                continually
      update and add to our product offerings to meet the needs of
      consumers.
 
 Failure
to achieve these objectives could adversely affect our business, operating
results and financial condition. Increased competition from other providers of
similar services can and have impacted our business.
 
 Results
of Operations
 
 We
recorded a net gain of $ 9,825 or $.0 per share for the period ended June 30,
2008, compared to a net (loss) of ($220,102) or ($0.04) per share, for the
period ended June 30, 2007.
 
 Total
Sales
  Total revenue for the period ended June
30, 2008, was $960,173 compared to $822,050 for the period ended June 30,
2007.  Revenues in both periods consisted of revenue sharing receipts
from our customer phone companies, and installation of field
systems.
 
 We do
anticipate that revenues from the My Phone Services Suite to begin gradually and
build as new customers to the service integrate and market the product to their
subscriber base.
 
 Cost
of Sales
 
 Cost of
sales for the period ended June 30, 2008 was $507,765 compared to $499,100 for
the period ended June 30, 2007.  Cost of sales consisted of costs for
systems, network infrastructure such as collocations, connectivity, system
access and long distance to end-users and third party content costs during both
periods.
 
 Selling,
General and Administrative
  Selling,
general and administrative expenses for the period ended June 30, 2008 were
$386,783 compared to $452,151 for the period ended June 30, 2007.  We
expect that selling, general and administrative expenses will remain steady
through fiscal year 2009, such expenses to include costs related to the number
of employees, office space requirements and general overhead.
 
 Core
Technology Enhancements Software Applications and Hardware
 
 The
capitalization of software development costs begins when a product’s
technological feasibility has been established and ends when the product is
available for general release to customers.  Capitalized software
development costs include direct costs incurred subsequent to establishment of
technological feasibility for significant product
enhancements.  During the periods ended June 30, 2008 and 2007,
software development costs capitalized were $-0- and $2,482
respectively.  The amortization of capitalized software development
costs for the periods ended June 30, 2008 and 2007 was $8,210 and $28,997
respectively.
 
 Other Income and Expense
 
 During the period ended June 30, 2008
and 2007, the Company made a sale of excess equipment that generated net revenue
of $-0- and $434.
 
 Income
Taxes
 
 As of
June 30, 2008, we had cumulative federal net operating losses of approximately
$20.7 million, which can be used to offset future income subject to federal
income tax through the fiscal year 2028.  Net operating loss
limitations may be imposed if changes in stock ownership of the company create a
change of control as provided in Section 382 of the Internal Revenue Code of
1986.
 
 12
 
 Liquidity
and Capital Resources
 
 Our cash and cash equivalents at June
30, 2008 were approximately $348,524, an increase of $65,304 from $283,220 at
March 31, 2008.  We have relied primarily on the issuance of stock,
convertible debentures and warrants to fund our operations since January of 1997
when we sold our long-distance resale operation.
 
 On March
31, 2005, pursuant to Section 4(2) of the Securities Act and Regulation D
thereunder, we completed the sale of 97.5 units (“Units”) with each Unit
consisting of a 3-year, 6% Convertible Debenture in the principal amount of
$10,000.00, and 50,000 5-year warrants to purchase a share of Common Stock,
$.001 par value per share, of the Company at an exercise price of $.12 for an
aggregate of $975,000.
 
 On
September 29, 2006, pursuant to Section 4(2) of the Securities Act and
Regulation D thereunder, we completed the sale of 117 units (“Units”) with each
Unit consisting of a 3-year, 6% Convertible Debenture in the principal amount of
$10,000.00, and 14,286 5-year warrants to purchase a share of Common Stock,
$.001 par value per share, of the Company at an exercise price of $.10 for an
aggregate of $1,170,000.
 
 Due to
uncertainties regarding a number of new customer contracts that are in the
Company's sales pipeline, it is difficult for management to project the
Company's revenue performance, operating profits or loss, or cash requirements
beyond the next twelve months.  Even though the Company has been able
to secure additional financing to provide current working capital, there is no
assurance that the Company will be able to generate the required revenues to
sustain its current working capital requirements or to raise additional debt or
equity capital that may be required to meet its objectives in the
future.  The Company's challenging financial circumstances may make
the terms, conditions, and cost of any available capital relatively unfavorable.
If additional debt or equity capital is not readily available, the Company will
be forced to further scale back its operations, including its efforts to
complete new sales. The Company's short term needs for capital may force it to
consider and potentially pursue other strategic options sooner than it might
otherwise have desired. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability of and classification of assets, or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.
 
 Off-Balance
Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
 
 Future
Obligations
 
 We
project our working capital needs to be approximately $1,600,000 over the next
twelve months for corporate overhead and equipment purchases to continue to
deploy our services to carrier customers.  Management believes that
current cash and cash equivalents and cash that may be generated from operations
will be sufficient to meet these anticipated capital requirements and to finance
marketing initiatives for the next twelve months.  Such projections
have been based on revenue trends from current customers and customers which are
currently in trial utilizing the revenue rates that we have experienced over the
past six months with our currently installed customers and projections from
trial carrier models and projected cash requirements to support installation,
sales and marketing, and general overhead.  We may be forced to raise
additional capital through the issuance of new shares, the exercise of
outstanding warrants, or reduce our current overhead.  However, any
projections of future cash needs and cash flows are subject to substantial
uncertainty.  If further funding is required, and we are unable to
secure such funding, we would be forced to rely on existing cash and cash from
operations which would greatly impact our ability to complete our product
development and product rollout until such time as necessary funds are
secured.
 
 
 Item
3. Controls and Procedures
 
 Evaluation of disclosure controls
and procedures.  The Chief Executive Officer, who also acts as
our Chief Financial Officer, of the Company has evaluated the effectiveness of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) as of the end of the quarter covered by this Quarterly Report
on Form 10-QSB.  Based on that evaluation, the Chief Executive Officer of
the Company has concluded that the Company’s disclosure controls and procedures
as of the end of the quarter covered by this Quarterly Report on Form 10-QSB are
effective as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange
Act.
  13
 Due to
the limited number of Company employees engaged in the authorization, recording,
processing and reporting of transactions, there is inherently a lack of
segregation of duties. The Company periodically assesses the cost versus benefit
of adding the resources that would remedy or mitigate this situation and
currently, does not consider the benefits to merit the cost of these
resources.
 
 Changes in internal
controls.   There were no changes in our internal controls
over financial reporting identified in connection with our evaluation that
occurred during our last fiscal quarter ended June 30, 2008 that materially
affected, or was reasonably likely to materially affect our internal control
over financial reporting.
 
 
 PART
II.                      OTHER
INFORMATION
 
 Item
1.    Legal Proceedings.
 
 In
February, 2008, we were sued by Ring Plus, Inc. in the United States District
Court for the Central District of California alleging infringement of its U.S.
Patent No. 7,006,608 (the “608 Patent”) which pertains to ringback tone
replacement methods and algorithms. Ring Plus, Inc. is seeking declaratory
judgment that we have violated the 608 Patent, preliminary and permanent
injunctions, an order that we destroy all infringing items, and money damages in
a sum according to proof at trial.  We do not believe that we infringe
the 608 Patent and we believe we have meritorious defenses to the
action.
 
 Item
2.  Unregistered Sales of Securities and Use of Proceeds
 
 None.
 
 Item
3.  Defaults upon Senior Securities.
 
 None.
 
 Item
4.  Submission of Matters to a Vote of Security Holders.
 
 None
 
 Item
5.  Other Information.
 
 None
 
 Item
6.  Exhibits
 
 ExhibitNumber
                Exhibit
      Description31.1
                Certification
      of Chief Executive Officer and Chief Financial Offier32.1
                Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002
   14
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 
 PREFERRED VOICE,
      INC.August
      8,
      2008
                  /s/ Mary G.
      MerrittDate
                  Mary
      G. MerrittChairman
      and Chief Executive Officer(Principal
      Executive Officer)