SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K




(Mark
One)


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




For
the fiscal year ended March 31, 2009




o
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ___________ to ___________




Commission
File No. 000-51882




VOICESERVE,
INC.


(Name of
small business issuer in its charter)




DELAWARE(State
      or other jurisdiction of
                incorporation
      or organization)
              (IRS
      Employer Identification No.)Cavendish
      House, 369 Burnt Oak Broadway, Edgware, Middlesex
              HA8,
      5AW(Address
      of principal executive offices)
              (Zip
      Code)




(44)
208-136-6000


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
                Name
      of each exchange on which registered:None
                NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common Stock, par value $.001
                  (Title
      of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.     
Yes  o   
No  x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  o  
 No  x













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 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  o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 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 Part III of this Form 10-K or
any amendment to this Form 10-K.  x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer (Do not check if a smaller reporting company)
            o
            
            Smaller
      reporting company
            x




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




Number of
shares of the registrant’s common stock outstanding as of July 14, 2009 was
32,402,935.














TABLE
OF CONTENTS




PART
      IITEM
      1.
                                  DESCRIPTION OFBUSINESS
                                  1ITEM
      2.
                                  PROPERTIES
                                  6ITEM
      3.
                                  LEGAL
      PROCEEDINGS
                                  6ITEM
      4.
                                  SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY
      HOLDERS
                                  6PART
      IIITEM
      5.
                                  MARKET FOR
      REGISTRANT’S COMMON EQUITY; RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
                                  6ITEM
      6.
                                  SELECTED FINANCIAL
      DATA
                                  7ITEM
      7.
                                  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  7ITEM 7A.
                                  QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                                  13ITEM
      8.
                                  FINANCIAL STATEMENTS
      AND SUPPLEMENTARY DATA
                                  F-ITEM
      9.
                                  CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                  14ITEM
      9A.
                                  CONTROLS AND
      PROCEDURES
                                  14PART
      IIIITEM
      10.
                                  DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                  15ITEM
      11.
                                  EXECUTIVE
      COMPENSATION
                                  17ITEM
      12.
                                  SECURITY
      OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
                                  19ITEM
      13.
                                  CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR
      INDEPENDENCE
                                  20ITEM
      14.
                                  PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                  20PART
      IVITEM
      15.
                                  EXHIBITS, FINANCIAL
      STATEMENT SCHEDULES
                                  21














PART
I




ITEM 1. DESCRIPTION OF
BUSINESS




Note
About Forward-Looking Statements




Certain
statements in this report, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties that may cause actual results to differ materially from
the forward-looking statements. A detailed discussion of these and other risks
and uncertainties that could cause actual results and events to differ
materially from such forward-looking statements is included in the section
entitled “Risk Factors” in our fiscal year 2009 Form 10-K. We undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or otherwise.




GENERAL




Our
mission is to enable VOIP business’s and entrepreneurs to offer a full array of
VOIP features Globally. Since the company was founded, we have worked to achieve
this mission by creating technology that transforms the way people communicate
via VOIP. We develop and market software services and solutions that we believe
deliver new opportunities, greater convenience, and enhanced value to people’s
lives. We do business throughout the world.




We
generate revenue by developing, manufacturing, licensing, and supporting a wide
range of software products and services for many different types of devices. Our
focus is to build on this foundation through ongoing innovation in our
integrated software platforms, by delivering compelling value propositions to
customers, by responding effectively to customer and partner needs, and by
continuing to emphasize the importance of product excellence, business efficacy,
and accountability.




4306,
Inc. was incorporated on December 9, 2005 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. We act as a holding company
for our subsidiaries; we have had no operations since inception.




On
February 20, 2007, the Company entered into a share exchange agreement with
Voiceserve Limited, a United Kingdom corporation with its principal place of
business located at Cavendish House, 369 Burnt Oak Broadway, Edgware, Middlesex
HA8 5AW and the shareholders of Voiceserve Limited. The Agreement provided for
the acquisition of Voiceserve by the Company, whereby Voiceserve became a wholly
owned subsidiary of the Company.




On
February 20, 2007, we acquired all of the outstanding capital stock of
Voiceserve in exchange for the issuance of 20,000,000 shares of 4306, Inc.
common stock to the Voiceserve shareholders.  In addition, the shareholders
of Voiceserve, agreed to cancel their 100,000 shares of the outstanding common
stock of 4306, Inc.  Based upon same, Voiceserve became our wholly-owned
subsidiary. Following the merger, we operate our business through our
wholly-owned subsidiary, Voiceserve Limited, which is engaged in the global
telecommunications industry.  We changed our name to Voiceserve, Inc. to
reflect our new business plan.






-1-






On
January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch
Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and
outstanding ordinary shares as well as all of VoipSwitch’s assets, including
customer orders and intangible assets, for total consideration of $3,000,000
($450,000 cash, $150,000 notes payable due on demand, $600,000 notes payable in
total monthly installments of $50,000 per month for 12 months, and 3,750,000
shares of VoiceServe common stock valued at $0.48 per share or
$1,800,000).




Payment
of the monthly installments of the $600,000 notes payable is contingent upon and
limited each month to the future monthly net income of VoipSwitch. Accordingly,
pursuant to SFAS No. 141, this $600,000 “contingent consideration” portion of
the $3,000,000 total purchase price was not included in the initial recorded
cost of the acquisition or the recorded notes payable. If and when the
contingency is resolved and payments of the $600,000 notes payable are made,
such paid amounts will be added to goodwill.




Overview




VoipSwitch
Inc. develops and implements various types of software that facilitate the
deployment of VOIP services globally, and to-date has successfully implemented
over approximately 1200 VoipSwitch systems around the world.




VoipSwitch
is a complete IP telephony offering a variety of services including wholesale
voip termination, device to phone technology, pc to phone/web to phone features,
calling cards, SMS/ANI/PIN/DID/WEB callback, DIDs' mapping, call shops and more.
Unlike competitive systems composed of many different parts, the Voipswitch
platform is fully integrated in one application which makes it exceptionally
easy to manage. All elements that are necessary for successful voip
implementation are already built in.  All the features are integrated
in one multiple server based application.




Business
Model




Voiceserve
has categorized its products into two divisions:




1)     Voipswitch,




2)     Voip-Proxy,




Voipswitch




Voipswitch
is a Softswitch integrator and provider. Its multiple functions enable the
purchaser to almost seemingly become a Telecoms Voip Operator. Voipswitch
delivers global communications through the VOIP backbone giving its users
extensive voice calling features, some of which are unavailable on traditional
telephones.




Voipswitch’s
features include:




·       Free
pier-pier calling worldwide,




·       Call
Back facility,




·       SMS
from desktop.




·       Callshop
programs,






-2-








·       Global
User Directory,




·       Conference
calling,




·       Monitoring
of Call Data Records,




·       Easily
managed availability, presence, and view status of contacts




·       Logs
– individual call and message history




·       End-to-end
encryption for superior privacy




·       Mobility
– login into Voiceserve account anywhere in the world and access contact
list




·       Vippie
mobile, which is a softphone application suitable for Symbian phones &
windows mobile,




·       Multiple
accounts etc.....




Voipswitch
Pricing’s




The price
of the VoipSwitch system consists of the main package price and separate prices
for the additional modules. There are two price options of the basic version of
the system.




·            Limited
licence at the price of $ 3500,




·            Unlimited
licence at the price of $ 5000.




The
limited license allows permits only a maximum of 30 simultaneous connections.
This version is recommended for start ups since it keeps the initial investment
minimal. As traffic increases the software can easily be upgraded to the next
level. The subsequent upgrade to the unlimited license does not require any
troublesome modifications. The limited version may run only on one IP
address.




With the
unlimited version, there is no limit on the number of simultaneous
calls.




The only
limitation is related to the hardware specifications of the server on which the
VoipSwitch operates. The unlimited license supports up to three Voipswitch’s
running simultaneously on independent servers attributed to the same company.
There are no restrictions regarding geographical locations.




Both
licensed versions have the capacity to implement the following:




·             PC
to Phone services (g723.1 softphone included )




·             Device
to phone services




·             DID
mapping




·             Wholesale
termination




·             Customers
billing




·             Web
interface for end users




·             Web
interface for administrator






-3-






Beyond
the main package, there are additional modules which extends the Voipswitch’s
features dramatically . The costs of the extra’s are listed below:




·
                            Callback
      module - SMS, ANI, PIN, DID, WEB
                            
                            $
                            1500IP
      IVR (Calling cards) module
                            
                            $
                            1500·
                            Resellers
      module
                            
                            $
                            1000·
                            Call
      Shop module
                            
                            $
                            700·
                            Online
      Shop module
                            
                            $
                            1000·
                            Softphone
      custom made design
                            
                            $
                            350·
                            Vippie
      Soft Phone
                            
                            $
                            1500·
                            IP
      PBX
                            
                            $
                            3000-
                            Voipswitch
      Mobile Softphone (windows)
                            
                            $
                            2500-
                            Voipswitch
      Mobile Softphone (Symbian)
                            
                            $
                            2500-
                            Mobile
      softphone Custom (logo)
                            
                            $
                            150




VoipProxy




Voip-Proxy
has been established to act as a provider of quality termination international
minutes, and multiple DDI’s from numerous destinations across the globe.
Voip-proxy is an electronic marketplace for communications trading.




Voip-Proxy’s
online trading platform enables fixed and mobile service providers to buy, sell,
deliver and settle millions of minutes per year. Voip-Proxy provides a leading
marketplace for IP transit and paid peering. Multiple ISPs and content sites
buy, sell, deliver and settle IP transit and peering.




Voip-Proxy
provides A-Z voice termination through interconnections with Tier 1 Providers.
The quality of our connections is aimed to be the highest standard possible.
High ASR & short PPD witness the high standard of our system. The Voip-Proxy
network is supported by a 24/7 network-operation-centre, ensuring the constant
quality of our service.




We offer
our service to carriers, small businesses, callshops, resellers and other VOIP
service providers.




The set
up procedure is fast and simple. An account is created, prepayment via one of
our numerous payment methods offered. Thereafter the client configures the
device and can benefit from the cheapest wholesale termination rates
around.




Development




Voipswitch
plans to include the following new products:




IPTV




Traditional
methods of content delivery, including air, satellite and cable are still
available, but they are prohibitively expensive for small and medium size
providers and are not globally scalable. For example, if a provider wants to
offer delivery of TV channels via cable, he has to invest millions of dollars to
build supporting infrastructure to the end users. Even if he succeeds, he will
be limited to scaling up his business within the national
boundaries.






-4-






Fortunately,
there are emerging technologies such as Internet Protocol Television (IPTV)
which enable low-cost and globally scalable delivery of multimedia content to
end users. IPTV technology enables the transport of high quality multimedia
content over public networks, such as the Internet. Because providers can
leverage on existing global Internet infrastructure, they gain the opportunity
to enter into the lucrative TV, Video-on-Demand, and Pay-per-View segments with
very low cost and compete successfully with established players like cable and
satellite companies.




Voipswitch
will be offering end-to-end IPTV Solution for distribution of IPTV,
Video-on-Demand, Audio-on-Demand, Pay-per-View and other services directly to
the TV sets of subscribers. The solution will feature robust user
authentication, powerful billing and CRM capabilities, and intelligent content
management. Utilizing advanced compression codecs, such as MPEG4 for video and
MP3 for audio, the solution allows consistent delivery of high quality
multimedia content to subscribers even when network bandwidth is
limited.




IPTV will
be an added feature within the Voipswitch infrastructure.




Virtual
PBX




The
Voipswitch PBX server due to be launched Q2 2009 will be designed for
implementations in mixed VoIP/PSTN and pure VoIP telecom environment. The
product will offer both traditional and next generation services, including VoIP
PBX, Auto Attendant (IVR), Voicemail, Unified Messaging, Follow-me, Conferencing
and more.




In
addition to traditional PBX services, the PBX feature will also offer a number
of next-generation VoIP PBX features including Voice-to-Email, Fax-to-Email,
Distinctive Ring, Selective Call Forward, Selective Call Rejection, Virtual
Ring, etc. All such features are available to both IP and PSTN callers. The VoIP
PBX server will also supports unified messaging, enabling subscribers to access
their voicemails via alternative communication methods. In particular, the VoIP
PBX server can be configured to send email notifications of received voicemails
or to email voicemail messages as audio attachments to subscribers.




Clients
will have the facility to program the server with custom made announcements
and/or perform custom call routing. The Follow-me feature allows subscribers to
receive calls at multiple numbers that they designate. If a subscriber does not
pick up at one location, the VoIP PBX server will ring onto a second or a third
number. If the call is not picked up within a certain time period, the call will
be transferred it to voicemail. The conferencing functionality enables providers
to bridge both PSTN and VoIP callers in a voice conference. The VoIP PBX server
supports public and private rooms, conference recording and real-time conference
administration via phone or web.




Financing & Revenue
Sources





Voiceserve
is headquartered in London. To support its growth and in recognition of global
opportunity, Voiceserve’s revenue stream is from the following:




1)VOIPSWITCH:-
Revenues generated from sales of licenses and their ongoing monthly service
charges to  resellers. Resellers range from small to medium VOIP
business’s globally offering telephony via the Internet enabling registered
users to call overseas at reduced rates, and between users for free. Purchasing
the Voipswitch license creates a virtual telecom supplier facility. www.voipswitch.com




2)VOIP-PROXY-
Being interconnected to multiple International telecom carriers, Voip-Proxy has
the capacity to offer smaller resellers & Wholesalers International,
National and mobile minutes at very keen competitive tariffs. The resellers and
whole-sellers interconnect to the network via VOIP, thus enabling them to
pre-pay and purchase the minutes to the specified destinations. www.voip-proxy.com






-5-




Voiceserve
is forming partnerships and franchises in various countries and is looking to
raise funds to partly subsidize its expansion.





Patent and
Trademarks




We
currently do not own any patents, trademarks or licenses of any kind and
therefore we have no protected rights with respect to our services.




Governmental
Regulations




There are
no governmental approvals necessary to conduct our current business. Although
this permits us to provide our services without the time and expense of
governmental supervision it also allows competitors to more easily enter this
business


market.




ITEM 2. DESCRIPTION OF
PROPERTY




Our
registered offices are located at Cavendish House, 369 Burnt Oak
Broadway  Edgware, Middlesex HA8 5AW.Voiceserve houses its
equipment at the above address. There is a lease agreement between Voiceserve
and the Landlord with a rent of approximately $801 per month. We believe that
this space is sufficient and adequate to operate our
current business.





ITEM 3. LEGAL PROCEEDINGS




We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.




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




None.




PART
II




ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS




Our
common stock has traded on the OTC Bulletin Board system under the symbol “VSRV”
since July 24, 2007.  There is a limited trading market for our Common
Stock.  The following table sets forth the range of high and low bid
quotations for each quarter within the last fiscal year.  These
quotations as reported by the OTCBB reflect inter-dealer prices without retail
mark-up, mark-down or commissions and may not necessarily represent actual
transactions.





High
                  
                  
                  LowApril
      1 2008 to June 30 2008
                  
                  $
                  0.60
                  
                  
                  $
                  0.35July
      1, 2008 to September 30, 3008
                  
                  $
                  0.47
                  
                  
                  $
                  0.29October
      1, 2008 to December 31, 2008
                  
                  $
                  0.38
                  
                  
                  $
                  0.26January
      1, 2009 to March 31, 2009
                  
                  $
                  0.24
                  
                  
                  $
                  0.24




The
source of these high and low prices was the OTCBB Bulletin
Board.  These quotations reflect inter-dealer prices, without retail
mark-up, markdown or commissions and may not represent actual
transactions.  The high and low prices listed have been rounded up to
the next highest two decimal places.





The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors,  many of which we have little or no
control.  In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for
our common stock, regardless of our actual or projected
performance.






-6-




Holders




As of
July 10, 2009, we had 100 record holders of our common stock, holding
32,402,935 shares.





Holders
of our common stock are entitled to one vote for each share on all matters
submitted to a stockholder vote. Holders of common stock do not have cumulative
voting rights.




Therefore,
holders of a majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common stock
representing a majority of the voting power of our capital stock issued and
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.




Although
there are no provisions in our charter or by-laws that may delay, defer or
prevent a change in control, we are authorized, without shareholder approval, to
issue shares of preferred stock that may contain rights or restrictions that
could have this effect.




Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.





The
issued and outstanding shares of our Common Stock were issued in accordance with
the exemptions from registration afforded by Section 4(2) of the Securities Act
of 1933.




Dividends




Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock,  Although we intend to retain our earnings, if any, to finance
the exploration and growth of our business, our Board of Directors will have the
discretion to declare and pay dividends in the future.





Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.




ITEM
6.      SELECTED FINANCIAL
DATA





Not
applicable for smaller reporting company.





ITEM
7.      MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS  OF OPERATIONS




The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.







-7-






Overview




The
following Management’s Discussion and Analysis (MD&A) is intended to help
the reader understand the results of operations and financial condition of
Voiceserve Inc. MD&A is provided as a supplement to, and should be read in
conjunction with, our financial statements and the accompanying notes to the
financial statements (“Notes”).




We were
founded December 9, 2005 by Michael Raleigh. On February 20, 2007, pursuant to a
share exchange agreement, Voiceserve Limited, a United Kingdom Corporation
founded in 2002, became our wholly owned subsidiary. Voiceserve Limited is a
global internet communications company that makes it possible for anyone with an
internet connection to make free high quality voice calls over the internet.
Following the merger, we adopted Voiceserve Limited’s business plan, and will be
conducting business as a global internet communications company. We have changed
our name to Voiceserve, Inc., to better reflect our new business
plan.




Voiceserve
Limited was founded in March 2002 by Michael Bibelman, Alexander Ellinson and
Mike Ottie. The founders have over 15 years of experience in the
telecommunications industry.




We
generate revenue by developing, manufacturing, licensing, and supporting a wide
range of Voip software products and services for many different types of
devices. VoipSwitch is a complete IP telephony offering a variety of services
including wholesale voip termination, device to phone technology, pc to
phone/web to phone features, calling cards, SMS/ANI/PIN/DID/WEB callback, DIDs'
mapping, call shops and more. Unlike competitive systems composed of many
different parts, the Voipswitch platform is fully integrated in one application
which makes it exceptionally easy to manage. All elements that are necessary for
successful voip implementation are already built in.  All the features
are integrated in one multiple server based application.




Our
revenue historically has fluctuated quarterly. Following the decision that we
should exhibit globally at key Telecom exhibitions our “Voipswitch Brand” has
gained recognition and popularity. Our mobile dialer released towards the end of
last year has proved to be a real success, it is module that sits on top of the
main Voipswitch license.




We intend
to sustain the long-term growth of our businesses through technological
innovation, engineering excellence, and a commitment to delivering high-quality
products and services to customers and partners. Recognizing that one of our
primary challenges is to help accelerate worldwide VOIP adoption, we continue to
advance the functionality, security, and value of VOIP telephony within emerging
markets. We also are increasing our focus on selling our products in emerging
markets. In addition, we continue to develop innovative applications and
solutions that we believe will enhance and improve communication within the
business community and beyond. To sustain the growth of our business amid
competition from other vendors of proprietary and open source software, our goal
is to deliver products that provide the best platform with the lowest total cost
of ownership.




We
continue to invest in research and development in existing and new lines of
business, including IPTV, Apple mobile and the blackberry handsets. We also
invest in research and development of advanced technologies for future products.
We believe that delivering innovative and high-value solutions through our
integrated platform is the key to meeting customer needs and to our future
growth.




We
believe that over the last few years we have laid a foundation for long-term
growth by delivering innovative products, creating opportunities for partners,
improving customer satisfaction with key audiences, and improving our internal
business processes. Our focus in fiscal year 2010 is to continue to build on
this foundation and to continue to execute well in key areas, including
continuing to innovate on our integrated software platform, responding
effectively to customer and partner needs, and continuing to focus internally on
product excellence.






-8-






Key
market opportunities include:




Voipswitch Softswitch
Technology. We are focused on delivering consumers softswitch products
that we believe are compelling in terms of design, features, and functionality.
We also are working to define the next era of VOIP telephony through the
development of innovative software that runs on a wide range of devices and
connects people quickly and easily to the information, experiences, and
communities they care about.




Mobile phone VOIP
connectivity. The ability to combine the power of VOIP and mobile
technology via the Internet represents an opportunity across every one of our
businesses. We believe our approach will enable us to deliver new experiences to
end users and new value to businesses.




Expanding our presence.
Through our ability to deliver additional value in voip telephony, we believe we
are well-positioned to build on our strength.




Revenue
growth was driven primarily by increased sales of the Mobile dialers. Operating
income increased primarily reflecting increased revenue.




Operating
Expenses




Cost
of Revenue




Cost of
revenue includes the manufacturing and distribution costs for products sold and
programs licensed. It also includes operating costs related to product support
and product distribution. Costs were also generated associated with the delivery
of consulting services. Cost of revenue increased in fiscal year 2009,
reflecting increased data center and equipment costs, and increased costs
associated with the growth in our consulting services. Cost of revenue increased
in fiscal year 2009, primarily driven by the amount of exhibitions we exhibited,
and costs associated with the growth in consulting services.




Sales
and Marketing




Sales and
marketing expenses include expenses associated with sales and marketing
personnel and advertising, promotions, trade shows, seminars, and other
programs. Sales and marketing expenses increased during fiscal year 2009,
primarily reflecting increased consultancy expenses and increased marketing
campaigns.




Plan
of Operation




During
the next twelve months, we expect to take the following steps in connection with
the development of our business and the implementation of our plan of
operations:




▪
            In
      the second quarter of 2009 we anticipate a boost in sales through all our
      products. Revenues for the projected year should reach approximately $2.5
      million.




We have
exhibited at a few key exhibitions across the continent and expect to increase
the amount of exhibitions during the course of this year.






-9-




▪
                We
      hope to hire programmers on a dedicated basis in order to execute our
      plans to further enhance IPTV which is the future in technology. We
      anticipate paying either an annual salary or hourly fee to dedicated
      programmers depending upon the workload required. We expect that we will
      require a minimum of $150,000 for programmers in 2009 to optimally
      implement our plans.▪
                It
      is Voiceserve’s aim to amass a large subscription base thus increasing
      revenues and hence
profitability.




RESULTS OF OPERATIONS FOR
THE YEAR ENDED MARCH 31, 2009 COMPARE TO THE YEAR ENDED MARCH 31,
2008





The
following table presents the statement of operations for the year ended March
31, 2009 as compared to the comparable period of the year ended March 31, 2008.
The discussion following the table is based on these results.




Year
      Ended March 31,2009
                                  
                                  
                                  2008Operating
      revenues:Software license fees
                                  
                                  $
                                  1,379,135
                                  
                                  
                                  $
                                  269,911Revenues from communications air time
                                  
                                  
                                  552,301
                                  
                                  
                                  
                                  663,339Net sales of communications devices
                                  
                                  
                                  93
                                  
                                  
                                  
                                  1,232Total operating revenues
                                  
                                  
                                  1,931,529
                                  
                                  
                                  
                                  934,482Cost
      of operating revenues:Software license fees
                                  
                                  
                                  696,999
                                  
                                  
                                  
                                  74,485Communications
      air time
                                  
                                  
                                  608,518
                                  
                                  
                                  
                                  737,673Communications devices
                                  
                                  
                                  2,596
                                  
                                  
                                  
                                  24,719Total cost of operating revenues
                                  
                                  
                                  1,302,113
                                  
                                  
                                  
                                  836,877Gross
      profit (loss)
                                  
                                  
                                  629,416
                                  
                                  
                                  
                                  97,605Operating
      expenses:Selling, general and administrative expenses, includingstock-based compensation of $50,417 and$59,583,  respectively
                                  
                                  
                                  998,767
                                  
                                  
                                  
                                  934,401Total operating expenses
                                  
                                  
                                  998,767
                                  
                                  
                                  
                                  934,401Income
      (loss) from operations
                                  
                                  
                                  (369,351)
                                  
                                  
                                  
                                  (836,796)Interest
      income
                                  
                                  
                                  178
                                  
                                  
                                  
                                  1,760Interest
      expense
                                  
                                  
                                  (1,840)
                                  
                                  
                                  
                                  (161)Income
      (loss) before income taxes
                                  
                                  
                                  (371,013)
                                  
                                  
                                  
                                  (835,597)Income
      taxes (benefit)
                                  
                                  
                                  ---
                                  
                                  
                                  
                                  ----Net
      income (loss)
                                  
                                  $
                                  (371,013)
                                  
                                  
                                  $
                                  (835,597)Net
      income (loss) per share - basic and diluted
                                  
                                  $
                                  (0.01)
                                  
                                  
                                  $
                                  (0.03)Weighted
      average number of sharesoutstanding - basic and diluted
                                  
                                  
                                  29,160,680
                                  
                                  
                                  
                                  23,946,681




-10-






Total
Revenues





Revenues
for year end March 2009 were $1,931,529 as compared to $934,482 for year end
March 2008, an approximate increase of 107% of 2008. The Company's revenue
growth was the result of its purchase of Voipswitch Inc in January 2008. The
total revenues of airtime for the year end March 2009 were $552,301, that of
communication devices was $93 and that of Software licenses was a total of
$1,379,135. This compares to revenues of $663,339 for the year ending March 2008
from air time, $1,232 for communication devices and $269,911 license sales for
that period. The Company’s client base is spread globally.  The revenues
were generated from 52% of sales in Asia, 27% of sales in North America,14% of
sales in Europe and  7% across
other  regions.




Cost
of Revenues





Cost of
revenues for 2009 was $1,302,113 compared to $836,877 for 2008. The increase in
cost of revenues in 2009 relates to a dramatic increase in sales. The increase
in cost of revenue was also the result of Voiceserve hiring additional
technology service professionals to complete its development of products, and
service the current clientele. These costs of revenue accounted for the entire
total for year end March 2009.





Gross
Profit




The gross
profit for year end Marh 2009 was $629,416 compared to $97,605 for 2008. The
gross margin in 2009 was 33%. The increased sales of Voipswitch licenses with
high gross margins caused the increase in gross margin.





Operating
Expenses





Operating
expenses for year end March 2009 were $998,767 as compared to $934,401 for year
end March 2008. The increase in operating expenses was due primarily to higher
advertising and selling expenses.





For the
year ended March 31, 2009, amortization of intangible assets expense was
$230,000.  $200,000 was included in cost of software license fees and
$30,000 was included in selling, general and administrative
expenses.





Income
(loss) from operations





Income
(Loss) from operations for the year ended March 31, 2009 totaled $(369,351)
compared to $(836,796) for the year ended March 31, 2008, a decrease of $467,445
or approximately 56%. The decrease in loss from operations was due to the
increase in revenues and gross profit.






-11-




Net
income (loss)





Net loss
was US$(371,013) in the fiscal year ended March 31, 2009, compared to
US$(835,597) in the fiscal year ended March 31, 2008, a decrease of US$464,584,
or 56%. Our net loss decreased because of the increase in revenues and
gross profit.





The
operating results of VoipSwitch have been included in the accompanying
consolidated statements of operations from January 15, 2008 (date of
acquisition).  Had the acquisition occurred April 1, 2007, pro forma
operating revenues, net income (loss) and diluted net income (loss) per share
would be $1,319,756, $(868,368), and $(0.03), respectively, for the year ended
March 31, 2008.





LIQUIDITY AND CAPITAL
RESOURCES





As of
March 31, 2009 we had $175,072 in cash. A substantial amount of cash will be
required in order to grow operations over the next twelve months. Based upon our
current cash we may not be able to meet our current expenses and may need
additional capital. We intend to seek advice from investment professionals on
how to obtain additional capital and believe that by being a public entity we
will be more attractive to sources of capital. In addition, we will need to
raise additional capital to continue our operations past 12 months, and there is
no assurance we will be successful in raising the needed capital. Currently we
have no material commitments for capital expenditures. Management believes
that actions presently being taken to obtain additional funding and implement
its strategic plans provide the opportunity for the Company to continue as a
going concern.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty




Investment
agreement





On August
20, 2007, VoiceServe entered into an Investment Agreement with Dutchess Private
Equities Fund, Ltd. (the “Investor”).  Pursuant to this Agreement, the
Investor shall commit to purchase up to $10,000,000 of our common stock over the
course of thirty-six (36) months.  The amount that we shall be entitled to
request from each purchase (“Puts”) shall be equal to, at our election, either
(i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market only)
of the common stock for the ten (10) trading days prior to the applicable Put
Notice Date, multiplied by the average of the three (3) daily closing bid prices
immediately preceding the Put Date.  The Put Date shall be the date that
the Investor receives a put notice of a draw down by us.  The purchase
price shall be set at ninety-three percent (93%) of the lowest closing Best Bid
price of the Common Stock during the pricing period.  The pricing period
shall be the five (5) consecutive trading days immediately after the put notice
date.  There are put restrictions applied on days between the put date and
the closing date with respect to that particular put.  During this time, we
shall not be entitled to deliver another put notice.





In
connection with the Agreement, we entered into a Registration Rights Agreement
with the Investor (”Registration Agreement”).  Pursuant to the Registration
Agreement, we were obligated to file a registration statement with the
Securities and Exchange Commission (“SEC”) covering 2,335,550 shares of the
common stock underlying the Investment Agreement within 15 days after the
execution date.  We filed a registration statement with the SEC covering
the Investor shares on October 4, 2007, which was then declared effective on
November 6, 2007.






-12-





CRITICAL ACCOUNTING
PRONOUNCEMENTS





Our
significant accounting policies are summarized in Note 2 of our financial
statements included in our report on this Form 10-K.





Policies
determined to be critical are those policies that have the most significant
impact on our financial statements and require management to use a greater
degree of judgment and estimates. Actual results may differ from those
estimates. Our management believes that given current facts and circumstances,
it is unlikely that applying any other reasonable judgments or estimate
methodologies would have materially effected our results of operations,
financial position or liquidity for the periods presented in this
report.





OFF-BALANCE
SHEET ARRANGEMENTS





We have
never entered into any off-balance sheet financing arrangements and have never
established any special purpose entities. We have not guaranteed any debt or
commitments of other entities or entered into any options on non-financial
assets.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOUSURES ABOUT
MARKET RISK





Market
risk is the risk of loss from adverse changes in market prices and interest
rates. We do not have substantial operations at this time so they are not
susceptible to these market risks.  If, however, we begin to generate
substantial revenue, our operations may be materially impacted by interest rates
and market prices.






-13-









ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA






VOICESERVE,
INC.
 Index
to Financial Statements








PageReport
      of Independent Registered Public Accounting Firm
                  F-2Financial
      Statements:Consolidated
      Balance Sheets as of March 31, 2009 andMarch
      31, 2008
                  F-3Consolidated
      Statements of Operations for the years ended March 31, 2009 and
      2008
                  F-4Consolidated
      Statements of Changes in Stockholders’ Equity (Deficiency) for the
      years ended March 31, 2009 and 2008
                  F-5Consolidated
      Statements of Cash Flows for the years endedMarch
      31, 2009 and 2008
                  F-6Notes
      to Consolidated Financial Statements
                  F-7






F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders of
 Voiceserve,
Inc.
 
 I have
audited the accompanying consolidated balance sheets of Voiceserve, Inc. and
subsidiaries (the “Company”) as of March 31, 2009 and 2008, and the related
consolidated statements of operations, changes in stockholders’ equity
(deficiency), and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management.  My
responsibility is to express an opinion on these financial statements based on
my audits.
 
 I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audits provide a reasonable
basis for my opinion.
 
 In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Voiceserve, Inc. and
subsidiaries as of March 31, 2009 and 2008 and the results of their operations
and cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.
 
 The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 2 to the financial statements, the Company’s present financial situation
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to this matter are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/ Michael T. Studer CPA
P.C.
 
 
 Freeport,
New York
 July 14,
2009
 
 
 F-2
 
 VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Balance SheetsMarch
      31,2009
                              
                              
                              2008AssetsCurrent
      assets:Cash
      and cash equivalents
                              
                              $
                              175,072
                              
                              
                              $
                              50,046Accounts
      receivable, net of allowancefor
      doubtful accounts of $0 and $29,788, respectively
                              
                              
                              31,243
                              
                              
                              
                              62,851Prepaid
      expenses
                              
                              
                              19,837
                              
                              
                              
                              165,840Total
      current assets
                              
                              
                              226,152
                              
                              
                              
                              278,737Property
      and equipment, net of accumulated depreciationof
      $53,986 and $68,101, respectively
                              
                              
                              13,084
                              
                              
                              
                              24,231Intangible
      assets, net of  accumulated amortization of$277,917
      and $47,917, respectively
                              
                              
                              2,365,874
                              
                              
                              
                              2,496,874Total
      assets
                              
                              $
                              2,605,110
                              
                              
                              $
                              2,799,842Liabilities and Stockholders' Equity
      (Deficiency)Current
      liabilities:Accounts
      payable
                              
                              $
                              176,045
                              
                              
                              $
                              160,051Accrued
      expenses payable
                              
                              
                              48,347
                              
                              
                              
                              77,815Deferred
      software license fees
                              
                              
                              121,993
                              
                              
                              
                              64,334Loans
      payable to related parties
                              
                              
                              60,514
                              
                              
                              
                              44,768Due
      sellers of VoipSwitch Inc.
                              
                              
                              150,000
                              
                              
                              
                              150,000Total
      current liabilities
                              
                              
                              556,899
                              
                              
                              
                              496,968Stockholders'
      equity (deficiency):Preferred
      stock, $.001 par value; authorized10,000,000
      shares, none issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $.001 par value; authorized100,000,000
      shares, issued and outstanding29,402,935
      and 28,877,935 shares, respectively
                              
                              
                              29,403
                              
                              
                              
                              28,878Additional
      paid-in capital
                              
                              
                              4,330,765
                              
                              
                              
                              4,231,445Deficit
                              
                              
                              (2,328,713
                              )
                              
                              
                              (1,957,700
                              )Accumulated
      other comprehensive income (loss)
                              
                              
                              16,756
                              
                              
                              
                              251Total
      stockholders' equity (deficiency)
                              
                              
                              2,048,211
                              
                              
                              
                              2,302,874Total
      liabilities and stockholders' equity (deficiency)
                              
                              $
                              2,605,110
                              
                              
                              $
                              2,799,842
 
 See
notes to consolidated financial statements.
 F-3
 
 VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Statements of OperationsYear
      Ended March 31,2009
                      
                      
                      2008Operating
      revenues:Software
      license fees
                      
                      $
                      1,379,135
                      
                      
                      $
                      269,911Revenues
      from communications air time
                      
                      
                      552,301
                      
                      
                      
                      663,339Net
      sales of communications devices
                      
                      
                      93
                      
                      
                      
                      1,232Total
      operating revenues
                      
                      
                      1,931,529
                      
                      
                      
                      934,482Cost
      of operating revenues:Software
      license fees
                      
                      
                      690,999
                      
                      
                      
                      74,485Communications
      air time
                      
                      
                      608,518
                      
                      
                      
                      737,673Communications
      devices
                      
                      
                      2,596
                      
                      
                      
                      24,719Total
      cost of operating revenues
                      
                      
                      1,302,113
                      
                      
                      
                      836,877Gross
      profit (loss)
                      
                      
                      629,416
                      
                      
                      
                      97,605Operating
      expenses:Selling,
      general and administrative expenses, includingstock-based
      compensation of $50,417 and$59,583,
      respectively
                      
                      
                      998,767
                      
                      
                      
                      934,401Total
      operating expenses
                      
                      
                      998,767
                      
                      
                      
                      934,401Income
      (loss) from operations
                      
                      
                      (369,351
                      )
                      
                      
                      (836,796
                      )Interest
      income
                      
                      
                      178
                      
                      
                      
                      1,360Interest
      expense
                      
                      
                      (1,840
                      )
                      
                      
                      (161
                      )Income
      (loss) before income taxes
                      
                      
                      (371,013
                      )
                      
                      
                      (835,597
                      )Income
      taxes (benefit)
                      
                      
                      -
                      
                      
                      
                      -Net
      income (loss)
                      
                      $
                      (371,013
                      )
                      
                      $
                      (835,597
                      )Net
      income (loss) per share - basic and diluted
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.03
                      )Weighted
      average number of sharesoutstanding
      - basic and diluted
                      
                      
                      29,160,680
                      
                      
                      
                      23,946,681
 
 See
notes to consolidated financial statements.
 F-4
  VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Changes in Stockholders' Equity (Deficiency)Accumulated
                        
                        
                        TotalCommon
      Stock
                        
                        
                        Additional
                        
                        
                        
                        
                        
                        Other
                        
                        
                        Stockholders'$.001
      par value
                        
                        
                        Paid-In
                        
                        
                        
                        
                        
                        Comprehensive
                        
                        
                        EquityShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        Income
      (Loss)
                        
                        
                        (Deficiency)Balances,March
      31, 2007
                        
                        
                        22,173,140
                        
                        
                        $
                        22,173
                        
                        
                        $
                        1,084,918
                        
                        
                        $
                        (1,122,103
                        )
                        
                        $
                        (1,667
                        )
                        
                        $
                        (16,679
                        )Sale
      of shares inprivate
      placements,less
      $9,477 privateplacement
      costs
                        
                        
                        2,803,195
                        
                        
                        
                        2,803
                        
                        
                        
                        1,239,720
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,242,523Settlement
      withconsultant
                        
                        
                        (50,000
                        )
                        
                        
                        (50
                        )
                        
                        
                        50
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Shares
      issued pursuantto
      consultingagreement
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        109,800
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        110,000Shares
      issued pursuantto
      InvestmentAgreement
                        
                        
                        1,600
                        
                        
                        
                        2
                        
                        
                        
                        707
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        709Shares
      issued pursuantto
      acquisition ofVoipSwitch
      Inc.
                        
                        
                        3,750,000
                        
                        
                        
                        3,750
                        
                        
                        
                        1,796,250
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,800,000Foreign
      currencytranslationadjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,918
                        
                        
                        
                        1,918Net
      income (loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (835,597
                        )
                        
                        
                        -
                        
                        
                        
                        (835,597
                        )Balances,March
      31, 2008
                        
                        
                        28,877,935
                        
                        
                        
                        28,878
                        
                        
                        
                        4,231,445
                        
                        
                        
                        (1,957,700
                        )
                        
                        
                        251
                        
                        
                        
                        2,302,874Sale
      of shares inprivate
      placements
                        
                        
                        525,000
                        
                        
                        
                        525
                        
                        
                        
                        99,320
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        99,845Foreign
      currencytranslationadjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        16,505
                        
                        
                        
                        16,505Net
      income (loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (371,013
                        )
                        
                        
                        -
                        
                        
                        
                        (371,013
                        )Balances,March
      31, 2009
                        
                        
                        29,402,935
                        
                        
                        $
                        29,403
                        
                        
                        $
                        4,330,765
                        
                        
                        $
                        (2,328,713
                        )
                        
                        $
                        16,756
                        
                        
                        $
                        2,048,211
   See
notes to consolidated financial statements.
 F-5
 VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Cash FlowsYear
      Ended March 31,2009
                        
                        
                        2008Cash
      flows from operating activities:Net
      income (loss)
                        
                        $
                        (371,013
                        )
                        
                        $
                        (835,597
                        )Adjustments
      to reconcile net income (loss) to netcash
      provided by (used in) operating activities:Depreciation
                        
                        
                        5,276
                        
                        
                        
                        8,175Amortization
                        
                        
                        230,000
                        
                        
                        
                        47,917Stock-based
      compensation
                        
                        
                        50,417
                        
                        
                        
                        59,583Changes
      in operating assets and liabilities:Accounts
      receivable, net
                        
                        
                        31,608
                        
                        
                        
                        (61,761
                        )Inventory
                        
                        
                        -
                        
                        
                        
                        50,953Prepaid
      expenses
                        
                        
                        95,586
                        
                        
                        
                        (112,175
                        )Accounts
      payable
                        
                        
                        15,994
                        
                        
                        
                        490Accrued
      expenses payable
                        
                        
                        (29,468
                        )
                        
                        
                        64,984Deferred
      software license fees
                        
                        
                        57,659
                        
                        
                        
                        15,860Net
      cash provided by (used in) operating activities
                        
                        
                        86,059
                        
                        
                        
                        (761,571
                        )Cash
      flows from investing activities:Retirements
      (purchases) of property and equipment
                        
                        
                        5,871
                        
                        
                        
                        (2,396
                        )Acquisition
      of VoipSwitch Inc.
                        
                        
                        (99,000
                        )
                        
                        
                        (543,318
                        )Net
      cash provided by (used in) investing activities
                        
                        
                        (93,129
                        )
                        
                        
                        (545,714
                        )Cash
      flows from financing activities:Proceeds
      from sales of common stock
                        
                        
                        99,845
                        
                        
                        
                        1,243,232Increase
      (decrease) in loans payable to related parties
                        
                        
                        15,746
                        
                        
                        
                        (97,907
                        )Net
      cash provided by (used in) financing activities
                        
                        
                        115,591
                        
                        
                        
                        1,145,325Effect
      of exchange rate changes on cash and cash equivalents
                        
                        
                        16,505
                        
                        
                        
                        1,555Increase
      (decrease) in cash and cash equivalents
                        
                        
                        125,026
                        
                        
                        
                        (160,405
                        )Cash
      and cash equivalents, beginning of period
                        
                        
                        50,046
                        
                        
                        
                        210,451Cash
      and cash equivalents, end of period
                        
                        $
                        175,072
                        
                        
                        $
                        50,046Supplemental
      disclosures of cash flow information:Interest
      paid
                        
                        $
                        1,840
                        
                        
                        $
                        161Income
      taxes paid
                        
                        $
                        -
                        
                        
                        $
                        -






See
notes to consolidated financial statements.
 F-6




VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
 
 VoiceServe,
Inc. (“VoiceServe”) was incorporated in the State of Delaware on December 9,
2005 under the name 4306, Inc.  On February 20, 2007, VoiceServe
acquired 100% of the issued and outstanding stock of VoiceServe Limited
(“Limited”), a corporation incorporated in the United Kingdom on March 21, 2002,
in exchange for 20,000,000 shares of VoiceServe common stock (representing 100%
of the issued and outstanding shares of VoiceServe after the
exchange).  From October 1, 2006 to February 20, 2007, Limited owned
100% of the issued and outstanding shares of VoiceServe.  Accordingly,
this acquisition was treated as a combination of entities under common control
and was accounted for in a manner similar to pooling of interests
accounting.  The consolidated financial statements include the
operations of VoiceServe from October 1, 2006 and the operations of Limited from
its inception on March 21, 2002.
 
 On
January 15, 2008, VoiceServe acquired 100% of the issued and outstanding stock
of VoipSwitch Inc. (“VoipSwitch”), a corporation incorporated in the Republic of
Seychelles on May 9, 2005 (see Note 3).  VoipSwitch licenses software
systems (online telephony management applications) to customers
online.  Generally, the license of a system includes remote
installation and initial configuration of the main system, training relating to
the use of the system and modules, and 1 year technical support.
 
 VoiceServe
has had no operations; VoiceServe is a holding company for its wholly owned
subsidiaries Limited (since February 20, 2007) and VoipSwitch (since January 15,
2008).
 
 Limited
is engaged in the telephone communications business from its London, United
Kingdom office.  Limited offers customers through its software voice
calls over the internet.  The software allows computer users to access
the Company’s exchange via the internet and through the exchange connect with
numerous sources of telephone communications at discounted
rates.  Since January 15, 2008, Limited has also licensed VoipSwitch
software systems.
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 (a) 
 Principles of Consolidation
 
 The
consolidated financial statements include the accounts of VoiceServe and its
wholly owned subsidiaries Limited and VoipSwitch (collectively, the “Company”).
All intercompany balances and transactions have been eliminated in
consolidation.
 
 (b) Basis of
presentation
 
 The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States (“US GAAP”).
 
 
 
 F-7
    VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
  The
financial statements have been prepared on a “going concern” basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, as of March 31, 2009, the Company
had negative working capital of $330,747.  Further, since inception,
the Company has incurred losses of $2,328,713.  These factors raise
substantial doubt as to the Company’s ability to continue as a going
concern.  The Company plans to improve its financial condition by
raising capital through sales of shares of its common stock.  Also,
the Company plans to pursue new customers and certain acquisition prospects to
attain profitable operations.  However, there is no assurance that the
Company will be successful in accomplishing these objectives.  The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
 
 (c)  
Use of Estimates
  The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the
reported amounts of revenues and expenses during the reporting
periods.  Actual results could
differ from those estimates.
 
 (d)  Fair
Value of Financial Instruments
  The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable, net, accounts payable, accrued expenses payable, loans payable to
related parties, and due sellers of VoipSwitch Inc..  The fair value
of these financial instruments approximate their carrying amounts reported in
the balance sheets due to the short term maturity of these
instruments.
  (e) Foreign
Currency Translation
  The
functional currency of VoiceServe is the United States dollar.  The
functional currency of Limited is the United Kingdom pound sterling
(“£”).  The functional currency of VoipSwitch is the United States
dollar.  The reporting currency of the Company is the United States
dollar.  Limited’s assets and liabilities are translated into United
States dollars at the period-end exchange rates ($1.429640 and $1.985884 at
March 31, 2009 and March 31, 2008, respectively).  Limited’s revenue
and expenses are translated at weighted average exchange rates ($1.729932 and
$2.009897 for the years ended March 31, 2009 and March 31, 2008,
respectively).  Translation adjustments are included in accumulated
other comprehensive income (loss) in the stockholders’ equity section of the
balance sheets.
 
 (f) 
  Cash and Cash Equivalents
  The
Company considers all liquid investments purchased with a maturity of three
months or less to be cash equivalents.
    F-8
  VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
    (g) Property
and Equipment, Net
  Property
and equipment, net is stated at cost less accumulated
depreciation.  Depreciation is calculated using an accelerated
declining balance method over the estimated useful lives of the respective
assets.
  (h)  Intangible
Assets
  Intangible
assets, net are stated at their estimated fair values at date of acquisition
less accumulated amortization.  Amortization is calculated using the
straight-line method over the estimated economic lives of the respective
assets.
  (i)  
 Goodwill and Intangible Assets with Indefinite Lives
  The
Company does not amortize goodwill and intangible assets with indefinite useful
lives, but instead tests for impairment at least annually.  When
conducting the annual impairment test for goodwill, the Company compares the
estimated fair value of a reporting unit containing goodwill to its carrying
value.  If the estimated fair value of the reporting unit is
determined to be less than its carrying value, goodwill is reduced and an
impairment loss is recorded.
  (j)  
 Long-lived Assets
  The
Company reviews long-lived assets held and used, intangible assets with finite
useful lives and assets held for sale for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.  If an evaluation of  recoverability is
required, the estimated undiscounted future cash flows associated with the asset
is compared to the asset’s carrying amount to determine if a write-down is
required.  If the undiscounted cash flows are less than the carrying
amount, an impairment  loss is recorded to the extent that the
carrying amount exceeds the fair value.
 
 (k)  
Revenue Recognition
  Revenues
from communications air time are recorded when the customer uses the air
time.  Substantially all revenues from communications air time are
prepaid by the customer by credit card.
  Revenues
from licenses of software are recognized upon delivery of the software when
persuasive evidence of an arrangement exists, the fee is fixed or determinable,
and collectibility is probable.  The portion of the fee allocated to
postcontract customer support and services is recognized ratably over the period
of the agreed support and services.
 
 
 F-9
 
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
  Sales of
communications devices are recorded when title passes to the customer which is
generally at time of shipment to the customer.  Substantially all
sales are prepaid by the customer
by credit card.
 
 (l)   
Advertising
  Advertising
costs are expensed as incurred and amounted to $142,493 and $31,960 for the
years ended March 31, 2009 and 2008, respectively.
 
 (m) 
 Stock-Based Compensation
  Stock-based
compensation is accounted for at fair value in accordance with SFAS Nos. 123 and
123(R), “Accounting for Stock-Based Compensation” and “Share-Based
Payment”.
  (n) 
 Income Taxes
 
 Income
taxes are accounted for under the assets and liability
method.  Current income taxes are provided in accordance with the laws
of the respective taxing authorities.  Deferred income taxes are
provided for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax credit
carryforwards.   Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled.  Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is not more likely than not that some portion or all of the deferred tax
assets will be realized.
 
 (o)  Net
Income (Loss) per Share
  Basic net
income (loss) per share is computed on the basis of the weighted
average   number of common shares outstanding during the
period.
  Diluted
net income (loss) per share is computed on the basis of the weighted average
number of common shares and dilutive securities (such as stock options and
convertible securities) outstanding.  Dilutive securities having an
anti-dilutive effect on diluted net income (loss) per share are excluded from
the calculation.
 
 
 
 F-10
 
  VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
3 – ACQUISITION OF VOIPSWITCH INC.
 
 On
January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch
Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and
outstanding ordinary
 shares as
well as all of VoipSwitch’s assets, including customer orders and intangible
assets, for
 total
consideration of $3,000,000 ($450,000 cash, $150,000 notes payable due on
demand, $600,000 notes payable in total monthly installments of $50,000 per
month for 12 months, and 3,750,000 shares of VoiceServe common stock valued at
$0.48 per share or $1,800,000).
 
 Payment
of the monthly installments of the $600,000 notes payable is contingent upon and
limited each month to the future monthly net income of
VoipSwitch.  Accordingly, pursuant to SFAS No. 141, this $600,000
“contingent consideration” portion of the $3,000,000 total purchase price was
not included in the initial recorded cost of the acquisition or the recorded
notes payable.  If and when the contingency is resolved and payments
of the $600,000 notes payable are made, such paid amounts will be added to
goodwill.
 
 The
estimated fair values of the identifiable net assets of VoipSwitch at January
15, 2008 (date of acquisition) consisted of:
  Cash
      and cash equivalents
                        
                        $
                        6,682Developed
      software (for licensing to customers)
                        
                        
                        2,000,000In-place
      contracts and customer list
                        
                        
                        100,000Trade
      name
                        
                        
                        100,000Accounts
      payable and accrued expenses
                        
                        
                        (2,999
                        )Deferred
      software license fees
                        
                        
                        (48,474
                        )Identifiable
      net assets
                        
                        $
                        2,155,209
  Goodwill
of $244,791 (excess of the $2,400,000 consideration, excluding the $600,000
contingent consideration, over the $2,155,209 identifiable net assets) was
recorded at the acquisition date January 15, 2008.  In February and
March 2008, $100,000 of the $600,000 “contingent consideration” notes payable
was paid and added to goodwill.  In the year ended March 31, 2009, an
additional $99,000 of the $600,000 “contingent consideration” notes payable was
paid and added to goodwill.
 
 The
operating results of VoipSwitch have been included in the accompanying
consolidated statements of operations from January 15, 2008 (date of
acquisition).  Had the acquisition occurred April 1, 2007, pro forma
operating revenues, net income (loss) and diluted net income (loss) per share
would be $1,319,756, $(868,368), and $(0.03), respectively, for the year ended
March 31, 2008.
 
 
  F-11
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
4 – INTANGIBLE ASSETS, NET
 
 Intangible
assets, net, consisted of:
  March
      31,2009
                            
                            
                            2008Acquisition
      of VoipSwitch:Developed
      software (for licensing to customers)
                            
                            $
                            2,000,000
                            
                            
                            $
                            2,000,000In-place
      contracts and customer list
                            
                            
                            100,000
                            
                            
                            
                            100,000Trade
      name
                            
                            
                            100,000
                            
                            
                            
                            100,000Goodwill
                            
                            
                            443,791
                            
                            
                            
                            344,791Total
                            
                            
                            2,643,791
                            
                            
                            
                            2,544,791Accumulated
      amortization
                            
                            
                            (277,917
                            )
                            
                            
                            (47,917
                            )Intangible
      assets, net
                            
                            $
                            2,365,874
                            
                            
                            $
                            2,496,874
   The
developed software, in-place contracts and customer list, and trade name are
amortized using the straight-line method over their estimated economic lives
(ten years for the developed software and trade name; five years for the
in-place contracts and customer list).  Goodwill is not
amortized.
 
 For the
years ended March 31, 2009 and 2008, amortization of intangible assets expense
was $230,000 and $47,917, respectively.  $200,000 and $41,667,
respectively,  was included in cost of software license
fees.  $30,000 and $6,250, respectively, was included in selling,
general and administrative expenses.
 
 Expected
future amortization expense for acquired intangible assets as of March 31, 2009
follows:
  Year ended March 31,
                        
                        Amount2010
                        
                        $
                        230,0002011
                        
                        
                        230,0002012
                        
                        
                        230,0002013
                        
                        
                        225,8332014
                        
                        
                        210,000Thereafter
                        
                        
                        796,250Total
                        
                        $
                        1,922,083
     F-12
 
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
  NOTE
5 – DEFERRED SOFTWARE LICENSE FEES
 
 As
described in Note 1, the licenses of the VoipSwitch systems generally include
certain postcontract customer support (“PCS”).  In accordance with the
American Institute of Certified Public Accountants (“AICPA”) Statement of
Position 97-2, “Software Revenue Recognition”, the Company allocates a portion
of the license fees to PCS based on the vendor-specific objective evidence of
fair value (generally $800 for 1 year technical support) of the PCS and
recognizes the PCS revenues ratably over the period of the agreed
PCS.
 
 Deferred
software license fees (attributable to PCS) for the years ended March 31, 2009
and 2008 were accounted for as follows:
  Year
      Ended March 31,2009
                          
                          
                          2008Balance,
      beginning of period
                          
                          $
                          64,334
                          
                          
                          $
                          -Additions
                          
                          
                          168,800
                          
                          
                          
                          88,474Recognized
      as revenue
                          
                          
                          (111,141
                          )
                          
                          
                          (24,140
                          )Balance,
      end of period
                          
                          $
                          121,993
                          
                          
                          $
                          64,334
  NOTE
6 – LOANS PAYABLE TO RELATED PARTIES
 
 Loans
payable to related parties consisted of:
 
  March
      31,2009
                            
                            
                            2008Due
      chief financial officer
                            
                            $
                            71
                            
                            
                            $
                            99Due
      chairman of the board of directors
                            
                            
                            18,289
                            
                            
                            
                            25,405Due
      chief operational officer
                            
                            
                            42,154
                            
                            
                            
                            19,264Total
                            
                            $
                            60,514
                            
                            
                            $
                            44,768
  The loans
payable to related parties are all non-interest bearing, unsecured, and due on
demand.
 
 
 
 F-13
 
 
 
 
 VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
7 – STOCKHOLDERS’ EQUITY
 
 In the
six months ended September 30, 2007, VoiceServe sold a total of 1,154,285 shares
of its common stock to 9 investors at a price of $0.35 per share, or for total
consideration of $404,000.
 
 On August
29, 2007, VoiceServe reached a settlement agreement with a consultant who
rendered services relating to the reverse acquisition.  Pursuant to
the settlement, 50,000 (of the 300,000 shares issued to this consultant in
February 2007) shares of common stock were returned to VoiceServe and
cancelled.
 
 In the
three months ended December 31, 2007, VoiceServe sold a total of 498,910 shares
of its common stock to 4 investors at prices ranging from $0.50 to $0.62 per
share for total consideration of $278,000.
 
 In
October 2007, VoiceServe issued 200,000 shares of its common stock (valued at
$110,000) to an investor relations firm pursuant to a consulting
agreement.
 
 In the
three months ended March 31, 2008, VoiceServe sold a total of 1,150,000 shares
of its common stock to 6 investors at prices ranging from $0.40 to $0.50 per
share for total consideration of $570,000.
 
 On
January 15, 2008 (see Note 3), VoiceServe issued 3,750,000 shares of its common
stock (valued at $1,800,000) pursuant to its acquisition of
VoipSwitch.
 
 In the
three months ended December 31, 2008, VoiceServe sold 25,000 shares of its
common stock to an investor at a price of $0.40 per share for net consideration
of $9,845.  In the three months ended December 31, 2008, VoiceServe
sold 500,000 shares of its common stock to an investor at a price of $0.18 per
share for net consideration of $90,000.
  NOTE
8 – INCOME TAXES
 
 No
provisions for income taxes were recorded in years ended March 31, 2009 and 2008
since the Company incurred losses in those years.
 
 Based on
management‘s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset attributable to the future
utilization of net operating loss carryforwards as of March 31, 2009 will be
realized.  Accordingly, the Company has provided a 100%
allowance against the deferred tax asset in the financial statements at March
31, 2009.
 
 
  F-14
 
 VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 The
Company will continue to review this valuation allowance and make adjustments as
appropriate.
 
 NOTE
9 – SEGMENT INFORMATION
 
 The
Company operates in one business segment: telephone communications.
 
 Operating
revenues by customer geographic area follow:
  Year
      Ended March 31,2009
                          
                          
                          2008Asia
                          
                          $
                          1,045,515
                          
                          
                          $
                          437,884North
      America
                          
                          
                          525,723
                          
                          
                          
                          236,527Europe
                          
                          
                          279,637
                          
                          
                          
                          199,998Other
                          
                          
                          80,654
                          
                          
                          
                          60,073Total
                          
                          $
                          1,931,529
                          
                          
                          $
                          934,482
 
  In the
year ended March 31, 2008, one Asian customer accounted for 17% of total
operating revenues, another Asian customer accounted for 11% of total operating
revenues, and one North American customer accounted for 11% of total operating
revenues.
 
 NOTE
10 – RELATED PARTY TRANSACTIONS
 
 For the
years ended March 31, 2009 and 2008, consulting fees paid to officers,
directors, and their affiliates totaled $306,278 and $310,635,
respectively.  These fees are included in selling, general, and
administrative expenses in the accompanying statements of
operations.
 
 NOTE
11 – COMMITMENTS AND CONTINGENCIES
 
 Investment
agreement
 
 On August
20, 2007, VoiceServe entered into an Investment Agreement with Dutchess Private
Equities Fund, Ltd. (the “Investor”).  Pursuant to this Agreement, the
Investor shall commit to purchase up to $10,000,000 of our common stock over the
course of thirty-six (36) months.  The amount
that we shall be entitled to request from each purchase (“Puts”) shall be equal
to, at our election,
either (i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market
only) of the common stock for the ten (10) trading days prior to the applicable
Put Notice Date, multiplied by the average of the three (3) daily closing bid
prices immediately preceding the Put
 
 
 F-15
    VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 Date.  The
Put Date shall be the date that the Investor receives a put notice of a draw
down by us.  The purchase price shall be set at ninety-three percent
(93%) of the lowest closing Best Bid price of the Common Stock during the
pricing period.  The pricing period shall be the five (5) consecutive
trading days immediately after the put notice date.  There are put
restrictions applied on days between the put date and the closing date with
respect to that particular put.  During this time, we shall not be
entitled to deliver another put notice.
 
 In
connection with the Agreement, we entered into a Registration Rights Agreement
with the Investor (”Registration Agreement”).  Pursuant to the
Registration Agreement, we were obligated to file a registration statement with
the Securities and Exchange Commission (“SEC”) covering 2,335,550 shares of the
common stock underlying the Investment Agreement within 15 days after the
execution date.  In addition, we were obligated to use all
commercially reasonable efforts to have the registration statement declared
effective by the SEC within 90 days after the execution date, which occurred
November 6, 2007.
 
 Service
agreements
 
 In
connection with the acquisition of VoipSwitch, VoiceServe entered into service
agreements with the three sellers.  The agreements have a three year
term (to January 15, 2011) and provide for monthly compensation of $6,000 for
each of the three individuals, or $18,000 per month total.  This
compensation is included in cost of software license fees in the accompanying
statements of operations.
 
 Rental
agreements
 
 Limited
rents office space at monthly rentals of £560 (or $801 translated at the March
31, 2009 exchange rate).  For the years ended March 31, 2009 and 2008,
rent expense was $9,342 and $16,063, respectively.
 
 NOTE
12 – SUBSEQUENT EVENTS
 
 On April
14, 2009, an additional $88,059 of the $600,000 “contingent consideration” notes
payable was paid.  The $88,059 will be added to goodwill in the three
months ended June 30, 2009.
  Effective
May 12, 2009, VoiceServe granted non –qualified stock options to 4 service
providers exercisable into a total of up to 703,000 shares of common stock at an
exercise price of $0.13 per share to December 23, 2013.  The options
vest 2/3 on December 23, 2010 and 1/3 on December 23, 2011.  The
$81,618 estimated fair value of the options will be expensed ratably over
the remaining requisite service period from May 12, 2009 to December
23, 2011.
 On May
21, 2009, VoiceServe approved the issuance of a total of 3,000,000 shares of its
common stock to the three sellers of VoipSwitch for services
rendered.  The $375,000 estimated fair value of the shares will be
expensed in the three months ended June 30, 2009.






F-16




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
  Our
significant accounting policies are summarized in Note 2 of our financial
statements included in our March 31, 2009.
  We have
adopted the following accounting standards. While all of these significant
accounting policies impact our financial condition, our views of these policies
are critical. Policies determined to be critical are those policies that have
the most significant impact on our financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates.
  Off-Balance Sheet
Arrangements
  We do not
have any off- balance sheet arrangements, financings or other relationships with
unconsolidated entities or other persons, also  known as “special
purpose entities” (SPEs)


ITEM 9A.  CONTROLS AND PROCEDURES




Evaluation of disclosure
controls and procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of  March 31,
2009. Based on this evaluation, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure




Changes in internal
controls




There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended March 31, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.






-14-






Management Report on
Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispostions
of the assets of the Company, (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.




Management
assessed our internal control over financial reporting as of March 31, 2009,
which was the end of our fiscal year. Management based its assessment on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Management’s
assessment included evaluation of such elements as the design and operating
effectiveness of key financial reporting controls, process, documentation,
accounting policies, and our overall control environment.




Based on
our assessment, management has concluded that our internal control over
financial reporting was effective as of the end of the fiscal year to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in
accordance with generally accepted accounting principles.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation
pursuant to temporary rules of the Securities and Exchange
Commission.





PART
III




ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CORPORATE GOVERNANCE




Our
executive officer’s and director’s and their respective age’s as of July 14,
2009 are as follows:





Aron
      Sandler
              39
              Chief
      Financial Officer and DirectorMichael
      Bibelman
              40
              Chief
      Executive Officer and DirectorAlexander
      Ellinson
              44
              Chairman
      of the Board of Directors & PresidentMike
      Ottie
              41
              Chief
      Operational Officer and DirectorKrzysztof
      Oglaza
              34
              Chief
      Technical Officer and DirectorMichal
      Kozlowski
              33
              Chief  Development
      OfficerLukasz
      Nowak
              31
              Chief  Integration
      Officer




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.




MR.
ARON SANDLER, CHIEF FINANCIAL OFFICER AND DIRECTOR.  Joined
Voiceserve Limited in September 2005, investing funds to complete the
development of Voiceserve’s products. Mr. Sandler a well known entrepreneur from
the North East of England amassed his wealth having developed a very large real
estate portfolio in the United Kingdom. His experience in real estate
encompasses the development of both residential and commercial properties. 
Following Voiceserve Limited's successful launch of its complete range of
products Mr. Sandler has taken an active role in the Company.





MR.
MICHAEL BIBELMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR.. Co-founder of Voiceserve
Limited has been involved in telecommunications since 1994. Having completed his
studies in the summer of 1994, Mr. Bibelman acquired his marketing
telecommunication skills after becoming an independent reseller for Calling Card
companies. Mr. Bibelman achieved contracts with major Belgium and United Kingdom
calling card distributors. In 1996 he joined Ambro International bringing with
his amassed calling card experience and introduced the United Kingdom and
Scotland telecommunications market with the famous “Big Talk” calling card. In
March 2002 Mr. Bibelman co-founded Voiceserve Limited with the goal of
developing VOIP technology and offering a complete solution to end
users.






-15-






MR.
ALEXANDER ELLINSON, CHAIRMAN OF THE BOARD OF DIRECTORS &
PRESIDENT. Co-
founder of Voiceserve Limited has been involved in telecommunications since
1994. Having completed his studies in the summer of 1989, Mr. Ellinson became
the senior Manager at Le Galerie Versailles Antique Auctioneers in Belgium. Mr.
Ellinson's corporate telecommunication experience was gained after he became an
Independent Marketing agent for a European Telecom provider. He achieved major
contracts with blue chip companies in both Holland and Germany. In 1996 Mr.
Ellinson relocated from Europe to the United Kingdom where he became involved
with the corporate infrastructure of Ambro International. In March 2002 Mr.
Ellinson co-founded Voiceserve Limited with the goal of developing VOIP
technology and offering a complete solution to end users.




MR.
MIKE OTTIE, CHIEF OPERATIONAL OFFICER AND DIRECTOR. Co-founding director
of Voiceserve Limited has been involved in the telecommunications since August
1997. Having completed an accounting degree in July 1992, Mr. Ottie proceeded to
acquire knowledge in computer and electronic systems. In August 1997 Mr. Ottie
was appointed senior computer and switching engineer for Econophone UK. During
September 2000 he became Chief Switching and Billing Manager for Ambro
International, a United Kingdom telecom company which offered reduced rates to
business and residential users. In March 2002 Mr. Ottie became the co-founder of
Voiceserve Limited, with the goal of developing VOIP technology and offering a
complete solution to end users.





MR.
KRZYSZTOF OGLAZA, CHIEF TECHNICAL OFFICER.Co-founding
director of Voipswitch Inc. Having completed his Engineering degree in
Information Technology at the Politeck School of Opole in Poland, Mr Oglaza
continued to secure a Masters in Technology in the college of
Wroclaw Poland in 2000. During his studies for his masters he became a
partner in Intermic S.C. a local internet provider. In 2002 Intermik was
incorporated by Netia Holding the largest Polish Private Telecom company.
Thereafter Voipswitch was founded.





MR.
MICHAL KOZLOWSKI, CHIEF DEVELOPMENT OFFICER,Co-founding
director of Voipswitch Inc. Having completed his Engineering degree in
Information Technology at the Politeck School of Opole in Poland, Mr Kozlowski
continued to secure a Masters in Technology in the college of
Wroclaw Poland in 2000. During his studies for his masters he became a
partner in Intermic S.C. a local internet provider. In 2002 Intermik was
incorporated by Netia Holding the largest Polish Private Telecom company.
Thereafter Voipswitch was founded.





MR.
LUKASZ NOWAK, CHIEF INTERGRATION OFFICER,Co-founding
director of Voipswitch Inc. Having completed to secure a Masters in Technology
in the college of Wroclaw Poland in 2001, Mr. Nowak became a partner of
Voipswitch in 2002.




Term of
Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.




All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.




None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.




-16-






Audit
Committee




We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.




Certain Legal
Proceedings




No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.




Compliance With Section
16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in the fiscal year ended March
31, 2009.




Code of
Ethics




The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.




ITEM 11. EXECUTIVE COMPENSATION




Compensation of Executive
Officers





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended March 31, 2009 and 2008 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):




SUMMARY
COMPENSATION TABLE




The
following table sets forth information concerning annual and long-term
compensation of our subsidiary, Voiceserve Limited, for their fiscal years ended
March 31, 2009 and March 31, 2008, for their executive officers.






-17-






Annual
      CompensationName
      And Principal
                                    Position
                                  Year
                                  Salary
                                    
                                    ($)
                                  
                                  Bonus
                                    
                                    ($)
                                  Stock
                                    Awards
                                    ($)
                                  Option
                                    Awards
                                  Non-Equity
      Incentive Plan Compensation ($)
                                  Non-Qualified
      Deferred Compensation Earnings
                                    ($)
                                  
                                  All
      Other Compensation
                                    ($)
                                  
                                  Totals
                                    ($)Aron
      Sandler,
                                  2009
                                  $
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  
                                  0Chief
      Financial
                                  2008
                                  $
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  41,767
                                  
                                  
                                  41,767Officer
                                  2007
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  
                                  0Michael
      Bibelman, Chief Executive Officer
                                  2009
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  107,432
                                  
                                  
                                  107,4322008
                                  $
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  145,835
                                  
                                  
                                  145,8352007
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  
                                  0Alexander
      Ellinson,
                                  2009
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  128,783
                                  
                                  
                                  128,783Chairman of the
                                  2008
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  107,728
                                  
                                  
                                  107,728Board &
      President
                                  2007
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  66,006
                                  
                                  
                                  66,006Mike
      Ottie,
                                    Chief
      Operational Officer
                                  2009
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  70,063
                                  
                                  
                                  70,0632008
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  15,305
                                  
                                  
                                  15,3052007
                                  
                                  0
                                  
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  0
                                  
                                  
                                  41,945
                                  
                                  
                                  41,945




(1) Each
of these individuals and their affiliates were paid consulting fees for services
rendered to Voiceserve Limited.








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Employment
Agreements




We do not
have any employment agreements in place with any of our officers and
directors.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTER




The
following information table sets forth certain information regarding the Common
Stock owned on March 31, 2009 by (i) each person who is known by the Company to
own beneficially more than 5% of its outstanding Common Stock, (ii) each
director and officer, and (iii) all officers and directors as a
group:





Names
      and Address (1)
                                          Shares
      Owned
                                            Number
                                          Percentage (2)Aron
      Sandler
                                            Chief
      Financial Officer and Director
                                          5,000,000
                                          17.01%Alexander
      Ellinson
                                            President
      & Chairman of the Board of Directors
                                          3,375,000
                                          11.48%Michael
      Bibleman
                                            Chief
      Executive Officer & Director
                                          3,375,000
                                          11.48%Lukasz
      Nowak
                                            Chief  Integration
      Officer
                                          1,250,000
                                          4.25%Mike
      Ottie
                                            Chief
      Operational Officer & Director
                                          4,500,000
                                          15.30%Krzysztof
      Oglaza
                                            Chief
      Technical Officer and Director
                                          1,250,000
                                          4.25%Michal
      Kozlowski
                                            Chief  Development
      Officer
                                          1,250,000
                                          4.25%Daphne
      Arnstein (3)
                                          1,068,750
                                          3.63%Rachel
      Weissbart (4)
                                          1,111,815
                                          3.78%All
      Directors and Officers as a Group (7 persons)
                                          22,180,565
                                          75.44%




(1)
            The
      persons named in this table have sole voting and investment power with
      respect to all shares of common stock reflected as beneficially owned by
      each.(2)
            Based
      on 29,402,935 shares of common stock outstanding as of March 31,
      2009.(3)
            Wife
      of Alexander Ellinson.(4)
            Wife
      of Michael Bibelman.





ITEM 13.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE




On August
29, 2007, VoiceServe reached a settlement agreement with a consultant who
rendered services relating to the reverse acquisition.  Pursuant to the
settlement, 50,000 (of the 300,000 shares issued to this consultant in February
2007) shares of common stock were returned to VoiceServe and
cancelled







-19-








ITEM
14.   PRINCIPAL ACCOUNTANT FEES AND
SERVICES





Audit
Fees





For our
fiscal years ended March 31, 2009 and March 31, 2008,  we were billed
approximately $37,000 and $37,000 respectively for professional
services rendered for the audit and reviews of our financial
statements.




Audit Related
Fees




For our
fiscal years ended March 31, 2009 and 2008 we did not incur any audit related
fees.





Tax Fees




For our
fiscal years ended March 31, 2009 and 2008, we did not incur any fees for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended March 31, 2009 and
2008.





Audit and Non-Audit Service
Pre-Approval Policy





In
accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated there under, the Board of directors has adopted an
informal approval policy that it believes will result in an effective and
efficient procedure to pre-approve services performed by the independent
registered public accounting firm.




Audit Services.Audit services
include the annual financial statement audit (including quarterly reviews) and
other procedures required to be performed by the independent registered public
accounting firm to be able to form an opinion on our financial statements. The
Board of directors pre-approves specified annual audit services engagement terms
and fees and other specified audit fees. All other audit services must be
specifically pre-approved by the Board of directors. The Board of directors
monitors the audit services engagement and may approve, if necessary, any
changes in terms, conditions and fees resulting from changes in audit scope or
other items.




Audit-Related Services.Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements which are consistent with the SEC’s rules on auditor independence.
The Board of directors pre-approves specified audit-related services within
pre-approved fee levels. All other audit-related services must be pre-approved
by the Board of directors.





Tax Services.The Board of
directors pre-approves specified tax services that the Audit Committee believes
would not impair the independence of the independent registered public
accounting firm and that are consistent with SEC rules and guidance. The Board
of directors must specifically approve all other tax services.





All Other Services.Other
services are services provided by the independent registered public accounting
firm that do not fall within the established audit, audit-related and tax
services categories. The Board of directors pre-approves specified other
services that do not fall within any of the specified prohibited categories of
services.





Procedures.All proposals for
services to be provided by the independent registered public accounting firm,
which must include a detailed description of the services to be rendered and the
amount of corresponding fees, are submitted to the Chairman of the Board of
directors and the Chief Financial Officer. The Chief Financial Officer
authorizes services that have been pre-approved by the Board of directors. If
there is any question as to whether a proposed service fits within a
pre-approved service, the Board of directors chair is consulted for a
determination. The Chief Financial Officer submits requests or applications to
provide services that have not been pre-approved by the Board of directors,
which must include an affirmation by the Chief Financial Officer and the
independent registered public accounting firm that the request or application is
consistent with the SEC’s rules on auditor independence, to the Board of
directors (or its Chair or any of its other members pursuant to delegated
authority) for approval.










-20-







PART
IV




ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





a)
Documents filed as part of this Annual Report
  1.
Consolidated Financial Statements
  2.
Financial Statement Schedules
  3.
Exhibits
  31.1
              Rule
      13a-14(a)/15d-14(a) certification of Chief Executive
    Officer31.1
              Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Financial
    Officer32.1
              Section
      1350 Certification of Chief Executive
Officer
 32.2
              Section
      1350 Certification of Chief Financial
Officer













-21-





SIGNATURES




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, there unto duly authorized.




Voiceserve,
      Inc.By:
            /s/Michael BibelmanChief
      Executive Officer




Dated:  
July 14, 2009








-22-