**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-KSB**




(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, 2007**




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. 000-51877**




**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**
            **None**Securities
                registered under Section 12(g) of the Exchange Act:**Common
                Stock, par value $.001**
              (Title
                of class)





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
      he
      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.


Yesx                      Noo




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yes  o                   Nox





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




Revenues
        for year ended March 31, 2007: $0




Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of March 31, 2007, was: $0




Number
        of
        shares of the registrant’s common stock outstanding as of July 12, 2007 was:
        23,327,425




Transitional
      Small Business Disclosure
      Format:  Yeso    Nox











**TABLE
      OF CONTENTS**




**PART
                I**
            
            1ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            1ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            3ITEM
                3.
            LEGAL
                PROCEEDINGS
            3ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            3**PART
                II**ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            4ITEM
                6.
            MANAGEMENT’S
                DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            7ITEM
                7.
            FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA
            8ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURES
            9ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            9**PART
                III**ITEM
                9.
            DIRECTORS
                AND EXECUTIVE OFFICERS OF THE REGISTRANT
            10ITEM
                10.
            EXECUTIVE
                COMPENSATION
            11ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            12ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            13**PART
                IV**ITEM
                13.
            EXHIBITS
                LIST AND REPORTS ON FORM 8-K
            14ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            14**SIGNATURES**








i



















**PART
      I**




**ITEM
      1.** **DESCRIPTION OF BUSINESS**





**General**




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 have been in the developmental
      stage since inception and have no operations to date other than issuing shares
      to our original shareholder.





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 provides
      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.





*Overview*





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. They worked as independent resellers of calling
        cards creating markets in Europe and third world countries transmitting the
        calls via universal 0800 numbers. Their career began in 1991 when the founders
        of Econophone Inc. (“Econophone”) came to Europe looking for agents to market
        international “call-back” and calling cards. Econophone had developed a
“call-back” and alternative direct service. By being independent agents our
        founders discovered a huge potential in the market for pre-paid calling cards
        that did not need to be physically put into the slot of a pay phone. The
        pre-paid card had an access number accompanied with a pin number. Our founders
        helped Econophone develop and enhance this feature. Moreover, our founders
        were
        one of the first groups in the industry to market such a product in Europe.
        Our
        founders introduced amongst the many famous European distributors to market
        such
        a product, the Audax Group (“Audax”) based in Holland with an annual turnover in
        excess of 850 million Euros. Through the Audax distribution channels, cards
        were
        marketed throughout the Benelux. Our founders were also instrumental in aiding
        Econophone LLC in its transformation from a privately held company to one
        listed
        on the New York Stock Exchange, known thereafter as Viatel. Once Viatel was
        listed on the New York Stock Exchange our founders independently set up their
        own ISDN and VOIP platforms with the intention of developing and bringing
        the
        world of telecoms into its next stage-a complete solution in one.
 
 Voiceserve
        allows subscribers to converse nationally and internationally at huge discounts
        in comparison to local telephone providers. Voiceserve’s ace is the penetration
        into the Roaming mobile market which is a product currently facing very limited
        competition. Voiceserve is revolutionizing the telecom industry by linking
        Mobile Networks to Voice Over Internet Protocols (“VOIP”). Voiceserve intends to
        compete against established alternative voice communication providers and
        independent VOIP service providers.
 
 For
        reference, a VOIP user means a client that interconnects to the Voiceserve
        exchange via the Internet. Connection can be made via an ADSL line or wireless
        connection. Voiceserve has its advanced and highly sophisticated exchange
        based
        in the United Kingdom. It is interconnected with numerous carriers enabling
        the
        end user to enjoy inexpensive and high quality telephone
        conversations.





1




When
        connecting via VOIP, location is irrelevant. Once the client has downloaded
        the
        software onto his computer (lap top or desk top) or ATA router, the clients
        computer is linked to Voiceserve’s exchange via the local internet provider. The
        software downloaded requires the client to enter his/hers subscriber username
        and password, details of which are supplied on purchase of the subscription.
        This information is the computers identity with Voiceserves
        Exchange.
 
 The
        advantages of a VOIP telephone link are numerous. First and foremost the
        subscriber saves on the regular Bell monthly charges. It also enables the
        client
        to take his/hers telephone link with them to foreign soils and still be
        connected with the same number. The client can for example hook up in the
        airport lounge, in flight or in the hotel lobby or room and be connected
        and in
        touch worldwide with the capacity to make calls at dramatically reduced rates.
        The subscriber can equally receive call irrespective of his/her location.
        A
        registered Voiceserve VOIP subscriber, on completion of his subscription
        will
        receive a local number and a Virtual telephone number. The local number can
        be
        accessed from any telephone globally, whereas the virtual number is identified
        to the users account, and can only be accessed via a fellow Voiceserve network
        registered user.
 
 For
        the
        end user the aim is to access Voiceserve’s exchange in order to achieve the
        major savings. Above was mentioned access via the Internet. The exchange
        can
        alternatively be accessed by dialing a local number. Voiceserve has in most
        major cities globally access numbers which once dialed, play the message
“please
        enter your account number”. After entering the details (received with
        subscription) the client may continue with the corresponding call as long
        as
        there is still credit on the account. Should the dialer wish to contact a
        VOIP
        connected virtual number he simply needs to dial the virtual number. Because
        the
        client is now within Voiceserve’s network this call can be linked.
 
 Voiceserve
        has added its SIM card to its telecommunication features and products. The
        SIM
        is inserted into the handset in the same principle as SIM cards provided
        by all
        the main mobile phone operators. The sim acts as an alternative to the mobile
        phone operators monopoly. It links the end user to Voiceserve’s exchange. Calls
        are made by sending an SMS with the final destination number. Voiceserve’s
        network links the calls by calling back the client to the country where he
        is
        located, and calls simultaneously the desired destination number. Automatically
        the identity and permitted credit is verified. The final destination number
        is
        dialed by the Exchange. The client is connected Nationally, Internationally
        and
        to other Mobile phone operators at highly reduced rates. But the sim has
        one
        more major advantage, it allows the rightful owner to dial the Virtual Internal
        Number of his fellow subscriber thereby linking the two parties at the cost
        of a
        local call.
 
 What
        is
        almost exclusive with regard to the Voiceserve SIM is the fact that each
        SIM can
        be accompanied by a local number. For example, a British Citizen, can have
        a
        local UK land line number registered to this SIM. Once the SIM owner and
        holder
        travels abroad he can be accessed easily by family and business associates
        at no
        extra cost to the parties trying to be in touch. The SIM holder has the
        convenience of always being accessible on the same number, without compromising
        on exorbitant inbound roaming charges. Voiceserve SIM covers well over one
        hundred countries.
 
 As
        with
        all Voiceserve’s products Call Data Records can be viewed instantly online.
        Credit can be added on line as well.
 
 With
        Internet connectivity becoming more popular and global media enhancing
        awareness, Voiceserve intends to offer the end user its full range of products
        packaged all in one.
 
 *Development*
 
 Voiceserve
        is currently working on adding additional features to the roaming sim, including
        the possibility of Voicemail and sending text messages between
        users.
 
 Voiceserve
        intends in
        the latter quarter of 2007 to add the possibility of accessing the Voiceserve
        network via direct dial. Such a feature will open another channel within
        Voiceserve products. Clients will be able to access the Voiceserve network
        via a
        direct number. When the clients arrives at any of the selected destinations
        with
        the access number capability, by simply dialing the number, a prompt requesting
        the clients pass code will enable follow on  phone calls. The access
        number can be dialed either from a mobile, payphone or land line.
 
 *Financing*
 
 Voiceserve
        is headquartered in London. To support its growth and in recognition of global
        opportunity, Voiceserve plans on forming partnerships and franchises in various
        countries and is looking to raise funds to partly subsidize its expansion.
        Funds
        raised will be used to launch a respectable advertising campaign globally.
        Voiceserve also plans on employing selected experienced direct marketing
        personnel to target the international business community.  Funds will
        also be used to expand the Voiceserve network in anticipation of the increased
        traffic.





2




*Production*
 
 All
        of
        our main products have been fully developed and marketing has commenced on
        a
        small scale. We generate revenue not only from the sale of our large variety
        of
        products but also by being a service provider.
 
 Voiceserve’s
        revenue stream will be from the following products:
 
 **1)**Call Shop VOIP:- Revenues generated from sales of minutes
                  through
                  calling shops. The shops enable passers by to call overseas. The
                  calling
                  shops are interconnected to Voiceserve via the Internet. Voiceserve
                  supplies each shop with a sophisticated reseller program enabling
                  the shop
                  to instantly determine its profitability.**2)**Wholesale
                  ****International Minutes- Being interconnected to
                  numerous telecom carriers, Voiceserve has the capacity to offer
                  smaller
                  resellers International, National and mobile minutes at very keen
                  competitive tariffs. The resellers can hook up and be connected
                  to
                  Voiceserve’s network via VOIP, thus enabling them to pre-pay and purchase
                  the minutes to the specified destinations.**3)**Business-
                  Residential VOIP minutes:- Being connected to an Internet connection,
                  enables end users to utilize Voiceserve minutes at highly reduced
                  rates
                  irrespective of the global origination of the call.**4)**Roaming SIM:- The traveler whilst visiting abroad can
                  be accessed
                  conveniently at reduced costs, and likewise can make outbound calls
                  with
                  tremendous reductions.
  To
        increase and enhance its client base Voiceserve has created four sales channels:
        1) *Via Retailers:*Sale of its newly developed SIM card inserted into
        mobile phones, *2) Via Resellers:*An attraction for wholesale and retail
        distributors alike, to get commission on calls made via their clientele,
*3)
        Via Internet:*Advertising with Banner Promotions, *4) Via Advertising:*Placing adverts in local and National Press.
 
 *Revenue
        Sources*
 
 We
        expect to derive revenue from the sale of Voiceserve products and services.
         Voicesim’s GSM SIM card, our latest product, allows for telephone
        communication from 120 countries at highly reduced tariffs eradicating the
        exorbitant roaming charges. Consumers will purchase the SIM Card, which is
        compatible with most mobile phones. This provides massive savings for both
        incoming & outgoing calls while roaming in most countries, and a wealth of
        features not offered by traditional mobile operators. Variations of these
        services will compete in the Retail, Small-Medium Enterprise, and Large
        Enterprise, markets.
 
 The
        main
        features offered through Voiceserve Networks are:
 
 ● 
        Save up to 85% on calls from most and to most international
        destinations.
 ● 
        Receive calls in most of Europe for minimal cost.
 ● 
        One Mobile SIM card works in over 120 countries.
 ● 
Make
        and receive calls from all
        over the world.
 ● 
        Have a local UK Geographic number associated with the SIM.
 ● 
        At the touch of a button check the balance of your account.
 ● 
        Add airtime minutes whenever you want
 
 Additional
        sources of revenues will be generated from wholesale minutes, residential
        and
        business VOIP users.




**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.






3




**Employees**




We
        currently do not have any employees
        however, we are currently establishing a field office in Northeast England
        to
        handle our customer service and initially plan on employing one key telephone
        operator.


**ITEM
      2.** **DESCRIPTION OF PROPERTY**




Our
      registered offices are located at Cavendish House, 369 Burnt Oak Broadway,
      Edgware, Middlesex HA8 5AW**.**Voiceserve’s registered
      office is housed at the United Kingdom accountant’s headquarters and no rent is
      being paid. Voiceserve houses its equipment at 119 Vicarage Road London E10
      5DR.
      There is a lease agreement between Voiceserve and the Landlord with a rent
      of
      $2744 per quarter. 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.






4




**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




**No
      Public Market for Common Stock**




There
      is
      no trading market for our Common Stock at present and there has been no trading
      market to date. There is no assurance that a trading market will ever develop
      or, if such a market does develop, that it will continue.




The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a “penny stock,” for purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require:
      (i)
      that a broker or dealer approve a person’s account for transactions in penny
      stocks and (ii) the broker or dealer receive from the investor a written
      agreement to the transaction, setting forth the identity and quantity of the
      penny stock to be purchased. In order to approve a person’s account for
      transactions in penny stocks, the broker or dealer must (i) obtain financial
      information and investment experience  and objectives of the person;
      and (ii) make a reasonable determination that the transactions in penny stocks
      are suitable for that person and that person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks. The broker or dealer must also deliver, prior
      to
      any transaction in a penny stock, a disclosure schedule prepared by the
      Commission relating to the penny stock market, which, in highlight form, (i)
      sets forth the basis on which the broker or dealer made the suitability
      determination and (ii) that the broker or dealer received a signed, written
      agreement from the investor prior to the transaction.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading, and about commissions payable to both the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.




**Holders**




As
        of
        July 12, 2007 23,327,425 shares of common stock are issued and outstanding
        and
        held by 35 shareholders. 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, when issued pursuant to this offering. 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.






5




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




**Recent
      Sales of Unregistered Securities**




We
        were
        incorporated in the State of Delaware on December 9, 2005 as 4306, Inc. and
        100,000 shares of common stock were issued to Michael Raleigh. These shares
        were
        issued in reliance on the exemption under Section 4(2) of the Securities
        Act of
        1933, as amended (the “Act”). These shares of our common stock qualified for
        exemption under Section 4(2) of the Securities Act of 1933 since the issuance
        shares by us did not involve a public offering. The offering was not a “public
        offering” as defined in Section 4(2) due to the insubstantial number of persons
        involved in the deal, size of the offering, manner of the offering and number
        of
        shares offered. We did not undertake an offering in which we sold a high
        number
        of shares to a high number of investors. In addition, Mr. Raleigh had the
        necessary investment intent as required by Section 4(2) since he agreed to
        and
        received share certificates bearing a legend stating that such shares are
        restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
        ensures that these shares would not be immediately redistributed into the
        market
        and therefore not be part of a “public offering.” Based on an analysis of the
        above factors, we have met the requirements to qualify for exemption under
        Section 4(2) of the Securities Act of 1933 for this transaction. On October
        1,
        2006 Voiceserve Limited purchased the 100,000 shares from Michael Raleigh,
        the
        sole officer, director and shareholder of the Company, for an aggregate of
        $32,500 in cash.





On
      February 20, 2007, we entered into a share exchange agreement with Voiceserve
      Limited pursuant to which we acquired all of the outstanding capital stock
      of
      Voiceserve in exchange for the issuance of 20,000,000 shares of our common
      stock
      to the Voiceserve shareholders. In addition, as further consideration for the
      acquisition, Voiceserve Limited agreed to cancel its 100,000 shares of our
      outstanding common stock. The 20,000,000 shares of common stock were issued
      to in the following manner:





Aron
                Sandler
            5,000,000Alexander
                Ellison
            3,375,000Michael
                Bibelman
            3,375,000Mike
                Ottie
            4,500,000Andrew
                Millet
            150,000Pinchas
                Stefansky
            225,000Ansgar
                Felbar
            1,125,000Daphne
                Arnstein
            1,125,000Rachel
                Weisbart
            1,125,000





These
      shares were issued in reliance on the exemption under Section 4(2) of the
      Securities Act of 1933, as amended (the “Act”). These shares of our common stock
      qualified for exemption under Section 4(2) of the Securities Act of 1933 since
      the issuance shares by us did not involve a public offering. The offering was
      not a “public offering” as defined in Section 4(2) due to the insubstantial
      number of persons involved in the deal, size of the offering, manner of the
      offering and number of shares offered. We did not undertake an offering in
      which
      we sold a high number of shares to a high number of investors. In addition,
      these shareholders had the necessary investment intent as required by Section
      4(2) since they agreed to and received share certificates bearing a legend
      stating that such shares are restricted pursuant to Rule 144 of the 1933
      Securities Act. This restriction ensures that these shares would not be
      immediately redistributed into the market and therefore not be part of a “public
      offering.” Based on an analysis of the above factors, we have met the
      requirements to qualify for exemption under Section 4(2) of the Securities
      Act
      of 1933 for this transaction.





On
        February 20, 2007 we issued 300,000 shares to Ludlow Capital, Inc. for business
        management services valued at $0.35 per share to the Company. These shares
        were
        issued in reliance on the exemption under Section 4(2) of the Securities
        Act of
        1933, as amended (the “Act”). These shares of our common stock qualified for
        exemption under Section 4(2) of the Securities Act of 1933 since the issuance
        shares by us did not involve a public offering. The offering was not a “public
        offering” as defined in Section 4(2) due to the insubstantial number of persons
        involved in the deal, size of the offering, manner of the offering and number
        of
        shares offered. We did not undertake an offering in which we sold a high
        number
        of shares to a high number of investors. In addition, this shareholder had
        the
        necessary investment intent as required by Section 4(2) since it agreed to
        and
        received share certificates bearing a legend stating that such shares are
        restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
        ensures that these shares would not be immediately redistributed into the
        market
        and therefore not be part of a “public offering.” Based on an analysis of the
        above factors, we have met the requirements to qualify for exemption under
        Section 4(2) of the Securities Act of 1933 for this transaction.
  In
        April
        2007, we completed a Regulation D Rule 506 offering in which we sold 2,653,425
        shares of common stock to 25 investors, at a price per share of $.35 for
        an
        aggregate offering price of $928,699. The following sets forth the identity
        of
        the class of persons to whom we sold these shares and the amount of shares
        for
        each shareholder:




6





Yonah
                Reich
            142,857MBH
                Investments
            285,714Seaford
                Funding Ltd.
            428,572Jenny
                Baum
            85,714Sylvain
                Baum
            85,714Michelle
                Seligmann
            85,714Michael
                De Vries
            85,714Moscheh
                Mreese
            50,000Mordechai
                Halpern
            142,857Patrick
                Juchli
            230,000Evelyn
                Stefansky
            85,714Pinchas
                Stefansky
            85,714Bernard
                Oppenheim
            100,000Jacob
                Halpern
            142,857Judith
                De Vries
            85,714Rivkah
                De Vries
            85,714Leah
                De Vries
            85,714Elchonon
                Lipshitz
            85,714Ellis
                AG
            100,000Shoshana
                Sandler
            112,000Manuela
                Mreese
            50,000Ari
                Rothbard
            2,857Zvi
                Salomon
            2,857Ari
                Itzinger
            2,857Ettel
                Salomon
            2,857




The
      Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
      transaction not involving a public offering in reliance upon an exemption from
      registration provided by Rule 506 of Regulation D of the Securities Act of
      1933.
      In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these
      shares qualified for exemption under the Rule 506 exemption for this offerings
      since it met the following requirements set forth in Reg.
      ss.230.506:




(A)
            No
                general solicitation or advertising was conducted by us in connection
                with
                the offering of any of the Shares.(B)
            At
                the time of the offering we were not: (1) subject to the reporting
                requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
                an
                “investment company” within the meaning of the federal securities
                laws.(C)
            Neither
                we, nor any of our predecessors, nor any of our directors, nor any
                beneficial owner of 10% or more of any class of our equity securities,
                nor
                any promoter currently connected with us in any capacity has been
                convicted within the past ten years of any felony in connection with
                the
                purchase or sale of any security.(D)
            The
                offers and sales of securities by us pursuant to the offerings were
                not
                attempts to evade any registration or resale requirements of the
                securities laws of the United States or any of its
                states.(E)
            None
                of the investors are affiliated with any of our directors, officers
                or
                promoters or any beneficial owner of 10% or more of our
                securities.




Please
      note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
      506 offering completed in February 2006 were restricted in accordance with
      Rule
      144 of the Securities Act of 1933. In addition, each of these shareholders
      were
      either accredited as defined in Rule 501 (a) of Regulation D promulgated under
      the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
      Regulation D promulgated under the Securities Act.





In
      April
      2007, we issued 374,000 shares to Ansgar Felbar for business services rendered
      at $0.35 per share to the Company. These shares were issued in reliance on
      the
      exemption under Section 4(2) of the Securities Act of 1933, as amended (the
      “Act”). These shares of our common stock qualified for exemption under Section
      4(2) of the Securities Act of 1933 since the issuance shares by us did not
      involve a public offering. The offering was not a “public offering” as defined
      in Section 4(2) due to the insubstantial number of persons involved in the
      deal,
      size of the offering, manner of the offering and number of shares
      offered.






7




We
      did
      not undertake an offering in which we sold a high number of shares to a high
      number of investors. In addition, this shareholder had the necessary investment
      intent as required by Section 4(2) since they agreed to and received share
      certificates bearing a legend stating that such shares are restricted pursuant
      to Rule 144 of the 1933 Securities Act. This restriction ensures that these
      shares would not be immediately redistributed into the market and therefore
      not
      be part of a “public offering.” Based on an analysis of the above factors, we
      have met the requirements to qualify for exemption under Section 4(2) of the
      Securities Act of 1933 for this transaction.




We
      have
      never utilized an underwriter for an offering of our securities. Other than
      the
      securities mentioned above, we have not issued or sold any
      securities.





**Equity
      Compensation Plan Information**




The
        following table sets forth certain information as of July 12, 2007, with
        respect
        to compensation plans under which our equity securities are authorized for
        issuance:


(a)
            (b)
            (c)_________________
            _________________
            _________________Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted-average
                exercise price of outstanding options, warrants and rights
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))Equity
                compensation
            NonePlans
                approved bySecurity
                holdersEquity
                compensation
            NonePlans
                not approvedBy
                security holdersTotal




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS**




**Overview**





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. They worked as independent resellers of calling
      cards creating markets in Europe and third world countries transmitting the
      calls via universal 0800 numbers. Their career began in 1991 when the founders
      of Econophone Inc. (“Econophone”) came to Europe looking for agents to market
      international “call-back” and calling cards. Econophone had developed a
“call-back” and alternative direct service. By being independent agents our
      founders discovered a huge potential in the market for pre-paid calling cards
      that did not need to be physically put into the slot of a pay phone. The
      pre-paid card had an access number accompanied with a pin number. Our founders
      helped Econophone develop and enhance this feature. Moreover, our founders
      were
      one of the first groups in the industry to market such a product in Europe.
      Our
      founders introduced amongst the many famous European distributors to market
      such
      a product, the Audax Group (“Audax”) based in Holland with an annual turnover in
      excess of 850 million Euros. Through the Audax distribution channels, cards
      were
      marketed throughout the Benelux. Our founders were also instrumental in aiding
      Econophone LLC in its transformation from a privately held company to one listed
      on the New York Stock Exchange, known thereafter as Viatel. Once Viatel was
      listed on the New York Stock Exchange our founders independently set up their
      own ISDN and VOIP platforms with the intention of developing and bringing the
      world of telecoms into its next stage-a complete solution in one.






8





**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 third quarter of 2007 we anticipate a boost in sales through
                  all our
                  products. Revenues for the projected year should reach approximately
                  $0.5
                  million.
 
 We
        will
        prepare and execute a marketing plan to increase our member base. We anticipate
        that in the third quarter of 2007, a comprehensive marketing plan will be
        developed. We expect to spend approximately $15,000 on marketing monthly
        focusing primarily on the Voicesim product, adding our other features as
        a
        bonus. We intend to create folders with leaflets inserted comprising of all
        the
        Voiceserve products. Special offers will be available for subscribers enrolling
        for the complete range of the Voiceserve products.
 
 In
        order
        to further increase our member base, we plan to offer online contests that
        encourage members to invite their friends to join the site.
 
 ·
              In
                  the fourth quarter of 2007 we expect to open satellite field offices
                  in
                  the middle east and Africa, thus increasing the customer
                  base·
              By
                  early 2008 we hope to hire programmers on a dedicated basis in
                  order to
                  execute our plans for 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 2008 to
                  optimally
                  implement our plans.·
              It
                  is Voiceserve’s aim to amass a large subscription base thus increasing
                  revenues and hence profitability.
 
 We
        also
        plan on establishing satellite offices in Belgium, Holland, Israel, South
        Africa, Switzerland and USA. Each of these locations will have a local customer
        service number which will be forwarded to Voiceserve’s call centre. A call
        centre has been set up in Newcastle in the UK. In each of the Satellite offices
        there will be a manager who will control the local agents. The primary product
        being marketed is the Voiceserve SIM to be marketed to the traveler. Pilot
        schemes have indicated that the demand for such a sim is tremendous globally.
        We
        anticipate steady revenues from the sale of the SIM its constant usage, and
        the
        regular Voiceserve VOIP products.




**Results
      of Operations for the Twelve Months Ended March 31, 2007 Compared to the Twelve
      Months Ended March 31, 2006**




Operating
        revenues decreased $176,531 (54%) from $329,496 in fiscal year 2006 to $152,965
        in fiscal year 2007.  The decrease was primarily attributed to the
        fact that the company focused primarily on developing the software
        infrastructure.  This is now complete with the new feature “VoiceSIM”
which is currently being launched.
 
 Cost
        of
        operating revenues decreased $67,787 (27%) from $251,295 in fiscal year 2006
        to
        $183,508 in fiscal year 2007.  The decrease was primarily attributed
        to the fact that the sales channels to create sales were reduced.
 
 Operating
        expenses increased $251,073 (74%) from $337,708 in fiscal year 2006 to $588,781
        in fiscal year 2007.  The increase was attributable to $130,900
        stock-based compensation charged to selling, general and administrative expenses
        in 2007 resulting from the issuance of 374,000 shares of common stock for
        business advisory services rendered by a stockholder and $160,000 in reverse
        acquisition expenses incurred in 2007 relating to Voiceserve, Inc.’s acquisition
        of VoiceServe Limited ($105,000 of the $160,000 represents stock-based
        compensation resulting from the issuance of 300,000 shares of common stock
        to a
        consultant.
 
 Net
        loss
        incurred $359,861 (139%) from $259,070 in fiscal year 2006 to $618,931 in
        fiscal
        year 2007.  The increase was primarily attributable to the $108,744
        decrease in gross profit in 2007 and the $235,900 total stock-based compensation
        incurred in 2007.





**Liquidity
      and Capital Resources**




As
        of
        March 31, 2007 we had $210,451 in cash. A substantial amount of cash will
        be
        required in order to commence operations over the next twelve months. Based
        upon
        our current cash we will not be able to meet our current expenses and will
        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.


**Critical
      Accounting Pronouncements**





Our
      significant accounting policies are summarized in Note 2 of our financial
      statements.





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. 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
      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
      7.** **FINANCIAL STATEMENTS**






9





**VOICESERVE,
          INC.**
 **Index
          to Financial Statements**
  PageReport
                    of Independent Registered Public Accounting Firm
                F-2Financial
                    Statements:Consolidated
                    Balance Sheets as of March 31, 2007 and March 31, 2006
                F-3Consolidated
                    Statements of Operations for the years ended March 31, 2007 and2006
                F-4Consolidated
                    Statements of Changes in Stockholders’ Equity (Deficiency) for the yearsended
                    March 31, 2007 and 2006
                F-5Consolidated
                    Statements of Cash Flows for the years ended March 31, 2007 and2006
                F-6Notes
                    to Consolidated Financial Statements
                F-7
   
  **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
          subsidiary (the “Company”) as of March 31, 2007 and 2006, 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 audit.
 
 I
          conducted my audit 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 audit provides 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
          subsidiary as of March 31, 2007 and 2006 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
          5,
          2007
  F-2
  **VOICESERVE, INC. AND SUBSIDIARY****Consolidated Balance Sheets**
 **March
                      31,****2007**
                  
                  
                  **2006****Assets**Current
                      assets:Cash
                      and cash equivalents
                  
                  $
                  210,451
                  
                  
                  $
                  5,668Accounts
                      receivable, net of allowance for doubtful accounts of $0 and
                      $0,
                      respectivelyInventory
                  
                  
                  1,090
                  
                  
                  
                  934Prepaid
                      expenses
                  
                  
                  50,953
                  
                  
                  
                  28,6743,248
                  
                  
                  
                  40,924Total
                      current assets265,742
                  
                  
                  
                  76,200Property
                      and equipment, net29,647
                  
                  
                  
                  34,916Total
                      assets$
                  295,389
                  
                  
                  $
                  111,116**Liabilities
                      and Stockholders' Equity (Deficiency)**Current
                      liabilities:Accounts
                      payable
                  
                  $
                  156,562
                  
                  
                  $
                  190,166Accrued
                      expenses payable
                  
                  
                  12,831
                  
                  
                  
                  42,008Loans
                      payable to related parties
                  
                  
                  142,675
                  
                  
                  
                  -Total
                      current liabilities
                  
                  
                  312,068
                  
                  
                  
                  232,174Stockholders'
                      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 outstanding22,173,140
                      and 20,000,000 shares, respectively
                  
                  
                  22,173
                  
                  
                  
                  20,000Additional
                      paid-in capital
                  
                  
                  1,084,918
                  
                  
                  
                  331,348Deficit
                  
                  
                  (1,122,103
                  )
                  
                  
                  (503,172
                  )Accumulated
                      other comprehensive income (loss)
                  
                  
                  (1,667
                  )
                  
                  
                  30,766Total
                      stockholders' equity (deficiency)
                  
                  
                  (16,679
                  )
                  
                  
                  (121,058
                  )Total
                      liabilities and stockholders' equity (deficiency)
                  
                  $
                  295,389
                  
                  
                  $
                  111,116
  See
            notes
            to consolidated financial statements.
    F-3
  **VOICESERVE,
              INC. AND SUBSIDIARY**
 **Consolidated
                Statements of Operations**
  **Year
                            Ended March 31,****2007**
                        
                        
                        **2006**Operating
                            revenues:Net
                            sales of communications devices
                        
                        $
                        33,104
                        
                        
                        $
                        239,758Revenues
                            from communications air time
                        
                        
                        119,861
                        
                        
                        
                        89,738Total
                            operating revenues
                        
                        
                        152,965
                        
                        
                        
                        329,496Cost
                            of operating revenues:Communications
                            devices
                        
                        
                        32,777
                        
                        
                        
                        163,762Communications
                            air time
                        
                        
                        150,731
                        
                        
                        
                        87,533Total
                            cost of operating revenues
                        
                        
                        183,508
                        
                        
                        
                        251,295Gross
                            profit (loss)
                        
                        
                        (30,543
                        )
                        
                        
                        78,201Operating
                            expenses:Selling,
                            general and administrative expenses, including stock-based
                            compensation of
                            $130,900 in 2007
                        
                        
                        428,781
                        
                        
                        
                        337,708Reverse
                            acquisition expenses, including stock-based compensation
                            of $105,000 in
                            2007
                        
                        
                        160,000
                        
                        
                        
                        -Total
                            operating expenses
                        
                        
                        588,781
                        
                        
                        
                        337,708Income
                            (loss) from operations
                        
                        
                        (619,324
                        )
                        
                        
                        (259,507
                        )Interest
                            income
                        
                        
                        393
                        
                        
                        
                        462Interest
                            expense
                        
                        
                        -
                        
                        
                        
                        (25
                        )Income
                            (loss) before income taxes
                        
                        
                        (618,931
                        )
                        
                        
                        (259,070
                        )Income
                            taxes (benefit)
                        
                        
                        -
                        
                        
                        
                        -Net
                            income (loss)
                        
                        $
                        (618,931
                        )
                        
                        $
                        (259,070
                        )Net
                            income (loss) per share - basic and diluted
                        
                        $
                        (0.03
                        )
                        
                        $
                        (0.01
                        )Weighted
                            average number of shares outstanding - basic and diluted
                        
                        
                        20,138,643
                        
                        
                        
                        16,089,041
  See
                  notes
                  to consolidated financial statements.
    F-4
  **VOICESERVE,
                    INC. AND SUBSIDIARY**
 **Consolidated
                      Statements of Changes in Stockholders' Equity
                      (Deficiency)**
 **Accumulated**
                          
                          
                          **Total****Common
                              Stock**
                          
                          
                          **Additional**
                          
                          
                          
                          
                          
                          **Other**
                          
                          
                          **Stockholders'****$.001
                              par value**
                          
                          
                          **Paid-In**
                          
                          
                          
                          
                          
                          **Comprehensive**
                          
                          
                          **Equity****Shares**
                          
                          
                          **Amount**
                          
                          
                          **Capital**
                          
                          
                          **Deficit**
                          
                          
                          **Income
                              (Loss)**
                          
                          
                          **(Deficiency)**Balances,March
                              31, 2005
                          
                          
                          13,500,000
                          
                          
                          $
                          13,500
                          
                          
                          $
                          (13,286
                          )
                          
                          $
                          (244,102
                          )
                          
                          $
                          9,297
                          
                          
                          $
                          (234,591
                          )Sale
                              of shares onOctober
                              3, 2005
                          
                          
                          1,500,000
                          
                          
                          
                          1,500
                          
                          
                          
                          (1,470
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          30Sale
                              of shares onNovember
                              17, 2005
                          
                          
                          5,000,000
                          
                          
                          
                          5,000
                          
                          
                          
                          346,104
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          351,104Foreign
                              currencytranslationadjustment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          21,469
                          
                          
                          
                          21,469Net
                              income (loss)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (259,070
                          )
                          
                          
                          -
                          
                          
                          
                          (259,070
                          )Balances,March
                              31, 2006
                          
                          
                          20,000,000
                          
                          
                          
                          20,000
                          
                          
                          
                          331,348
                          
                          
                          
                          (503,172
                          )
                          
                          
                          30,766
                          
                          
                          
                          (121,058
                          )Sale
                              of sharesin
                              privateplacement,
                              less$4,856
                              privateplacement
                              costs
                          
                          
                          1,387,140
                          
                          
                          
                          1,387
                          
                          
                          
                          479,256
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          480,643Issuance
                              of sharesfor
                              reverse acqui-sition
                              services
                          
                          
                          300,000
                          
                          
                          
                          300
                          
                          
                          
                          104,700
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          105,000Issuance
                              of sharesfor
                              businessadvisory
                              services
                          
                          
                          374,000
                          
                          
                          
                          374
                          
                          
                          
                          130,526
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          130,900Conversion
                              ofloans
                              payableto
                              related partyto
                              common stock
                          
                          
                          112,000
                          
                          
                          
                          112
                          
                          
                          
                          39,088
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          39,200Foreign
                              currencytranslationadjustment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (32,433
                          )
                          
                          
                          (32,433
                          )Net
                              income (loss)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (618,931
                          )
                          
                          
                          -
                          
                          
                          
                          (618,931
                          )Balances,March
                              31, 2007
                          
                          
                          22,173,140
                          
                          
                          $
                          22,173
                          
                          
                          $
                          1,084,918
                          
                          
                          $
                          (1,122,103
                          )
                          
                          $
                          (1,667
                          )
                          
                          $
                          (16,679
                          )
  See
                    notes
                    to consolidated financial statements.
    F-5
  **VOICESERVE,
                      INC. AND SUBSIDIARY**
 **Consolidated
                        Statements of Cash Flows**
  **Year
                                  Ended March 31,****2007**
                              
                              
                              **2006**Cash
                                  flows from operating activities:Net
                                  income (loss)
                              
                              $
                              (618,931
                              )
                              
                              $
                              (259,070
                              )Adjustments
                                  to reconcile net income (loss) to net cash provided
                                  by (used in) operating
                                  activities:Depreciation
                              
                              
                              9,425
                              
                              
                              
                              11,929Stock-based
                                  compensation
                              
                              
                              235,900
                              
                              
                              
                              -Changes
                                  in operating assets and liabilities:Accounts
                                  receivable, net
                              
                              
                              (156
                              )
                              
                              
                              7,435Inventory
                              
                              
                              (22,279
                              )
                              
                              
                              (28,674
                              )Prepaid
                                  expenses
                              
                              
                              37,676
                              
                              
                              
                              (28,019
                              )Accounts
                                  payable
                              
                              
                              (33,604
                              )
                              
                              
                              (8,209
                              )Accrued
                                  expenses payable
                              
                              
                              (29,177
                              )
                              
                              
                              (63,888
                              )Net
                                  cash provided by (used in) operating activities
                              
                              
                              (421,146
                              )
                              
                              
                              (368,496
                              )Cash
                                  flows from investing activities:Purchases
                                  of property and equipment
                              
                              
                              (4,156
                              )
                              
                              
                              (6,864
                              )Net
                                  cash provided by (used in) investing activities
                              
                              
                              (4,156
                              )
                              
                              
                              (6,864
                              )Cash
                                  flows from financing activities:Proceeds
                                  from sales of common stock
                              
                              
                              480,643
                              
                              
                              
                              351,134Proceeds
                                  from loans payable to related parties
                              
                              
                              181,875
                              
                              
                              
                              -Net
                                  cash provided by (used in) financing activities
                              
                              
                              662,518
                              
                              
                              
                              351,134Effect
                                  of exchange rate changes on cash and cash equivalents
                              
                              
                              (32,433
                              )
                              
                              
                              24,777Increase
                                  (decrease) in cash and cash equivalents
                              
                              
                              204,783
                              
                              
                              
                              551Cash
                                  and cash equivalents, beginning of period
                              
                              
                              5,668
                              
                              
                              
                              5,117Cash
                                  and cash equivalents, end of period
                              
                              $
                              210,451
                              
                              
                              $
                              5,668Supplemental
                                  disclosures of cash flow information:Interest
                                  paid
                              
                              $
                              -
                              
                              
                              $
                              25Income
                                  taxes paid
                              
                              $
                              -
                              
                              
                              $
                              1,930Non-cash
                                  financing activities:Conversion
                                  of loans payable to related party to common stock
                              
                              $
                              39,200
                              
                              
                              $
                              -
 See
                          notes
                          to consolidated financial statements.
    F-6
 **VOICESERVE,
          INC. AND SUBSIDIARY**
 **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 is being treated as a combination of entities under
            common
            control and is being 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.
 
 VoiceServe
            has had no operations; since February 20, 2007, VoiceServe has been a
            holding
            company for its wholly owned subsidiary Limited.  At October 1, 2006,
            the date of its acquisition by Limited, VoiceServe had no assets and
            $1,100 in
            accrued expenses payable.
 
 Limited
            is engaged in the telephone communications business from its London,
            United
            Kingdom office.  It sells communications devices (such as USB VOIP
            phone devices) and 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.
 
 **NOTE
            2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  (a)  Principles
            of
            Consolidation
 The
                  consolidated financial statements include the accounts of VoiceServe
                  and its
                  wholly owned subsidiary Limited (collectively, the “Company”).  All
                  intercompany balances andtransactions
                  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”).
 
 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, 2007, the Company
            had negative working capital of $46,326 and a stockholders’ deficiency of
            $16,679.  Further, since inception, the Company has incurred losses of
            $1,122,103.  These factors create uncertainty 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 offer new services and pursue 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.
    F-7
  **VOICESERVE,
            INC. AND SUBSIDIARY**
 **Notes
            to Consolidated Financial Statements**
  (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, and loans
            payable
            to related parties.  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 reporting currency of the  Company is
              the United States dollar.  Limited’s assets and liabilities of the
              Company are translated into United States dollars at the period-end
              exchange
              rates ($1.968291 and$1.738609 at March 31, 2007 and March
              31, 2006, respectively).  Limited’s revenue and expenses are
              translated at weighted average exchange rates ($1.877149 and $1.781820
              for
              theyears ended March 31, 2007 and March 31, 2006,
              respectively).  Translation adjustments are included in accumulated
              other comprehensive income (loss) in the stockholders’equity section of the balance sheet.
 (f)  Cash
            and Cash
            Equivalents
  The
            Company considers
            all liquid investments purchased with a maturity of three months or less
            to be
            cash equivalents.
 
 (g)  Inventory
 
 Inventory
            is stated at the lower of cost (first-in, first-out method) or
            market, with due consideration given to obsolescence and to slow moving
            items.
    F-8
   **VOICESERVE,
            INC. AND SUBSIDIARY**
 **Notes
            to Consolidated Financial Statements**
 
 (h)  Property
            and Equipment, Net
 Property
              and equipment, net is stated at cost less accumulated
              depreciation.  Depreciation is calculated using an accelerated
              declining balance basis over the estimated useful  lives of
              the respective assets.
 (i)  Revenue
            Recognition
 
 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.
 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.
 (j)   Advertising
 
 Advertising
              costs are expensed as incurred and
              amounted to $2,517 and $24,910 for the years ended March 31, 2007 and
              2006,
              respectively.
 (k)  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”.  No stock options have been granted
                and none are outstanding.
 (l)  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.
 
   F-9
   **VOICESERVE,
            INC. AND SUBSIDIARY**
 **Notes
            to Consolidated Financial Statements**
 (m)  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.
 **NOTE
            3 – PROPERTY AND EQUIPMENT, NET**
 
 Property
            and equipment, net consisted of:
  **March 31,**
                  ********
                  ****
                  **2007**
                  ****
                  ****
                  **2006**Equipment
                  
                  $
                  88,115
                  
                  
                  $
                  77,832Fixtures
                      and
                      fittings
                  
                  
                  1,023
                  
                  
                  
                  904Total
                  
                  
                  89,138
                  
                  
                  
                  78,736Less
                      accumulated depreciation
                  
                  
                  (59,491
                  )
                  
                  
                  (43,820
                  )Property
                      and
                      equipment, net
                  
                  $
                  29,647
                  
                  
                  $
                  34,916
  **NOTE
            4 – LOANS PAYABLE TO RELATED PARTIES**
 
 Loans
            payable to related parties consisted of:
  **March
                      31,**
                  ********
                  ****
                  **2007**
                  ****
                  ****
                  **2006**Due chief financial officer
                  
                  $
                  98,512
                  
                  
                  $
                  -Due
                      chairman of the board of directors
                  
                  
                  25,131
                  
                  
                  
                  -Due
                      chief operational officer
                  
                  
                  19,032
                  
                  
                  
                  -$
                  142,675
                  
                  
                  $
                  -
  The
            loans
            payable to related parties are all non-interest bearing, unsecured, and
            due on
            demand.
  F-10
 
  **VOICESERVE,
              INC. AND SUBSIDIARY**
 **Notes
              to Consolidated Financial Statements**
 
 **NOTE
              5 – STOCKHOLDERS’ EQUITY**
 
 On
              October 3, 2005, Limited sold the equivalent of 1,500,000 shares (150,000
              shares
              to an officer of Limited) of its common stock to three individuals
              at par
              value.
 
 On
              November 17, 2005, Limited sold the equivalent of 5,000,000 shares
              of its common
              stock to an investor (now the Company chief financial officer) for
              total
              consideration of $351,104.
 
 In
              February and March 2007, VoiceServe sold a total of 1,387,140 shares
              of its
              common stock to 15 investors at a price of $.35 per share, or for total
              consideration of $485,499.
 
 Also
              in
              February and March 2007, VoiceServe issued a total of 786,000 shares
              of its
              common stock to three parties.  300,000 shares valued at $105,000 were
              issued to a consultant for services relating to the reverse acquisition
              described in Note 1 and reflected as a reverse acquisition expense
              in the
              consolidated statement of operations.  374,000 shares valued at
              $130,900 were issued to an existing shareholder for business advisory
              services
              and reflected as a selling, general and administrative expense in the
              consolidated statement of operations.  112,000 shares were issued to
              an assignee of the chief financial officer in satisfaction of $39,200
              in loans
              payable to related party.
 
 At
              March
              31, 2007, the Company had no stock options or other common stock equivalents
              outstanding.
 
 **NOTE
              6 – INCOME TAXES**
 
 No
              provisions for income taxes were recorded in years ended March 31,
              2007 and 2006
              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, 2007
              will be
              realized.  Accordingly, the Company has provided a 100% allowance
              against the deferred tax asset in the financial statements at March
              31,
              2007.  The Company will continue to review this valuation allowance
              and make adjustments as appropriate.
 
 **NOTE
              7 – SEGMENT INFORMATION**
 
 The
              Company operates in one business segment: telephone communications.
    F-11
   **VOICESERVE,
              INC. AND SUBSIDIARY**
 **Notes
              to Consolidated Financial Statements**
 Operating
              revenues by geographic area
              follow:
 **Year
                        Ended March 31,**
                    ********
                    ****
                    **2007**
                    ****
                    ****
                    **2006**United
                        Kingdom
                    
                    $
                    77,324
                    
                    
                    $
                    218,614Continental
                        Europe
                    
                    
                    14,435
                    
                    
                    
                    45,098Canada
                    
                    
                    21,216
                    
                    
                    
                    24,869Other
                    
                    
                    39,990
                    
                    
                    
                    40,915Total
                    
                    $
                    152,965
                    
                    
                    $
                    329,496
 
 In
              the
              year ended March 31, 2006, one United Kingdom dealer accounted for
              43.5% of
              total operating revenues.
 
 In
              the
              year ended March 31, 2007, one United Kingdom dealer accounted for
              35.6% of
              total operating revenues and one African dealer accounted for 10.6%
              of total
              operating revenues.
 
 **NOTE
              8 – RELATED PARTY TRANSACTIONS**
 
 For
              the
              years ended March 31, 2007 and 2006, consulting fees paid to officers,
              directors, and their affiliates totaled $107,951 and $127,032,
              respectively.  These fees are included in selling, general, and
              administrative expenses in the accompanying statements of
              operations.
 
 **NOTE
              9 – COMMITMENTS AND CONTINGENCIES**
 
 Rental
              agreements
 
 Limited
              presently uses the office of its secretary at no cost under a month
              to month
              verbal agreement.  Limited rents inventory storage space under a one
              year lease agreement expiring October 4, 2007 which provides for quarterly
              rentals of £1,400 (or $2,756 translated at the March 31, 2007 exchange
              rate).  For the years ended March 31, 2007 and 2006, rent expense was
              $18,000 and $17,848, respectively.
 
 **NOTE
              10 – SUBSEQUENT EVENTS**
 
 From
              April 1, 2007 to July 5, 2007, VoiceServe sold a total of 1,142,857
              shares of
              its common stock to 5 investors at a price of $.35 per share, or for
              total
              consideration of $400,000.
 F-12
  **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE**





(a)
      On
      February 20, 2007, we dismissed Gately & Associates, LLC, Certified Public
      Accountants, of Altamonte Springs, Florida as our independent accountant going
      forward based upon the merger.  The decision to change accountants was
      approved by our Board of Directors. For the period ended December 31, 2005,
      Gately and Associates’ report on our financial statements did not contain an
      adverse opinion or a disclaimer of opinion and were not qualified or modified
      as
      to uncertainty, audit scope or accounting principles.  It was modified as
      to a going concern.





During
      the fiscal year ended December 31, 2005, and subsequent interim periods
      preceding Gately and Associates’ dismissal on February 20, 2007, there were no
      disagreements with Gately and Associates on any matters of accounting principles
      or practices, financial statement disclosure, or auditing scope or procedures,
      which disagreements, if not resolved to the satisfaction of Gately and
      Associates, would have caused them to make reference to the subject matter
      of
      such disagreements in connection with their reports; and there were no
      reportable events, as listed in Item 304(a)(1)(v) of Regulation
      S-B.





(b)
      We
      retained Michael T. Studer CPA P.C.**,** as our independent auditor
      effective February 20, 2006 to audit and review our financial statements going
      forward. Michael T. Studer CPA P.C. is located at 18 East Sunrise Highway,
      Suite
      311, Freeport, NY 11520.





Prior
      to
      such date, the Company, did not consult with Michael T. Studer CPA, P.C.
      regarding (i) the application of accounting principles, (ii) the type of audit
      opinion that might be rendered by Michael T. Studer CPA, P.C. or (iii) any
      other
      matter that was the subject of a disagreement between the Company and its former
      auditor as described in Item 304(a)(1)(iv) of Regulation S-B.




**ITEM
      8A. 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, 2007. Based
      on
      this evaluation, our principal executive officer and principal financial
      officers 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 and principal
      financial officers, or persons performing similar functions, as appropriate
      to
      allow timely decisions regarding required disclosure.




**Changes
      in internal controls**




We
      have
      not made any changes to our internal controls subsequent to the Evaluation
      Date.
      We have not identified any deficiencies or material weaknesses or other factors
      that could significantly affect these controls, and therefore, no corrective
      action was taken.






10






**PART
      III**




**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
      WITH
      SECTION 16(A) OF THE EXCHANGE ACT**




The
        following table sets forth information regarding the members of the Company’s
        Board of Directors and its executive officers as of July 12, 2007. The directors
        listed below will serve until the next annual meeting of the Company’s
        stockholders.





**Name**                 ****     ****     ****     ****     ****     ****     ****************
            **Age**
            **Position**Aron
                Sandler
            37
            Chief
                Financial OfficerMichael
                Bibelman
            37
            Chief
                Executive OfficerAlexander
                Ellinson
            42
            Chairman
                of the Board of Directors & PresidentMike
                Ottie
            39
            Chief
                Operational Officer




The principal occupation for the past five years (and, in some instances, for
      prior years) of each of our directors and officers are as follows:





**Board
      of Directors Composition and Committees**





**Mr.
      Aron Sandler, Chief Financial Officer**, joined Voiceserve Limited in
      September 2005, investing funds to complete the companies development of its
      VOIP 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
      began taking an active role in the Company.





**Mr.
      Michael Bibelman, Chief Executive Officer**, 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 the former
      stock quoted company Viatel Inc. Mr Bibelman achieved contracts with major
      Belgium and United Kingdom calling card distributors. In 1996 he joined Ambro
      International bringing his amassed calling card experience from Viatel and
      flooded the United Kingdom and Scotland 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.




**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 the former stock quoted company Viatel Inc.
      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**, the 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 the Chief switching and billing manager for Ambro
      International, a United Kingdom telecom company offering 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.





**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.






11






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.




**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 fiscal year ended March 31,
      2007.




**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
      10.  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, 2007 and 2006 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 new subsidiary, Voiceserve Limited, for their fiscal
        years
        ended March 31, 2007 and March 31, 2006, for their executive
        officers.





12




****
              **Annual
                  Compensation****Name
                  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,**
              2007
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0**Chief
                  Financial Officer**
              2006
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0**Michael
                  Bibelman,**
              2007
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              12,562
              (1)
              
              
              12,562**Chief
                  Executive Officer**
              2006
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              14,865
              (1)
              
              
              14,865**Alexander
                  Ellinson,**
              2007
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              34,943
              (1)
              
              
              34,943**Chairman
                  of the Board & President**
              2006
              
              
              0
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              51,046
              (1)
              
              
              51,046**Mike
                  Ottie, Chief**
              2007
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              37,543
              (1)
              
              
              37,543**Operational
                  Officer**
              2006
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              43,291
              (1)
              
              
              43,291




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





**Employment
      Agreements**




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


**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




The
      following table sets forth each person known by us to be the beneficial owner
      of
      five percent or more of the Company's Common Stock, all directors individually
      and all directors and officers of the Company as a group. Except as noted,
      each
      person has sole voting and investment power with respect to the shares
      shown.





The
          following table sets forth information regarding the number of shares of
          Common
          Stock beneficially owned on July 12, 2007, by each person who is known
          by the
          Company to beneficially own 5% or more of the Company’s Common Stock, each of
          the Company’s directors and executive officers, and all of the Company’s
          directors and executive officers, as a group:


**Name
                  and Address**
              **Number
                  of Common Shares**
                **Beneficially
                  Owned(2)**
              **Percent
                  of Class**Aron
                  Sandler (1)
              5,000,000
              21.43%Alexander
                  Ellison (1)
              3,375,000
              14.47%Michael
                  Bibelman (1)
              3,375,000
              14.47%Mike
                  Ottie (1)
              4,500,000
              19.29%Daphne
                  Arnstein (3)
              1,125,000
              4.82%Rachel
                  Weissbart (4)
              1,125,000
              4.82%Ansgar
                  Felber
              1,499,000
              6.43%**All
                  directors and executive**
                **officers
                  as a group (4 in number)**
              **19,999,000**
              **85.73%**




(1)          The
        person listed is an officer and/or director of the Company.
 (2)          Based
        on 23,327,425 shares of common stock issued and outstanding as of July 12,
        2007.
 (3)          Wife
        of Alexander Ellinson.
 (4)          Wife
        of Michael Bibelman.


13





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**







On
      February 20, 2007, pursuant to a Stock Purchase Agreement and Share Exchange
      between Voiceserve, Limited, a United Kingdom corporation, and us (the
      "Agreement"), we obtained all of the issued and outstanding shares of Voiceserve
      Limited for 20,000,000 shares issued to the Voiceserve Limited shareholders.
      The
      20,000,000 shares of common stock were issued to in the following
      manner:





Aron
                Sandler
            5,000,000Alexander
                Ellison
            3,375,000Michael
                Bibelman
            3,375,000Mike
                Ottie
            4,500,000Andrew
                Millet
            150,000Pinchas
                Stefansky
            225,000Ansgar
                Felbar
            1,125,000Daphne
                Arnstein
            1,125,000Rachel
                Weisbart
            1,125,000






14




**PART
      IV**




**ITEM
      13. EXHIBITS**




**Method
                  of Filing**
            **Exhibit
                  Number**
            **Exhibit
                  Title**Incorporated
                by reference to Exhibit 3.1 to Form 10SB filed on April 3, 2006 (File
                No.
                000-51879)
            3.1
            Certificate
                of Incorporation of 4309, Inc.Incorporated
                by reference to Exhibit 3.2 to Form 10SB filed on April 3, 2006 (File
                No.
                000-51879)
            3.2
            By-LawsFiled
                herewith
            14
            Code
                of EthicsFiled
                herewith
            31.1
            Certification
                of Michael Bibelman pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant
                to Section 302 of the Sarbanes-Oxley Act of 2002.Filed
                herewith
            31.2
            Certification
                of Aron Sandler pursuant to 18 U.S.C. Section 1350 as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002.Filed
                herewith
            32.1
            Certification
                of Michael Bibelman pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002.Filed
                herewith
            32.2
            Certification
                of Aron Sandler pursuant to 18 U.S.C. Section 1350 as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**Audit
      Fees**




For
      the
      Company’s fiscal year ended March 31, 2007, we were billed $23,000 by our
      present principal accountant for professional services rendered for the audit
      of
      our financial statements. We were billed $1,500by our previous principal
      accountant for the review of financial statements included in our periodic
      and
      other reports filed with the Securities and Exchange Commission for the year
      ended December 31, 2006.




**Tax
      Fees**




For
      the
      Company’s fiscal year ended March 31, 2007, we were not billed 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 year ended March 31, 2007.




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










15








**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 Bibelman*                                                                ****Chief
                  Executive Officer




Dated:July
      12, 2007




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




**Name**
            **Title**
            **Date***/s/
                Michael Bibelman*
              Michael
                Bibelman
            Chief
                Executive Officer
            July
                12, 2007