SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM 10-KSB
 (Amendment No.
2 )
  (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, 2008
  o
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from ___________ to ___________
  Commission
File No. 000-51882
  VOICESERVE,
INC.
 (Name of
small business issuer in its charter)
  DELAWARE(State
      or other jurisdiction of
                    incorporation
      or organization)
                  (IRS
      Employer Identification No.)Grosvenor
      House
                    1
      High Street
                    Edgware,
      Middlesex
                  HA8
      7TA(Address
      of principal executive offices)
                  (Zip
      Code)
  44
208 136 6000
 (Registrant’s
telephone number, including area code)
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
                Name
      of each exchange on which registered:None
                NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001
                  (Title
      of class)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 Yes x                      No
o
  Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yes   o                  No
x
 
 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, 2008: $934,482
  Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of March 31, 2008, was: $5,128,038
  Number of
shares of the registrant’s common stock outstanding as of July 11, 2008 was
28,877,935
  Transitional
Small Business Disclosure Format:  Yes o     No
x
    
   TABLE
OF CONTENTS
  PART
      IITEM
      1.
                    DESCRIPTION
      OF BUSINESS
                    1ITEM
      2.
                    DESCRIPTION
      OF PROPERTY
                    5ITEM
      3.
                    LEGAL
      PROCEEDINGS
                    5ITEM
      4.
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                    5PART
      II
                    
                    6ITEM
      5.
                    MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                    6ITEM
      6.
                    MANAGEMENT’S  DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS
                    7ITEM
      7.
                    FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                    F-ITEM
      8.
                    CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
                    11ITEM
      8A.
                    CONTROLS
      AND PROCEDURES
                    11ITEM
      8A (T)
                    MANAGEMENT
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
                    11PART
      III
                    
                    11ITEM
      9.
                    DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
                    11ITEM
      10.
                    EXECUTIVE
      COMPENSATION
                    13ITEM
      11.
                    SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                    14ITEM
      12.
                    CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
                    14PART
      IV
                    
                    15ITEM
      13.
                    EXHIBITS
      LIST AND REPORTS ON FORM 8-K
                    15ITEM
      14.
                    PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                    15SIGNATURES
                    
                    17
  
 i
 
 
 PART
I
  ITEM 1. DESCRIPTION OF
BUSINESS
 
 General
  VoiceServe,
Inc. (“we” or the “Company”, formerly as “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 other than acting as a holding company for its
subsidiaries, we have had no operations since inception.
 
 On
February 20, 2007, the Company entered into a share exchange agreement with
Voiceserve Limited, a United Kingdom corporation with its principal place of
business located at Cavendish House, 369 Burnt Oak Broadway, Edgware, Middlesex
HA8 5AW and the shareholders of Voiceserve Limited. The Agreement provided for
the acquisition of Voiceserve by the Company, whereby Voiceserve became a wholly
owned subsidiary of the Company.
 
 On
February 20, 2007, we acquired all of the outstanding capital stock of
Voiceserve in exchange for the issuance of 20,000,000 shares of 4306, Inc.
common stock to the Voiceserve shareholders.  In addition, the shareholders
of Voiceserve, agreed to cancel their 100,000 shares of the outstanding common
stock of 4306, Inc.  Based upon same, Voiceserve became our wholly-owned
subsidiary. Following the merger, we operate our business through our
wholly-owned subsidiary, Voiceserve Limited, which is engaged in the global
telecommunications industry.  We changed our name to Voiceserve, Inc. to
reflect our new business plan.
 
 On
January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch
Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and
outstanding ordinary shares as well as all of VoipSwitch’s assets, including
customer orders and intangible assets, for total consideration of $3,000,000
($450,000 cash, $150,000 notes payable due on demand, $600,000 notes payable in
total monthly installments of $50,000 per month for 12 months, and 3,750,000
shares of VoiceServe common stock valued at $0.48 per share or
$1,800,000).
 
 Payment
of the monthly installments of the $600,000 notes payable is contingent upon and
limited each month to the future monthly net income of
VoipSwitch.  Accordingly, pursuant to SFAS No. 141, this $600,000
“contingent consideration” portion of the $3,000,000 total purchase price was
not included in the initial recorded cost of the acquisition or the recorded
notes payable.  If and when the contingency is resolved and payments
of the $600,000 notes payable are made, such paid amounts will be added to
goodwill.
 
 Overview
  VoipSwitch
Inc. develops and implements various types of software that facilitate the
deployment of VOIP services globally, and to-date has successfully implemented
over 800 VoipSwitch systems around the world.
  VoipSwitch
is a complete IP telephony offering a variety of services including wholesale
voip termination, device to phone technology, pc to phone/web to phone features,
calling cards, SMS/ANI/PIN/DID/WEB callback, DIDs' mapping, call shops and more.
Unlike competitive systems composed of many different parts, the Voipswitch
platform is fully integrated in one application what makes it exceptionally easy
to manage. All elements that are necessary for successful voip implementation
are already built in.  All the features are integrated in one multiple
server based application.
 
 Business
Model
 
 Voiceserve
has categorized its products into four divisions:
 
 1)
                Voipswitch,
 2)
                Voip-Proxy,
 3)
                Haloswiat,
 4)
                VPS
      Office.
  Voipswitch
  Voipswitch
is a Softswitch integrator and provider. Its multiple functions enable the
purchaser to almost seemingly become a Telecoms Voip Operator. Voipswitch
delivers global communications through the VOIP backbone giving its users
extensive voice calling features, some of which are unavailable on traditional
telephones.
   1
   Voipswitch’s
features include:
  ·
                Free
      pier-pier calling worldwide,
 ·
                Call
      Back facility,
 ·
                SMS
      from desktop.
 ·
                Callshop
      programs,
 ·
                Global
      User Directory,
 ·
                Conference
      calling,
 ·
                Monitoring
      of Call Data Records,
 ·
                Easily
      managed availability, presence, and view status of
  contacts
 ·
                Logs
      – individual call and message
history
 ·
                End-to-end
      encryption for superior privacy
 ·
                Mobility
      – login into Voiceserve account anywhere in the world and access contact
      list
 ·
                Multiple
      accounts etc.....
 
 Voipswitch
Pricing’s
 
 The price
of the VoipSwitch system consists of the main package price and separate prices
for the additional modules. There are two price options of the basic version of
the system:
  ·
                Limited licenceat the
      price of $ 3500,
 ·
                Unlimited licenceat the
      price of $ 5000.
 
 The
limited license allows permits only a maximum of 30 simultaneous connections.
This version is recommended for start ups since it keeps the initial investment
minimal. As traffic increases the software can easily be upgraded to the next
level. The subsequent upgrade to the unlimited license does not require any
troublesome modifications. The limited version may run only on one IP
address.
 
 With the
unlimited version, there is no limit on the number of simultaneous
calls.
 
 The only
limitation is related to the hardware specifications of the server on which the
VoipSwitch operates. The unlimited license supports up to three Voipswitch’s
running simultaneously on independent servers attributed to the same company.
There are no restrictions regarding geographical locations.
 
 Both
licensed versions have the capacity to implement the following:
  ▪
                PC
      to Phone services (g723.1 softphone included
)
 ▪
                Device
      to phone services
 ▪
                DID
      mapping
 ▪
                Wholesale
      termination
 ▪
                Customers
      billing
 ▪
                Web
      interface for end users
 ▪
                Web
      interface for administrator
  Beyond
the main package, there are additional modules which extend the Voipswitch’s
features dramatically . The costs of the extras are listed below:
 ▪
                  Callback
      odule - SMS, ANI, PIN, DID, WEB
                  
                  $
                  1500▪
                  IP
      IVR (Calling cards) module
                  
                  $
                  1500▪
                  Resellers
      module
                  
                  $
                  1000▪
                  Call
      Shop module
                  
                  $
                  700▪
                  Online
      Shop module
                  
                  $
                  1000▪
                  VoipTunnel
      module
                  
                  $
                  350▪
                  Custom-made
      Softphone / Webphone
                  
                  $
                  300▪
                  Web
      Portal
                  
                  $
                  1000
  Voip
Proxy
  Voip-Proxy
has been established to act as a provider of quality termination international
minutes, and multiple DDI’s from numerous destinations across the globe.
Voip-proxy is an electronic marketplace for communications trading.
   2
   Voip-Proxy’s
online trading platform enables fixed and mobile service providers to buy, sell,
deliver and settle millions of minutes per year. Voip-Proxy provides a leading
marketplace for IP transit and paid peering. Multiple ISPs and content sites
buy, sell, deliver and settle IP transit and peering.
  Voip-Proxy
provides A-Z voice termination through interconnections with Tier 1 Providers.
The quality of our connections is aimed to be the highest standard possible.
High ASR & short PPD witness the high standard of our system. The Voip-Proxy
network is supported by a 24/7 network-operation-centre, ensuring the constant
quality of our service.
  We offer
our service to carriers, small businesses, callshops, resellers and other VOIP service
providers.
 The set
up procedure is fast and simple. An account is created, prepayment via one of
our numerous payment methods offered. Thereafter the client configures the
device and can benefit from the cheapest wholesale termination rates
around.
 HaloSwiat
 
 Haloswiat
is the retail division of Voiceserve Inc. It is currently a pilot scheme based
in Poland to attract residential and commercial users onto the Voipswitch model.
End users will be able to benefit on a retail level from all the
 
 VPSOffice
  VPSOffice
will provide residential and small to medium size businesses  with
trunking and PSTN termination services worldwide. The VPSOFFICE download will be
secure and seamless. The solution will deliver many benefits enabling
significant reductions in service costs, enhance flexibility, and rapidly add a
range of new and innovative services such as VoIP on cellular. VPS Office will
grow as it begins offering customers local residential/enterprise
telephony services. With the launch a whole new array of residential/enterprise
services will be offered at extremely competitive prices.
  Development
 
 Voipswitch
plans to include the following three new products:
 
 IPTV
  Traditional
methods of content delivery, including air, satellite and cable are still
available, but they are prohibitively expensive for small and medium size
providers and are not globally scalable. For example, if a provider wants to
offer delivery of TV channels via cable, he has to invest millions of dollars to
build supporting infrastructure to the end users. Even if he succeeds, he will
be limited to scaling up his business within the national
boundaries.
  Fortunately,
there are emerging technologies such as Internet Protocol Television (IPTV)
which enable low-cost and globally scalable delivery of multimedia content to
end users. IPTV technology enables the transport of high quality multimedia
content over public networks, such as the Internet. Because providers can
leverage on existing global Internet infrastructure, they gain the opportunity
to enter into the lucrative TV, Video-on-Demand, and Pay-per-View segments with
very low cost and compete successfully with established players like cable and
satellite companies.
  Voipswitch
will be offering end-to-end IPTV Solution for distribution of IPTV,
Video-on-Demand, Audio-on-Demand, Pay-per-View and other services directly to
the TV sets of subscribers. The solution will feature robust user
authentication, powerful billing and CRM capabilities, and intelligent content
management. Utilizing advanced compression codecs, such as MPEG4 for video and
MP3 for audio, the solution allows consistent delivery of high quality
multimedia content to subscribers even when network bandwidth is
limited.
  IPTV will
be an added feature within the Voipswitch infrastructure.
  Virtual
PBX
 
 The
Voipswitch PBX server due to be launched Q3 2008 will be designed for
implementations in mixed VoIP/PSTN and pure VoIP telecom environment. The
product will offer both traditional and next generation services, including VoIP
PBX, Auto Attendant (IVR), Voicemail, Unified Messaging, Follow-me, Conferencing
and more.
 
 In
addition to traditional PBX services, the PBX feature will also offer a number
of next-generation VoIP PBX features including Voice-to-Email, Fax-to-Email,
Distinctive Ring, Selective Call Forward, Selective Call Rejection, Virtual
Ring, etc. All such features are available to both IP and PSTN callers. The VoIP
PBX server will also supports unified messaging, enabling subscribers to access
their voicemails via alternative communication methods. In particular, the VoIP
PBX server can be configured to send email notifications of received voicemails
or to email voicemail messages as audio attachments to subscribers.
    3
 
 Clients
will have the facility to program the server with custom made announcements
and/or perform custom call routing. The Follow-me feature allows subscribers to
receive calls at multiple numbers that they designate. If a subscriber does not
pick up at one location, the VoIP PBX server will ring onto a second or a third
number. If the call is not picked up within a certain time period, the call will
be transferred it to voicemail. The conferencing functionality enables providers
to bridge both PSTN and VoIP callers in a voice conference. The VoIP PBX server
supports public and private rooms, conference recording and real-time conference
administration via phone or web.
 
 
 Mobile Dual GSM-WiFI
Phone
 
 Looking forward,
Voiceserve hopes to launch its new Dual Mobile-IP phone, with the Voipswitch
software incorporated within the hand set. The hand pieceis a compact smartphone
combining quad-band GSM and VoWLAN telephony based on the SIP standard in a
single device.The Dual Mode Phone is a compact smart-phone combining
quad-band GSM and Voice over WLAN (VoWLAN) telephony based on the SIP standard
in a single device. Based on the powerful Windows Mobile operating system, the
end user benefits from the convenience of a whole range of applications such as
SMS, MMS, Outlook e-mail, Tasks and Calendar management, Internet Explorer
Browsing, MSN messaging, Voice Recorder and a number of utilities offered by the
Windows environment. When at home, in the office, or under a hotspot coverage,
the phone allows to leverage on a Wi-Fi connection, making voice and data
services available at a higher speed and at lower cost. The Dual phone is
designed and qualified to operate in a multi-vendor, standards-based
environment. It also features Voipswitches software enhancements on Quality of
Service, manageability and advanced Fixed Mobile Converged services, such as
Voice Call Continuity.
 
 Financing & Revenue
Sources
 
 Voiceserve
is headquartered in London. To support its growth and in recognition of global
opportunity, Voiceserve’s revenue stream is from the following:
  1) VOIPSWITCH:-
Revenues generated from sales of licenses and their ongoing monthly service
charges to  resellers. Resellers range from small to medium VOIP
business’s globally offering telephony via the Internet enabling registered
users to call overseas at reduced rates, and between users for free. Purchasing
the Voipswitch license creates a virtual telecom supplier facility. www.voipswitch.com
 2) VOIP-PROXY-
Being interconnected to multiple International telecom carriers, Voip-Proxy has
the capacity to offer smaller resellers & Wholesalers International,
National and mobile minutes at very keen competitive tariffs. The resellers and
whole-sellers interconnect to the network via VOIP, thus enabling them to
pre-pay and purchase the minutes to the specified destinations. www.voip-proxy.com
 3) HALOSWIAT:-
In Poland end users have the facility logging onto the web site to take
advantage of all the various products offered by the company. The range includes
VOIP calling, sms call back, roaming sim, and call forwarding as just a sample
of Telecom products on offer. www.haloswiat.pl
 4) VPSOffice:  Clients
will pay a “one off” download fee. Following the download International minutes
will be able to be purchased via the Voip Proxy program.
 
 Voiceserve
is forming partnerships and franchises in various countries and is looking to
raise funds to partly subsidize its expansion.
 
 Patent and
Trademarks
  We
currently do not own any patents, trademarks or licenses of any kind and
therefore we have no protected rights with respect to our services.
  Governmental
Regulations
  There are
no governmental approvals necessary to conduct our current business. Although
this permits us to provide our services without the time and expense of
governmental supervision it also allows competitors to more easily enter this
business
 market.
  
 4
 
 ITEM 2. DESCRIPTION OF
PROPERTY
  Our
registered offices are located at Grosvenor House, 1 High Street, Edgware,
Middlesex HA8 7TA.Voiceserve houses its equipment at the above address. There is a lease
agreement between Voiceserve and the Landlord with a rent of $3,015 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.
    5
  PART
II
  ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  Our
common stock has traded on the OTC Bulletin Board system under the symbol “VSRV”
since July 24, 2007.  There is a limited trading market for our Common
Stock.  The following table sets forth the range of high and low bid
quotations for each quarter within the last fiscal year.  These
quotations as reported by the OTCBB reflect inter-dealer prices without retail
mark-up, mark-down or commissions and may not necessarily represent actual
transactions.
 
 High
                
                
                LowJuly
      24, 2007 to September 30, 3007
                
                $
                0.85
                
                
                $
                .050October
      1, 2007 to December 31, 2007
                
                $
                1.00
                
                
                $
                0.62January
      1, 2008 to March 31, 2008
                
                $
                1.10
                
                
                $
                0.26April
      1, 2008 to June 30, 2008
                
                $
                0.60
                
                
                $
                0.35
  The
source of these high and low prices was the OTCBB Bulletin
Board.  These quotations reflect inter-dealer prices, without retail
mark-up, markdown or commissions and may not represent actual
transactions.  The high and low prices listed have been rounded up to
the next highest two decimal places.
 
 The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors,  many of which we have little or no
control.  In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for
our common stock, regardless of our actual or projected
performance.
  Holders
  As of
July 11 2008,  we had 34 record holders of our common stock, holding
28,877,935 shares.
 Holders
of our common stock are entitled to one vote for each share on all matters
submitted to a stockholder vote.Holders of common stock do not have cumulative
voting rights.
 Therefore,
holders of a majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common stock
representing a majority of the voting power of our capital stock issued and
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.
  Although
there are no provisions in our charter or by-laws that may delay, defer or
prevent a change in control, we are authorized, without shareholder approval, to
issue shares of preferred stock that may contain rights or restrictions that
could have this effect.
  Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
 
 The
issued and outstanding shares of our Common Stock were issued in accordance with
the exemptions from registration afforded by Section 4(2) of the Securities Act
of 1933.
  Dividends
  Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, 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.
 
 Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  6
 
  ITEM
6.      MANAGEMENT’S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
  The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
 
 Overview
 
 We
were founded on 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. Following the
merger, we adopted Voiceserve Limited’s business plan, and conduct 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.
  On
January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch
Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and
outstanding ordinary shares as well as all of VoipSwitch’s assets, including
customer orders and intangible assets, for total consideration of $3,000,000,
consisting of $450,000 cash, $150,000 notes payable due on demand, $600,000
notes payable in total monthly installments of $50,000 per month for 12 months,
and 3,750,000 shares of VoiceServe common stock valued at $0.48 per share or
$1,800,000.
 
 Payment
of the monthly installments of the $600,000 notes payable is contingent upon and
limited each month to the future monthly net income of
VoipSwitch.  Accordingly, pursuant to SFAS No. 141, this $600,000
“contingent consideration” portion of the $3,000,000 total purchase price was
not included in the initial recorded cost of the acquisition or the recorded
notes payable.  If and when the contingency is resolved and payments
of the $600,000 notes payable are made, such paid amounts will be added to
goodwill.
  VoipSwitch
develops and implements various types of software that facilitate the deployment
of VOIP services globally, and to-date has successfully implemented over 800
VoipSwitch systems around the world .
   7
  VoipSwitch
is a complete IP telephony offering a variety of services including device to
phone technology, pc to phone/web to phone features, calling cards,
SMS/ANI/PIN/DID/WEB callback, DIDs' mapping, call shops and more. Unlike
competitive systems composed of many different parts, the Voipswitch platform is
fully integrated in one application what makes it exceptionally easy to manage.
All elements that are necessary for successful voip implementation are already
built in.  All the features are integrated in one multiple server
based application.
 
 Voiceserve
has established a minute trading platform “Voip Proxy” whereby wholesale minutes
are offered to Voipswitch clients. Non Voipswitch clients can also be connected
to the Wholesale Minute platform .
 
 RESULTS OF OPERATION FOR THEYEAR ENDEDMARCH31,2008 COMPARE TO THEYEAR ENDEDMARCH31,2007
 
 The
following table presents the statement of operations for the year ended March
31, 2008 as compared to the comparable period of the year ended March 31, 2007.
The discussion following the table is based on these results.
  Year
      Ended March 31,2008
                              
                              
                              2007Operating
      revenues:Revenues
      from communications air time
                              
                              $
                              663,339
                              
                              
                              $
                              119,861Software
      license fees
                              
                              
                              269,911
                              
                              
                              
                              -Net
      sales of communications devices
                              
                              
                              1,232
                              
                              
                              
                              33,104Total
      operating revenues
                              
                              
                              934,482
                              
                              
                              
                              152,965Cost
      of operating revenues:Communications
      air time
                              
                              
                              737,673
                              
                              
                              
                              150,731Software
      license fees
                              
                              
                              74,485
                              
                              
                              
                              -Communications
      devices
                              
                              
                              24,719
                              
                              
                              
                              32,777Total
      cost of operating revenues
                              
                              
                              836,877
                              
                              
                              
                              183,508Gross
      profit (loss)
                              
                              
                              97,605
                              
                              
                              
                              (30,543
                              )Operating
      expenses:Selling,
      general and administrative expenses, includingstock-based
      compensation of $59,583 and$130,900,
      respectively
                              
                              
                              934,401
                              
                              
                              
                              428,781Reverse
      acquisition expenses, including stock-basedcompensation
      of $105,000 in 2007
                              
                              
                              -
                              
                              
                              
                              160,000Total
      operating expenses
                              
                              
                              934,401
                              
                              
                              
                              588,781Income
      (loss) from operations
                              
                              
                              (836,796
                              )
                              
                              
                              (619,324
                              )Interest
      income
                              
                              
                              1,360
                              
                              
                              
                              393Interest
      expense
                              
                              
                              (161
                              )
                              
                              
                              -Income
      (loss) before income taxes
                              
                              
                              (835,597
                              )
                              
                              
                              (618,931
                              )Income
      taxes (benefit)
                              
                              
                              -
                              
                              
                              
                              -Net
      income (loss)
                              
                              $
                              (835,597
                              )
                              
                              $
                              (618,931
                              )Net
      income (loss) per share - basic and diluted
                              
                              $
                              (0.03
                              )
                              
                              $
                              (0.03
                              )Weighted
      average number of sharesoutstanding
      - basic and diluted
                              
                              
                              23,946,681
                              
                              
                              
                              20,138,643
   8
   Total
Revenues
 
 Revenues
for year end March 2008 were $934,482 as compared to $152,965 for year end March
2007, an approximate increase of 511% of 2007. The Company's revenue growth was
the result of its purchase of Voipswitch Inc and the sale of air time through
wholesale minute distributors. The total revenues of airtime for the year end
March 2008 were $663,339, that of communication device was $1,232 and that of
Software licenses which was a total of $269,911. This compares to revenues of
$119,861 for the same period year ending March 2007 from air time, $33,104 for
communication devices and no license sales for that period. The Company’s client
base is spread globally.  The revenues were generated from 46.8% of sales
in Asia, 25.3% of sales in North America, 21.4% of sales in Europe and 6.5%
across other regions.
 
 Cost
of Revenues
 
 Cost
of revenues for 2008 was $836,877 compared to $183,508 for 2007. The increase in
cost of revenues in 2008 relates to a dramatic increase in sales. The increase
in cost of revenue was also the result of Voiceserve hiring additional
technology service professionals to complete its development of products, and
service the current clientele. These costs of revenue accounted for the entire
total for year end March 2008.
 
 Gross
Margin
 
 The
gross margin for year end March 2007, was in negative territory. The gross
margin in 2008 was 10.4%. The sale of Voipswitch licenses with very significant
gross margins caused the increase in gross margin.
 
 Operating
Expenses
 
 Operating
expenses for year end March 2008 were $934,401 as compared to $588,781 for year
end March 2007. The increase in operating expenses was due to the fact that
since Voiceserve has acquired Voipswitch Inc., Voiceserve has absorbed the
personnel of Voipswitch to continue servicing its clientele and proceed with the
development of new products.
 
 For
the year ended March 31, 2008, amortization of intangible assets expense was
$47,917.  $41,667 was included in cost of software license fees and
$6,250 was included in selling, general and administrative
expenses
 
 Income
(loss) from operations
 
 Income
(Loss) from operations for the year ended March 31, 2008 totaled $(836,796)
compared to $(619,324) for the year ended March 31, 2007, an increase of
$217,472 or approximately 35.11%. The increase in loss from operations was
due to the increase in selling general and administrative
expenses.
  Net
income (loss)
 
 Net loss
was US$(835,597) in the fiscal year ended March 31, 2008, compared to
US$(618,931) in the fiscal year ended March 31, 2007, an increase of US$216,666,
or 35%. Our net loss increased because of the increase in selling general
and administrative expenses.
 
 The
operating results of VoipSwitch have been included in the accompanying
consolidated statements of operations from January 15, 2008 (date of
acquisition).  Had the acquisition occurred April 1, 2006, pro forma
operating revenues, net income (loss) and diluted net income (loss) per share
would be $1,319,756, $(868,368), and $(0.03), respectively, for the year ended
March 31, 2008 and $656,702, $(641,003), and $(0.03), respectively, for the
year ended March 31, 2007.
 
 LIQUIDITY AND CAPITAL
RESOURCES
 
 As of
March 31, 2008 we had $50,046 in cash. A substantial amount of cash will be
required in order to grow operations over the next twelve months. Based upon our
current cash we may not be able to meet our current expenses and may need
additional capital. We intend to seek advice from investment professionals on
how to obtain additional capital and believe that by being a public entity we
will be more attractive to sources of capital. In addition, we will need to
raise additional capital to continue our operations past 12 months, and there is
no assurance we will be successful in raising the needed capital. Currently we
have no material commitments for capital expenditures. Management believes
that actions presently being taken to obtain additional funding and implement
its strategic plans provide the opportunity for the Company to continue as a
going concern.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty .
   9
 
 Investment
agreement
 
 On
August 20, 2007, VoiceServe entered into an Investment Agreement with Dutchess
Private Equities Fund, Ltd. (the “Investor”).  Pursuant to this Agreement,
the Investor shall commit to purchase up to $10,000,000 of our common stock over
the course of thirty-six (36) months.  The amount that we shall be entitled
to request from each purchase (“Puts”) shall be equal to, at our election,
either (i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market
only) of the common stock for the ten (10) trading days prior to the applicable
Put Notice Date, multiplied by the average of the three (3) daily closing bid
prices immediately preceding the Put Date.  The Put Date shall be the date
that the Investor receives a put notice of a drawn down by us.  The
purchase price shall be set at ninety-three percent (93%) of the lowest closing
Best Bid price of the Common Stock during the pricing period.  The pricing
period shall be the five (5) consecutive trading days immediately after the put
notice date.  There are put restrictions applied on days between the put
date and the closing date with respect to that particular put.  During this
time, we shall not be entitled to deliver another put notice.
 
 In
connection with the Agreement, we entered into a Registration Rights Agreement
with the Investor (”Registration Agreement”).  Pursuant to the Registration
Agreement, we were obligated to file a registration statement with the
Securities and Exchange Commission (“SEC”) covering 2,335,550 shares of the
common stock underlying the Investment Agreement within 15 days after the
execution date.  We filed a registrations statement with the SEC covering
the Investor shares on October 4, 2007, which was then declared effective on
November 6, 2007.
 
 Consulting
agreement
 
 On
September 15, 2007, VoiceServe entered into an agreement with an investor
relations firm (the “IR Firm”).  The agreement provides for the IR firm to
perform certain investor relations, consulting, and advisory services for
VoiceServe.  The term of the agreement is one year commencing September 15,
2007 and ending September 14, 2008 and is to automatically renew in subsequent
six month increments; after August 15, 2008, either party has the right to
terminate the agreement with 30 days notice.  As consideration for their
services, VoiceServe is to issue the IR Firm 200,000 shares of VoiceServe common
stock (the 200,000 shares were issued in October 2007 and the $110,000 estimated
fair value of these shares is being expensed ratably over the one year initial
term of the agreement) and pay retainer fees of $6,100 per month to the IR firm.
$59,583 (of the total $110,000 stock-based compensation) was expensed in the
year ended March 31, 2008 and the remaining $50,417 is included in prepaid
expenses at March 31, 2008.
 
 CRITICAL ACCOUNTING
PRONOUNCEMENTS
 
 Our
significant accounting policies are summarized in Note 2 of our financial
statements included in our report on this amendment to Form
10-KSB.
 
 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
have never entered into any off-balance sheet financing arrangements and have
never established any special purpose entities. We have not guaranteed any debt
or commitments of other entities or entered into any options on non-financial
assets.
 10
  Item
7. FINANCIAL STATEMENTS
    VOICESERVE,
INC.
 Index
to Financial Statements
 
 
 PageReport
      of Independent Registered Public Accounting Firm
              F-2Financial
      Statements:Consolidated
      Balance Sheets as of March 31, 2008 andMarch
      31, 2007
              F-3Consolidated
      Statements of Operations for the years endedMarch
      31, 2008 and 2007
              F-4Consolidated
      Statements of Changes in Stockholders’ Equity(Deficiency)
      for the years ended March 31, 2008 and 2007
              F-5/F-6Consolidated
      Statements of Cash Flows for the years endedMarch
      31, 2008 and 2007
              F-7Notes
      to Consolidated Financial Statements
              F-8
 
 F-1
   REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders of
 Voiceserve,
Inc.
 
 I have
audited the accompanying consolidated balance sheets of Voiceserve, Inc. and
subsidiaries (the “Company”) as of March 31, 2008 and 2007, and the related
consolidated statements of operations, changes in stockholders’ equity
(deficiency), and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management.  My
responsibility is to express an opinion on these financial statements based on
my audits.
 
 I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  I believe
that my audits provide a reasonable basis for my opinion.
 
 In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Voiceserve, Inc. and
subsidiaries as of March 31, 2008 and 2007 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 11,
2008
 
  F-2
  VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Balance SheetsMarch
      31,2008
                  
                  
                  2007AssetsCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  50,046
                  
                  
                  $
                  210,451Accounts
      receivable, net of allowancefor
      doubtful accounts of $29,788 and $0, respectively
                  
                  
                  62,851
                  
                  
                  
                  1,090Inventory
                  
                  
                  -
                  
                  
                  
                  50,953Prepaid
      expenses
                  
                  
                  165,840
                  
                  
                  
                  3,248Total
      current assets
                  
                  
                  278,737
                  
                  
                  
                  265,742Property
      and equipment, net of accumulated depreciationof
      $68,101 and $59,491, respectively
                  
                  
                  24,231
                  
                  
                  
                  29,647Intangible
      assets, net of  accumulated amortization of$47,917
      and $0, respectively
                  
                  
                  2,496,874
                  
                  
                  
                  -Total
      assets
                  
                  $
                  2,799,842
                  
                  
                  $
                  295,389Liabilities and
      Stockholders' Equity (Deficiency)Current
      liabilities:Accounts
      payable
                  
                  $
                  160,051
                  
                  
                  $
                  156,562Accrued
      expenses payable
                  
                  
                  77,815
                  
                  
                  
                  12,831Deferred
      software license fees
                  
                  
                  64,334
                  
                  
                  
                  -Loans
      payable to related parties
                  
                  
                  44,768
                  
                  
                  
                  142,675Due
      sellers of VoipSwitch Inc.
                  
                  
                  150,000
                  
                  
                  
                  -Total
      current liabilities
                  
                  
                  496,968
                  
                  
                  
                  312,068Stockholders'
      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 outstanding28,877,935
      and 22,173,140 shares, respectively
                  
                  
                  28,878
                  
                  
                  
                  22,173Additional
      paid-in capital
                  
                  
                  4,231,445
                  
                  
                  
                  1,084,918Deficit
                  
                  
                  (1,957,700
                  )
                  
                  
                  (1,122,103
                  )Accumulated
      other comprehensive income (loss)
                  
                  
                  251
                  
                  
                  
                  (1,667
                  )Total
      stockholders' equity (deficiency)
                  
                  
                  2,302,874
                  
                  
                  
                  (16,679
                  )Total
      liabilities and stockholders' equity (deficiency)
                  
                  $
                  2,799,842
                  
                  
                  $
                  295,389
  See notes
to consolidated financial statements.
  F-3
   VOICESERVE, INC. AND SUBSIDIARIESConsolidated
      Statements of OperationsYear
      Ended March 31,2008
                
                
                2007Operating
      revenues:Revenues
      from communications air time
                
                $
                663,339
                
                
                $
                119,861Software
      license fees
                
                
                269,911
                
                
                
                -Net
      sales of communications devices
                
                
                1,232
                
                
                
                33,104Total
      operating revenues
                
                
                934,482
                
                
                
                152,965Cost
      of operating revenues:Communications
      air time
                
                
                737,673
                
                
                
                150,731Software
      license fees
                
                
                74,485
                
                
                
                -Communications
      devices
                
                
                24,719
                
                
                
                32,777Total
      cost of operating revenues
                
                
                836,877
                
                
                
                183,508Gross
      profit (loss)
                
                
                97,605
                
                
                
                (30,543
                )Operating
      expenses:Selling,
      general and administrative expenses, includingstock-based
      compensation of $59,583 and$130,900,
      respectively
                
                
                934,401
                
                
                
                428,781Reverse
      acquisition expenses, including stock-basedcompensation
      of $105,000 in 2007
                
                
                -
                
                
                
                160,000Total
      operating expenses
                
                
                934,401
                
                
                
                588,781Income
      (loss) from operations
                
                
                (836,796
                )
                
                
                (619,324
                )Interest
      income
                
                
                1,360
                
                
                
                393Interest
      expense
                
                
                (161
                )
                
                
                -Income
      (loss) before income taxes
                
                
                (835,597
                )
                
                
                (618,931
                )Income
      taxes (benefit)
                
                
                -
                
                
                
                -Net
      income (loss)
                
                $
                (835,597
                )
                
                $
                (618,931
                )Net
      income (loss) per share - basic and diluted
                
                $
                (0.03
                )
                
                $
                (0.03
                )Weighted
      average number of sharesoutstanding
      - basic and diluted
                
                
                23,946,681
                
                
                
                20,138,643
  See notes
to consolidated financial statements.
   F-4
   VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Changes in Stockholders' Equity (Deficiency)Accumulated
                
                
                TotalCommon
      Stock
                
                
                Additional
                
                
                
                
                
                Other
                
                
                Stockholders'$.001
      par value
                
                
                Paid-In
                
                
                
                
                
                Comprehensive
                
                
                EquityShares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                Income
      (Loss)
                
                
                (Deficiency)Balances,March
      31, 2006
                
                
                20,000,000
                
                
                $
                20,000
                
                
                $
                331,348
                
                
                $
                (503,172
                )
                
                $
                30,766
                
                
                $
                (121,058
                )Sale
      of sharesin
      private placements,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
                )Sale
      of shares inprivate
      placements,less
      $9,477 privateplacement
      costs
                
                
                2,803,195
                
                
                
                2,803
                
                
                
                1,239,720
                
                
                
                -
                
                
                
                -
                
                
                
                1,242,523Settlement
      withconsultant
                
                
                (50,000
                )
                
                
                (50
                )
                
                
                50
                
                
                
                -
                
                
                
                -
                
                
                
                -Shares
      issued pursuantto
      consultingagreement
                
                
                200,000
                
                
                
                200
                
                
                
                109,800
                
                
                
                -
                
                
                
                -
                
                
                
                110,000Shares
      issued pursuantto
      InvestmentAgreement
                
                
                1,600
                
                
                
                2
                
                
                
                707
                
                
                
                -
                
                
                
                -
                
                
                
                709
   F-5
   VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Changes in Stockholders' Equity (Deficiency)Accumulated
                
                
                TotalCommon
      Stock
                
                
                Additional
                
                
                
                
                
                Other
                
                
                Stockholders'$.001
      par value
                
                
                Paid-In
                
                
                
                
                
                Comprehensive
                
                
                EquityShares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                Income
      (Loss)
                
                
                (Deficiency)Shares
      issued pursuantto
      acquisition ofVoipSwitch
      Inc.
                
                
                3,750,000
                
                
                
                3,750
                
                
                
                1,796,250
                
                
                
                -
                
                
                
                -
                
                
                
                1,800,000Foreign
      currencytranslationadjustment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,918
                
                
                
                1,918Net
      income (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (835,597
                )
                
                
                -
                
                
                
                (835,597
                )Balances,March
      31, 2008
                
                
                28,877,935
                
                
                $
                28,878
                
                
                $
                4,231,445
                
                
                $
                (1,957,700
                )
                
                $
                251
                
                
                $
                2,302,874
     F-6
   VOICESERVE,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Cash FlowsYear
      Ended March 31,2008
                
                
                2007Cash
      flows from operating activities:Net
      income (loss)
                
                $
                (835,597
                )
                
                $
                (618,931
                )Adjustments
      to reconcile net income (loss) to netcash
      provided by (used in) operating activities:Depreciation
                
                
                8,175
                
                
                
                9,425Amortization
                
                
                47,917
                
                
                
                -Stock-based
      compensation
                
                
                59,583
                
                
                
                235,900Changes
      in operating assets and liabilities:Accounts
      receivable, net
                
                
                (61,761
                )
                
                
                (156
                )Inventory
                
                
                50,953
                
                
                
                (22,279
                )Prepaid
      expenses
                
                
                (112,175
                )
                
                
                37,676Accounts
      payable
                
                
                490
                
                
                
                (33,604
                )Accrued
      expenses payable
                
                
                64,984
                
                
                
                (29,177
                )Deferred
      software license fees
                
                
                15,860
                
                
                
                -Net
      cash provided by (used in) operating activities
                
                
                (761,571
                )
                
                
                (421,146
                )Cash
      flows from investing activities:Purchases
      of property and equipment
                
                
                (2,396
                )
                
                
                (4,156
                )Acquisition
      of VoipSwitch Inc.
                
                
                (543,318
                )
                
                
                -Net
      cash provided by (used in) investing activities
                
                
                (545,714
                )
                
                
                (4,156
                )Cash
      flows from financing activities:Proceeds
      from sales of common stock
                
                
                1,243,232
                
                
                
                480,643Increase
      (decrease) in loans payable to related parties
                
                
                (97,907
                )
                
                
                181,875Net
      cash provided by (used in) financing activities
                
                
                1,145,325
                
                
                
                662,518Effect
      of exchange rate changes on cash and cash equivalents
                
                
                1,555
                
                
                
                (32,433
                )Increase
      (decrease) in cash and cash equivalents
                
                
                (160,405
                )
                
                
                204,783Cash
      and cash equivalents, beginning of period
                
                
                210,451
                
                
                
                5,668Cash
      and cash equivalents, end of period
                
                $
                50,046
                
                
                $
                210,451Supplemental
      disclosures of cash flow information:Interest
      paid
                
                $
                161
                
                
                $
                -Income
      taxes paid
                
                $
                -
                
                
                $
                -Non-cash
      financing activities:Conversion
      of loans payable to related partyto
      common stock
                
                $
                -
                
                
                $
                39,200
     F-7
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
 
 VoiceServe,
Inc. (“VoiceServe”) was incorporated in the State of Delaware on December 9,
2005 under the name 4306, Inc.  On February 20, 2007, VoiceServe
acquired 100% of the issued and outstanding stock of VoiceServe Limited
(“Limited”), a corporation incorporated in the United Kingdom on March 21, 2002,
in exchange for 20,000,000 shares of VoiceServe common stock (representing 100%
of the issued and outstanding shares of VoiceServe after the
exchange).  From October 1, 2006 to February 20, 2007, Limited owned
100% of the issued and outstanding shares of VoiceServe.  Accordingly,
this acquisition was treated as a combination of entities under common control
and was accounted for in a manner similar to pooling of interests
accounting.  The consolidated financial statements include the
operations of VoiceServe from October 1, 2006 and the operations of Limited from
its inception on March 21, 2002.
 
 On
January 15, 2008, VoiceServe acquired 100% of the issued and outstanding stock
of VoipSwitch Inc. (“VoipSwitch”), a corporation incorporated in the Republic of
Seychelles on May 9, 2005 (see Note 3).  VoipSwitch licenses software
systems (online telephony management applications) to customers
online.  Generally, the license of a system includes remote
installation and initial configuration of the main system, training relating to
the use of the system and modules, and 1 year technical support (commencing June
2008, six months technical support).
 
 VoiceServe
has had no operations; VoiceServe is a holding company for its wholly owned
subsidiaries Limited (since February 20, 2007) and VoipSwitch (since January 15,
2008).
 
 Limited
is engaged in the telephone communications business from its London, United
Kingdom office.  Limited offers customers through its software voice
calls over the internet.  The software allows computer users to access
the Company’s exchange via the internet and through the exchange connect with
numerous sources of telephone communications at discounted
rates.  Since January 15, 2008, Limited has also licensed VoipSwitch
software systems.
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (a) Principles
of Consolidation
 
 The
consolidated financial statements include the accounts of VoiceServe and its
wholly owned subsidiaries Limited and VoipSwitch (collectively, the “Company”).
All intercompany balances and transactions have been eliminated in
consolidation.
 
 (b) Basis of
presentation
 
 The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States (“US GAAP”).
 
  F-8
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 The
financial statements have been prepared on a “going concern” basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, as of March 31, 2008, the Company
had negative working capital of $218,231.  Further, since inception,
the Company has incurred losses of $1,957,700.  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 pursue new customers and certain acquisition prospects to
attain profitable operations.  However, there is no assurance that the
Company will be successful in accomplishing these objectives.  The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
 
 (c) Use of
Estimates
 
 The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the
reported amounts of revenues and expenses during the reporting
periods.  Actual results could
differ from those estimates.
 
 (d) Fair Value of
Financial Instruments
 
 The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable, net, accounts payable, accrued expenses payable, loans payable to
related parties, and due sellers of VoipSwitch Inc..  The fair value
of these financial instruments approximate their carrying amounts reported in
the balance sheets due to the short term maturity of these
instruments.
 
 (e) Foreign
Currency Translation
 
 The
functional currency of VoiceServe is the United States dollar.  The
functional currency of Limited is the United Kingdom pound sterling
(“£”).  The functional currency of VoipSwitch is the United States
dollar.  The reporting currency of the Company is the United States
dollar.  Limited’s assets and liabilities are translated into United
States dollars at the period-end exchange rates ($1.985884 and $1.968291 at
March 31, 2008 and March 31, 2007, respectively).  Limited’s revenue
and expenses are translated at weighted average exchange rates ($2.009897 and
$1.877149 for the years ended March 31, 2008 and March 31, 2007,
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.
   F-9
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 (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.
 
 (h) Property
and Equipment, Net
 
 Property
and equipment, net is stated at cost less accumulated
depreciation.  Depreciation is calculated using an accelerated
declining balance method over the estimated useful lives of the respective
assets.
 
 (i)  Intangible
Assets
 
 Intangible
assets, net are stated at their estimated fair values at date of acquisition
less accumulated amortization.  Amortization is calculated using the
straight-line method over the estimated economic lives of the respective
assets.
 
 (j)  Goodwill and
Intangible Assets with Indefinite Lives
 
 The
Company does not amortize goodwill and intangible assets with indefinite useful
lives, but instead tests for impairment at least annually.  When
conducting the annual impairment test for goodwill, the Company compares the
estimated fair value of a reporting unit containing goodwill to its carrying
value.  If the estimated fair value of the reporting unit is
determined to be less than its carrying value, goodwill is reduced and an
impairment loss is recorded.
 
 (k) Long-lived
Assets
 
 The
Company reviews long-lived assets held and used, intangible assets with finite
useful lives and assets held for sale for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.  If an evaluation of  recoverability was
required, the estimated undiscounted future cash flows associated with the asset
would be compared to the asset’s carrying amount to determine if a write-down
was required.  If the undiscounted cash flows are less than the
carrying amount, an impairment  loss is recorded to the extent that
the carrying amount exceeds the fair value.
 
 (l) Revenue
Recognition
 
 Revenues
from communications air time are recorded when the customer uses the air
time.  Substantially all revenues from communications air time are
prepaid by the customer by credit card.
 
 F-10
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 Revenues
from licenses of software are recognized upon delivery of the software when
persuasive evidence of an arrangement exists, the fee is fixed or determinable,
and collectibility is probable.  The portion of the fee allocated to
postcontract customer support and services is recognized ratably over the period
of the agreed support and services.
 
 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.
 
 (m) Advertising
 
 Advertising
      costs are expensed as incurred and amounted to $31,960 and $2,517 for the
      years ended March 31, 2008 and 2007,
  respectively.
 
 (n) 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.
 
 (o) 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.
 
 (p) Net Income
(Loss) per Share
 
 Basic
      net income (loss) per share is computed on the basis of the weighted
      average   number of common shares outstanding during the
      period.
 
 Diluted
net income (loss) per share is computed on the basis of the weighted average
number of common shares and dilutive securities (such as stock options and
convertible securities) outstanding.  Dilutive securities having an
anti-dilutive effect on diluted net income (loss) per share are excluded from
the calculation.
 
 F-11
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
3 – ACQUISITION OF VOIPSWITCH INC.
 
 On
January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch
Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and
outstanding ordinary shares as
well as all of VoipSwitch’s assets, including customer orders and intangible
assets, for total
consideration of $3,000,000 ($450,000 cash, $150,000 notes payable due on
demand, $600,000 notes payable in total monthly installments of $50,000 per
month for 12 months, and 3,750,000 shares of VoiceServe common stock valued at
$0.48 per share or $1,800,000).
 
 Payment
of the monthly installments of the $600,000 notes payable is contingent upon and
limited each month to the future monthly net income of
VoipSwitch.  Accordingly, pursuant to SFAS No. 141, this $600,000
“contingent consideration” portion of the $3,000,000 total purchase price was
not included in the initial recorded cost of the acquisition or the recorded
notes payable.  If and when the contingency is resolved and payments
of the $600,000 notes payable are made, such paid amounts will be added to
goodwill.
 
 The
estimated fair values of the identifiable net assets of VoipSwitch at January
15, 2008 (date of acquisition) consisted of:
 
 Cash
      and cash equivalents
                  
                  $
                  6,682Developed
      software (for licensing to customers)
                  
                  
                  2,000,000In-place
      contracts and customer list
                  
                  
                  100,000Trade
      name
                  
                  
                  100,000Accounts
      payable and accrued expenses
                  
                  
                  (2,999
                  )Deferred
      software license fees
                  
                  
                  (48,474
                  )Identifiable
      net assets
                  
                  $
                  2,155,209
 
 Goodwill
of $244,791 (excess of the $2,400,000 consideration, excluding the $600,000
contingent consideration, over the $2,155,209 identifiable net assets) was
recorded at the acquisition date January 15, 2008.  In February and
March 2008, $100,000 of the $600,000 “contingent consideration” notes payable
was paid and added to goodwill.
 
 The
operating results of VoipSwitch have been included in the accompanying
consolidated statements of operations from January 15, 2008 (date of
acquisition).  Had the acquisition occurred April 1, 2006, pro forma
operating revenues, net income (loss) and diluted net income (loss) per share
would be $1,319,756, $(868,368), and $(0.03), respectively, for the year ended
March 31, 2008 and $656,702, $(641,003), and $(0.03), respectively, for the year
ended March 31, 2007.
 
 
 F-12
 
  VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
4 – INTANGIBLE ASSETS, NET
 
 Intangible
assets, net, at March 31, 2008 consisted of:
 
 Acquisition
      of VoipSwitch:Developed
      software (for licensing to customers)
                  
                  $
                  2,000,000In-place
      contracts and customer list
                  
                  
                  100,000Trade
      name
                  
                  
                  100,000Goodwill
                  
                  
                  344,791Total
                  
                  
                  2,544,791Accumulated
      amortization
                  
                  
                  (47,917
                  )Intangible
      assets, net
                  
                  $
                  2,496,874
  The
developed software, in-place contracts and customer list, and trade name are
amortized using the straight-line method over their estimated economic lives
(ten years for the developed software and trade name; five years for the
in-place contracts and customer list).  Goodwill is not
amortized.
 
 For the
year ended March 31, 2008, amortization of intangible assets expense was
$47,917.  $41,667 was included in cost of software license fees and
$6,250 was included in selling, general and administrative
expenses.
 
 Expected
future amortization expense for acquired intangible assets as of March 31, 2008
follows:
 
 Year ended March
      31,
                  
                  Amount2009
                  
                  $
                  215,0002010
                  
                  
                  215,0002011
                  
                  
                  215,0002012
                  
                  
                  215,0002013
                  
                  
                  215,000Thereafter
                  
                  
                  1,077,083Total
                  
                  $
                  2,152,083
 
 F-13
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
5 – DEFERRED SOFTWARE LICENSE FEES
 
 As
described in Note 1, the licenses of the VoipSwitch systems generally include
certain postcontract customer support (“PCS”).  In accordance with the
American Institute of Certified Public Accountants (“AICPA”) Statement of
Position 97-2, “Software Revenue Recognition”, the Company allocates a portion
of the license fees to PCS based on the vendor-specific objective evidence of
fair value (generally $800 for 1 year technical support) of the PCS and
recognizes the PCS revenues ratably over the period of the agreed
PCS.
 
 Deferred
software license fees (attributable to PCS) for the year ended March 31, 2008
were accounted for as follows:
 
 Year
      EndedMarch 31,
      2008Balance,
      January 15, 2008 (date ofacquisition
      of VoipSwitch)
                  
                  $
                  48,474Additions
                  
                  
                  40,000Recognized
      as revenue
                  
                  
                  (24,140
                  )Balance,
      end of period
                  
                  $
                  64,334
 
 NOTE
6 – LOANS PAYABLE TO RELATED PARTIES
 
 Loans
payable to related parties consisted of:
 
 March
      31,2008
                  
                  
                  2007Due
      chief financial officer
                  
                  $
                  99
                  
                  
                  $
                  98,512Due
      chairman of the board of directors
                  
                  
                  25,405
                  
                  
                  
                  25,131Due
      chief operational officer
                  
                  
                  19,264
                  
                  
                  
                  19,032Total
                  
                  $
                  44,768
                  
                  
                  $
                  142,675
 
 The loans
payable to related parties are all non-interest bearing, unsecured, and due on
demand.
 
 F-14
 
  VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
7 – STOCKHOLDERS’ EQUITY
 
 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.
 
 In the
six months ended September 30, 2007, VoiceServe sold a total of 1,154,285 shares
of its common stock to 9 investors at a price of $0.35 per share, or for total
consideration of $404,000.
 
 On August
29, 2007, VoiceServe reached a settlement agreement with a consultant who
rendered services relating to the reverse acquisition.  Pursuant to
the settlement, 50,000 (of the 300,000 shares issued to this consultant in
February 2007) shares of common stock were returned to VoiceServe and
cancelled.
 
 In the
three months ended December 31, 2007, VoiceServe sold a total of 498,910 shares
of its common stock to 4 investors at prices ranging from $0.50 to $0.62 per
share for total consideration of $278,000.
 
 In
October 2007 (see note 11), VoiceServe issued 200,000 shares of its common stock
(valued at $110,000) to an investor relations firm pursuant to a consulting
agreement.
 
 In the
three months ended March 31, 2008, VoiceServe sold a total of 1,150,000 shares
of its common stock to 6 investors at prices ranging from $0.40 to $0.50 per
share for total consideration of $570,000.
 
 On
January 15, 2008 (see Note 3), VoiceServe issued 3,750,000 shares of its common
stock (valued at $1,800,000) pursuant to its acquisition of
VoipSwitch.
 
 At March
31, 2008, the Company had no stock options or other convertible
securities  outstanding.
 
 F-15
 
 VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
8 – INCOME TAXES
 
 No
provisions for income taxes were recorded in years ended March 31, 2008 and 2007
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, 2008 will be
realized.  Accordingly, the Company has provided a 100% allowance
against the deferred tax asset in the financial statements at March 31,
2008.  The Company will continue to review this valuation allowance
and make adjustments as appropriate.
 
 NOTE
9 – SEGMENT INFORMATION
 
 The
Company operates in one business segment: telephone communications.
 
 Operating
revenues by customer geographic area follow:
 
 Year
      Ended March 31,2008
                  
                  
                  2007Asia
                  
                  $
                  437,884
                  
                  
                  $
                  16,530North
      America
                  
                  
                  236,527
                  
                  
                  
                  21,216Europe
                  
                  
                  199,998
                  
                  
                  
                  91,759Other
                  
                  
                  60,073
                  
                  
                  
                  23,460Total
                  
                  $
                  934,482
                  
                  
                  $
                  152,965
 
 In the
year ended March 31, 2007, one European customer accounted for 36% of total
operating revenues and one African customer accounted for 11% of total operating
revenues.
 
 In the
year ended March 31, 2008, one Asian customer accounted for 17% of total
operating revenues, another Asian customer accounted for 11% of total operating
revenues, and one North American customer accounted for 11% of total operating
revenues.
 
 NOTE
10 – RELATED PARTY TRANSACTIONS
 
 For the
years ended March 31, 2008 and 2007, consulting fees paid to officers,
directors, and their affiliates totaled $310,635 and $107,951,
respectively.  These fees are included in selling, general, and
administrative expenses in the accompanying statements of
operations.
 
  F-16
   VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 NOTE
11 – COMMITMENTS AND CONTINGENCIES
 
 Investment
agreement
 
 On August
20, 2007, VoiceServe entered into an Investment Agreement with Dutchess Private
Equities Fund, Ltd. (the “Investor”).  Pursuant to this Agreement, the
Investor shall commit to purchase up to $10,000,000 of our common stock over the
course of thirty-six (36) months.  The amount that we shall be
entitled to request from each purchase (“Puts”) shall be equal to, at our
election, either (i) up to $250,000 or (ii) 200% of the average daily volume
(U.S. market only) of the common stock for the ten (10) trading days prior to
the applicable Put Notice Date, multiplied by the average of the three (3) daily
closing bid prices immediately preceding the Put Date.  The Put Date
shall be the date that the Investor receives a put notice of a drawn down by
us.  The purchase price shall be set at ninety-three percent (93%) of
the lowest closing Best Bid price of the Common Stock during the pricing
period.  The pricing period shall be the five (5) consecutive trading
days immediately after the put notice date.  There are put
restrictions applied on days between the put date and the closing date with
respect to that particular put.  During this time, we shall not be
entitled to deliver another put notice.
 
 In
connection with the Agreement, we entered into a Registration Rights Agreement
with the Investor (”Registration Agreement”).  Pursuant to the
Registration Agreement, we were obligated to file a registration statement with
the Securities and Exchange Commission (“SEC”) covering 2,335,550 shares of the
common stock underlying the Investment Agreement within 15 days after the
execution date.  In addition, we were obligated to use all
commercially reasonable efforts to have the registration statement declared
effective by the SEC within 90 days after the execution date, which occurred
November 6, 2007.
 
 Consulting
agreement
 
 On
September 15, 2007, VoiceServe entered into an agreement with an investor
relations firm (the “IR Firm”).  The agreement provides for the IR
firm to perform certain investor relations, consulting,
and advisory services for VoiceServe.  The term of the agreement is
one year commencing September 15, 2007 and ending September 14, 2008 and is to
automatically renew in subsequent six month increments; after August 15, 2008,
either party has the right to terminate the agreement with 30 days
notice.  As consideration for their services, VoiceServe is to issue
the IR Firm 200,000 shares of VoiceServe common stock (the 200,000 shares were
issued in October 2007 and the $110,000 estimated fair value of these shares is
being expensed ratably over the one year initial term of the agreement) and pay
retainer fees of $6,100 per month to the IR firm. $59,583 (of the total $110,000
stock-based compensation) was expensed in the year ended March 31, 2008 and the
remaining $50,417 is included in prepaid expenses at March 31,
2008.
 
 F-17
 
  VOICESERVE,
INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements
 
 Service
agreements
 
 In
connection with the acquisition of VoipSwitch, VoiceServe entered into service
agreements with the three sellers.  The agreements have a three year
term (to January 15, 2011) and provide for monthly compensation of $6,000 for
each of the three individuals, or $18,000 per month total.
 
 Rental
agreements
 
 Limited
presently uses the office of its secretary at no cost under a month to month
verbal agreement.  Limited also rents storage space at monthly rentals
of £500 (or $1,005 translated at the March 31, 2008 exchange
rate).  For the years ended March 31, 2008 and 2007, rent expense was
$16,063 and $18,000, respectively.
   F-18
 Item
8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  Our
significant accounting policies are summarized in Note 2 of our financial
statements included in our March 31, 2008.
  We have
adopted the following accounting standards. While all of these significant
accounting policies impact our financial condition, our views of these policies
are critical. Policies determined to be critical are those policies that have
the most significant impact on our financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates.
  Off-Balance Sheet
Arrangements
  We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  Item
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,
2008. Based on this evaluation, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure
  Changes
in internal controls
  There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended March 31, 2008 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
  Item
8A (T).     Management Report on Internal Control Over
Financial Reporting
  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispostions
of the assets of the Company, (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.
  Management
assessed our internal control over financial reporting as of March 31, 2008,
which was the end of our fiscal year. Management based its assessment on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Management’s
assessment included evaluation of such elements as the design and operating
effectiveness of key financial reporting controls, process, documentation,
accounting policies, and our overall control environment.
  Based on
our assessment, management has concluded that our internal control over
financial reporting was effective as of the end of the fiscal year to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in
accordance with generally accepted accounting principles.
  This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation
pursuant to temporary rules of the Securities and Exchange
Commission.
 ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
  Our
executive officer’s and director’s and their respective age’s as of July 11,
2008 are as follows:
 
 Aron
      Sandler
                38
                Chief
      Financial Officer and DirectorMichael
      Bibelman
                38
                Chief
      Executive Officer and DirectorAlexander
      Ellinson
                43
                Chairman
      of the Board of Directors & PresidentMike
      Ottie
                40
                Chief
      Operational Officer and DirectorKrzysztof
      Oglaza
                33
                Chief
      Technical Officer and DirectorMichal
      Kozlowski
                32
                Chief  Development
      OfficerLukasz
      Nowak
                30
                Chief  Integration
      Officer
  Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
  11
  
 MR.
ARON SANDLER, CHIEF FINANCIAL OFFICER AND DIRECTOR.  Joined
Voiceserve Limited in September 2005, investing funds to complete the
development of Voiceserve’s products. Mr. Sandler a well known entrepreneur from
the North East of England amassed his wealth having developed a very large real
estate portfolio in the United Kingdom. His experience in real estate
encompasses the development of both residential and commercial properties. 
Following Voiceserve Limited's successful launch of its complete range of
products Mr. Sandler has taken an active role in the Company.
 
 MR.
MICHAEL BIBELMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR.. Co-founder of Voiceserve
Limited has been involved in telecommunications since 1994. Having completed his
studies in the summer of 1994, Mr. Bibelman acquired his marketing
telecommunication skills after becoming an independent reseller for Calling Card
companies. Mr. Bibelman achieved contracts with major Belgium and United Kingdom
calling card distributors. In 1996 he joined Ambro International bringing with
his amassed calling card experience and introduced the United Kingdom and
Scotland telecommunications market with the famous “Big Talk” calling
card.  In March 2002 Mr. Bibelman co-founded Voiceserve Limited with the
goal of developing VOIP technology and offering a complete solution to end
users.
  MR.
ALEXANDER ELLINSON, CHAIRMAN OF THE BOARD OF DIRECTORS &
PRESIDENT. Co-
founder of Voiceserve Limited has been involved in telecommunications since
1994. Having completed his studies in the summer of 1989, Mr. Ellinson became
the senior Manager at Le Galerie Versailles Antique Auctioneers in Belgium. Mr.
Ellinson's corporate telecommunication experience was gained after he became an
Independent Marketing agent for a European Telecom provider. He achieved major
contracts with blue chip companies in both Holland and Germany. In 1996 Mr.
Ellinson relocated from Europe to the United Kingdom where he became involved
with the corporate infrastructure of Ambro International. In March 2002 Mr.
Ellinson co-founded Voiceserve Limited with the goal of developing VOIP
technology and offering a complete solution to end users.
  MR.
MIKE OTTIE, CHIEF OPERATIONAL OFFICER AND DIRECTOR. Co-founding director
of Voiceserve Limited has been involved in the telecommunications since August
1997. Having completed an accounting degree in July 1992, Mr. Ottie proceeded to
acquire knowledge in computer and electronic systems. In August 1997 Mr. Ottie
was appointed senior computer and switching engineer for Econophone UK. During
September 2000 he became Chief Switching and Billing Manager for Ambro
International, a United Kingdom telecom company which offered reduced rates to
business and residential users. In March 2002 Mr. Ottie became the co-founder of
Voiceserve Limited, with the goal of developing VOIP technology and offering a
complete solution to end users.
 
 MR.
KRZYSZTOF OGLAZA, CHIEF TECHNICAL OFFICER.Co-founding
director of Voipswitch Inc. Having completed his Engineering degree in
Information Technology at the Politeck School of Opole in Poland, Mr Oglaza
continued to secure a Masters in Technology in the college of
Wroclaw Poland in 2000. During his studies for his masters he became a
partner in Intermic S.C. a local internet provider. In 2002 Intermik was
incorporated by Netia Holding the largest Polish Private Telecom company.
Thereafter Voipswitch was founded.
 
 MR.
MICHAL KOZLOWSKI, CHIEF DEVELOPMENT OFFICER,Co-founding
director of Voipswitch Inc. Having completed his Engineering degree in
Information Technology at the Politeck School of Opole in Poland, Mr Kozlowski
continued to secure a Masters in Technology in the college of
Wroclaw Poland in 2000. During his studies for his masters he became a
partner in Intermic S.C. a local internet provider. In 2002 Intermik was
incorporated by Netia Holding the largest Polish Private Telecom company.
Thereafter Voipswitch was founded.
 
 MR.
LUKASZ NOWAK, CHIEF INTERGRATION OFFICER,Co-founding
director of Voipswitch Inc. Having completed to secure a Masters in Technology
in the college of Wroclaw Poland in 2001, Mr. Nowak became a partner of
Voipswitch in 2002.
  Term of
Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
  All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.
   12
   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,
2008.
  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, 2008 and 2007 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
  SUMMARY
COMPENSATION TABLE
  The
following table sets forth information concerning annual and long-term
compensation of our subsidiary, Voiceserve Limited, for their fiscal years ended
March 31, 2008 and March 31, 2007, for their executive officers.
 
 13
   Annual
      CompensationName
      And Principal
                                  Position
                                Year
                                Salary
                                  
                                  ($)
                                
                                Bonus
                                  
                                  ($)
                                Stock
                                  Awards
                                  ($)
                                Option
      Awards
                                Non-Equity
      Incentive Plan Compensation ($)
                                Non-Qualified
      Deferred Compensation Earnings
                                  ($)
                                
                                All
      Other Compensation
                                  ($)
                                
                                Totals
                                  ($)Aron
      Sandler,
                                  Chief
      Financial Officer
                                2008
                                $
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                41,767
                                
                                
                                41,7672007
                                $
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                0
                                
                                
                                02006
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                0
                                
                                
                                0Michael
      Bibelman, Chief Executive Officer
                                2008
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                145,835
                                
                                
                                145,8352007
                                $
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                0
                                
                                
                                02006
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                14,865
                                
                                
                                14,865Alexander
      Ellinson, Chairman of the Board & President
                                2008
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                107,728
                                
                                
                                107,7282007
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                66,006
                                
                                
                                66,0062006
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                70
                                
                                
                                0Mike
      Ottie,
                                  Chief
      Operational Officer
                                2008
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                15,305
                                
                                
                                15,3052007
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                41,945
                                
                                
                                41,9452006
                                
                                0
                                
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                0
                                
                                
                                43,291
                                
                                
                                43,291
   (1) Each of
these individuals and their affiliates 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 11, 2008, 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 ClassAron
      Sandler (1)
                    5,000,000
                    17.31%Alexander
      Ellison (1)
                    3,375,000
                    11.69%Michael
      Bibelman (1)
                    3,375,000
                    11.69%Mike
      Ottie (1)
                    4,500,000
                    15.58%Daphne
      Arnstein (3)
                    1,068,750
                    3.70%Rachel
      Weissbart (4)
                    1,111,815
                    3.85%Ansgar
      Felber
                    1,499,000
                    5.19%All
      directors and executive
                      officers
      as a group (4 in number)
                    16,250,000
                    56.27%
  (1)          The
person listed is an officer and/or director of the Company.
 (2)          Based
on 28,877,935 shares of common stock issued and outstanding as of July 11,
2008.
 (3)          Wife
of Alexander Ellinson.
 (4)          Wife
of Michael Bibelman.
 
 ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
 
 On August
29, 2007, VoiceServe reached a settlement agreement with a consultant who
rendered services relating to the reverse acquisition.  Pursuant to the
settlement, 50,000 (of the 300,000 shares issued to this consultant in February
2007) shares of common stock were returned to VoiceServe and
cancelled.
 
   14
 
  ITEM
13.  EXHIBITS
 
 3.1.1
                    
                    Articles
      of Incorporation
                    
                    Incorporated
      by reference to Form SB-2 filed on July 12, 2007 (File No.
      333-142639)3.2
                    
                    Bylaws
                    
                    Incorporated
      by reference to Form SB-2 filed on July 12, 2007 (File No.
      333-142639)10.1
                    
                    Investment
      Agreement dated August
      20, 2007 and between the Company and Dutchess Private Equities
      Fund, Ltd
                    
                    Incorporated
      by reference to Form 8-K filed on August 21, 2007 (File No.
      000-51882)10.2
                    
                    Registration
      Rights Agreement dated August 20, 2007 by and between the Company and
      Dutchess Private Equities Fund, Ltd.
                    
                    Incorporated
      by reference to Form 8-K filed on August 21, 2007 (File No.
      000-51882)31.1
                    
                    Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 1934
                    
                    Filed
      herewith31.2
                    
                    Certification
      of Chief Financial Pursuant to Rule 13a-14(a) of the Securities
      Exchange Act of 1934
                    
                    Filed
      herewith32.1
                    
                    Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                    
                    Filed
      herewith32.2
                    
                    Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                    
                    Filed
      herewith
 
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Audit
Fees
 
 For our
fiscal years ended March 31, 2008 and March 31, 2007, we were billed
approximately $37,000 and $23,000 for professional services rendered
for the audit and reviews of our financial statements.
  Audit Related
Fees
  For our
fiscal years ended March 31, 2008 and 2007 we did not incur any audit related
fees.
 
 Tax Fees
  For our
fiscal years ended March 31, 2008 and 2007, we did not incur any fees for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended March 31, 2008 and
2007.
 
 Audit and Non-Audit Service
Pre-Approval Policy
 
 In
accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated thereunder, the Audit Committee has adopted an
informal approval policy that it believes will result in an effective and
efficient procedure to pre-approve services performed by the independent
registered public accounting firm.
  Audit Services.Audit services
include the annual financial statement audit (including quarterly reviews) and
other procedures required to be performed by the independent registered public
accounting firm to be able to form an opinion on our financial statements. The
Audit Committee pre-approves specified annual audit services engagement terms
and fees and other specified audit fees. All other audit services must be
specifically pre-approved by the Audit Committee. The Audit Committee monitors
the audit services engagement and may approve, if necessary, any changes in
terms, conditions and fees resulting from changes in audit scope or other
items.
   15
 
 Audit-Related Services.Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements which historically have been provided to us by the independent
registered public accounting firm and are consistent with the SEC’s rules on
auditor independence. The Audit Committee pre-approves specified audit-related
services within pre-approved fee levels. All other audit-related services must
be pre-approved by the Audit Committee.
 
 Tax Services.The Audit
Committee pre-approves specified tax services that the Audit Committee believes
would not impair the independence of the independent registered public
accounting firm and that are consistent with SEC rules and guidance. The Audit
Committee must specifically approve all other tax services.
 
 All Other Services.Other
services are services provided by the independent registered public accounting
firm that do not fall within the established audit, audit-related and tax
services categories. The Audit Committee pre-approves specified other services
that do not fall within any of the specified prohibited categories of
services.
 
 Procedures.All proposals for
services to be provided by the independent registered public accounting firm,
which must include a detailed description of the services to be rendered and the
amount of corresponding fees, are submitted to the Chairman of the Audit
Committee and the Chief Financial Officer. The Chief Financial Officer
authorizes services that have been pre-approved by the Audit Committee. If there
is any question as to whether a proposed service fits within a pre-approved
service, the Audit Committee chair is consulted for a determination. The Chief
Financial Officer submits requests or applications to provide services that have
not been pre-approved by the Audit Committee, which must include an affirmation
by the Chief Financial Officer and the independent registered public accounting
firm that the request or application is consistent with the SEC’s rules on
auditor independence, to the Audit Committee (or its Chair or any of its other
members pursuant to delegated authority) for approval.
 16
 
 SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
  Voiceserve,
      Inc.By:
                  /s/ Michael
      BibelmanChief
      Executive Officer
  Dated:  January
15, 2009
  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
                  
                  Chief
      Executive Officer
                  January 15,
      2009Michael
      Bibelman
    17