**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-KSB**




(Mark
      One)


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




**For
      the fiscal year ended December 31, 2006**




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




For
      the
      transition period from ___________ to ___________


**Commission
      File No. 000-51877**




**VOICESERVE,
      INC.**


(Name
      of
      small business issuer in its charter)




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




**(732)
      446-0546**


(Registrant’s
      telephone number, including area code)




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





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      he
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


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 x  No o





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 December 31, 2006: $0




Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of December 31, 2006, was: $0




Number
      of
      shares of the registrant’s common stock outstanding as of March 29, 2007 was:
      20,000,000


Transitional
      Small Business Disclosure Format:  Yes o  No x











**TABLE
      OF CONTENTS**




**PART
                I**
            
            1ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            1ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            3ITEM
                3.
            LEGAL
                PROCEEDINGS
            3ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            3**PART
                II**
            
            3ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            3ITEM
                6.
            MANAGEMENT’S
                DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            5ITEM
                7.
            FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA
            6ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURES
            16ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            16**PART
                III**
            
            16ITEM
                9.
            DIRECTORS
                AND EXECUTIVE OFFICERS OF THE REGISTRANT
            16ITEM
                10.
            EXECUTIVE
                COMPENSATION
            18ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            19ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            20**PART
                IV**
            
            20ITEM
                13.
            EXHIBITS
                LIST AND REPORTS ON FORM 8-K
            20ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            20**SIGNATURES**
            
            21








i













**PART
      I**




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





**General**




4306,
      Inc. was incorporated on December 9, 2005 under the laws of the State of
      Delaware to engage in any lawful corporate undertaking, including, but not
      limited to, selected mergers and acquisitions. We have been in the developmental
      stage since inception and have no operations to date other than issuing shares
      to our original shareholder.





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





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





*Overview*





Voiceserve
      allows subscribers to converse nationally and internationally at huge discounts.
      Voiceserve’s exclusive ace is the penetration into the Roaming mobile market.
      Voiceserve is revolutionizing the telecom industry by linking Mobile Networks
      to
      Voice Over Internet Protocols (VOIP).





For
      reference, a VOIP user means a client that interconnects to the Voiceserve
      exchange via the Internet. Connection can be made via an ADSL line or wireless
      connection. Voiceserve has its advanced and highly sophisticated exchange based
      in the United Kingdom. It is interconnected with numerous carriers enabling
      the
      end user to enjoy inexpensive and high quality telephone conversations. When
      connecting via VOIP, location is irrelevant. Once the client has downloaded
      the
      software onto his computer (lap top or desk top) or ATA router, the clients
      computer is linked to Voiceserve’s exchange via the local internet provider. The
      software downloaded requires the client to enter his/hers subscriber username
      and password, details of which are supplied on purchase of the subscription.
      This information is the computers identity with Voiceserves Exchange.





The
      advantages of a VOIP telephone link are numerous. First and foremost the
      subscriber saves on the regular Bell monthly charges. It also enables the client
      to take his/hers telephone link with them to foreign soils and still be
      connected with the same number. The client can for example hook up in the
      airport lounge, in flight or in the hotel lobby or room and be connected and
      in
      touch worldwide with the capacity to make calls at dramatically reduced rates.
      The subscriber can equally receive call irrespective of his/her location. A
      registered Voiceserve VOIP subscriber, on completion of his subscription will
      receive a local number and a Virtual telephone number. The local number can
      be
      accessed from any telephone globally, whereas the virtual number is identified
      to the users account, and can only be accessed via a fellow Voiceserve network
      registered user.





For
      the
      end user the aim is to access Voiceserve’s exchange in order to achieve the
      major savings. Above was mentioned access via the Internet. The exchange can
      alternatively be accessed by dialing a local number. Voiceserve has in most
      major cities globally access numbers which once dialed, play the message “please
      enter your account number”. After entering the details (received with
      subscription) the client may continue with the corresponding call as long as
      there is still credit on the account. Should the dialer wish to contact a VOIP
      connected virtual number he simply needs to dial the virtual number. Because
      the
      client is now within Voiceserve’s network this call can be linked.





1


The
      sim
      acts as an alternative to the mobile phone operators monopoly. It links the
      end
      user to Voiceserve’s exchange. Calls are made by sending an SMS with the final
      destination number. Voiceserve’s network links the calls by calling back the
      client to the country where he is located, and calls simultaneously the desired
      destination number. Automatically the identity and permitted credit is verified.
      The final destination number is dialed by the Exchange. The client is connected
      Nationally, Internationally and to other Mobile phone operators at highly
      reduced rates. But the sim has one more major advantage, it allows the rightful
      owner to dial the Virtual Internal Number of his fellow subscriber thereby
      linking the two parties at the cost of a local call.





As
      with
      all Voiceserve’s products Call Data Records can be viewed instantly online.
      Credit can be added on line as well.





*Development*





Development activities are a fundamental building block to our future financial
      success. We will devote significant resources to identifying and developing
      material to be produced.





*Financing*





Voiceserve
      is headquartered in London. To support its growth and in recognition of global
      opportunity, Voiceserve is forming partnerships and franchises in various
      countries and is looking to raise funds to partly subsidize its expansion.





*Production*





All
      of
      our main products have been fully developed and are already being marketed. We
      generate revenue not only from the sale of our large variety of products but
      also by being a service provider. The USB products are manufactured to serve
      the
      Voiceserve soft phone. Our mobile phone plugs are compatible with most
      conventional mobile phones circulating on the market.





**1)**UK
                Mobile Plug Users- Anticipated volumes of minutes generated from
                sales via
                UK distributor with initial sales of 1000 units per month average
                £25/user,





**2)**Roaming
                Mobile Plug Users- Anticipated volumes generated from International
                sales
                with initially 200 units sold per month average £25/user,





**3)**International
                Mobile Plug Users- Anticipated volumes generated from sales via
                distributors worldwide initially selling 500 units per month average
                £25/user,





**4)**Mobile
                Plugs:- Revenues generated from the sales of the physical plugs,





**5)**Call
                Shop VOIP:- Revenues generated from sales of minutes through calling
                shops,





**6)**International
                Minutes- Being interconnected to a major Telecoms PTT, Voiceserve
                has the
                opportunity to offer International minutes at very competitive rates.





To
      increase and enhance its client base Voiceserve has created four sales channels:
      1) *Via
      Retailers:* Sale
      of
      its newly developed Mobile Plug, the first of its Kind, creating a plug and
      play
      mobile product, *2)
      Via Resellers:* An
      attraction for wholesale and retail distributors alike, to get commission on
      calls made via their clientele, *3)
      Via Internet:* Advertising
      with Banner Promotions, *4)
      Via Advertising:* Placing
      adverts in local and National Press.





*Revenue
      Sources*





We expect to derive revenue from the sale of Voiceserve products and services.
       Voicesim’s GSM SIM card, our main product, allows for telephone
      communication via the Internet. Consumers will purchase the SIM Card, which
      is
      compatible with most computer platforms and devised. This provides massive
      savings for both incoming & outgoing calls while roaming in most countries,
      and a wealth of features not offered by traditional mobile operators. Variations
      of these services will compete in the Retail, Small-Medium Enterprise, and
      Large
      Enterprise, markets. The main features of VOICESIM are:





●Save
      up
      to 85% on calls from most and to most international destinations.


●Receive
      calls in most of Europe for minimal cost.


●One
      SIM
      card works in over 120 countries.






2






●Make
      and
      receive calls from all over the world.


●Have
      a
      local UK Geographic number associated with the SIM.


●At
      the
      touch of a button check the balance of your account.


●Add
      airtime minutes whenever you want





**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.




**Employees**




We
      currently do not have any employees.





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




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





**ITEM
      3. LEGAL PROCEEDINGS**




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




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




None.




**PART
      II**




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




**No
      Public Market for Common Stock**




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




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


3


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




**Holders**




There
      are
      nine holders of 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.




**Recent
      Sales of Unregistered Securities**




On
      February 20, 2007, we acquired all of the outstanding capital stock of
      Voiceserve Limited in exchange for the issuance of 20,000,000 shares of our
      common stock to the Voiceserve shareholders.  Such shares are restricted in
      accordance with Rule 144 of the 1933 Securities Act.  In addition, as
      further consideration for the acquisition, the shareholders of Voiceserve,
      agreed to cancel 100,000 shares of 4306, Inc. common stock that had been issued
      pursuant to a stock purchase agreement October 1, 2006.  The following sets
      forth the shares issued pursuant to this Agreement:





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




Such shares were issued pursuant to an exemption from registration at Section
      4(2) of the Securities Act of 1933 and are restricted in accordance with Rule
      144 of the Securities Act of 1933.





**Equity
      Compensation Plan Information**




The
      following table sets forth certain information as of March 29, 2007, with
      respect to compensation plans under which our equity securities are authorized
      for issuance:




4





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




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




**Overview**





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





Voiceserve
      Limited was founded by Michael Bibelman, Alexander Ellinson and Mike Ottie.
      The
      founders have over 15 years of experience in the world of Telecommunications.
      They worked as independent resellers of calling cards creating markets in Europe
      and Third world countries bringing the calls over via Universal 0800 numbers.
      It
      began in 1991 when the founders of Econophone Inc. came to Europe looking for
      agents to market their products in Europe. An alternative for the local PT
      carriers in those days was unheard of. Econophone had developed a Call Back
      and
      alternative direct service. By being independent agents the Voiceserve Limited
      group 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. The Voiceserve Limited
      group helped Econophone develop and enhance this feature, and was of the first
      to market such a product in Europe. The Voiceserve Limited group introduced
      amongst the many famous European distributors to market such a product, the
      Audax Group based in Holland with an annual turnover of approximately 250
      million Euros. Through the Audax distribution channels cards were marketed
      throughout the Benelux. The Voiceserve Limited group were also instrumental
      in
      aiding Econophone LLC be transformed from a privately held company to one
      floated on the New York Stock Exchange known thereafter as Viatel. Once Viatel
      was floated on the New York Stock market the Voiceserve Limited 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.





**Plan
      of Operation**





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





·
            In
                the second quarter of 2007 we anticipate a boost in sales through
                all the
                Voiceserve products. Revenues for the projected year of trading all
                the
                Voiceserve products should reach approximately $3million.





We
      will
      prepare and execute a marketing plan to increase our member base. We anticipate
      that in the second quarter of 2007, a comprehensive marketing plan will be
      developed. We expect to spend approximately $25,000 on marketing monthly
      focusing primarily on the Voicesim product, adding Voiceserve’s other features
      as a bonus.


5


In
      order
      to further increase our member base, we plan to offer online contests that
      encourage members to invite their friends to join the site.





·
            In
                the third quarter of 2007 we expect to open satellite field offices
                in the
                middle east and Africa, thus increasing the customer
                base·
            By
                early 2008 we hope to hire our programmers on a dedicated basis in
                order
                to execute our plans for further enhance IPTV which is the future
                in
                technology. We anticipate paying either an annual salary or hourly
                fee to
                dedicated programmers depending upon the workload required. We expect
                that
                we will require a minimum of $150,000 for programmers in 2008 to
                optimally
                implement our plans.·
            It
                is Voiceserve’s aim to amass a large subscription base thus increasing
                revenues and hence profitibilty.





**Results
      of Operations for the Twelve Months Ended December 31, 2006 Compared to the
      Twelve Months Ended December 31, 2005**




We
      had
      revenue of $0 for the twelve months ended December 31, 2006 and for the period
      from inception December 9 until December 31, 2005. E xpenses
      for the twelve months ended December 31, 2006 increased to $1,725 from $400
      for
      the period from inception December 9 until December 31, 2005, representing
      an
      increase of $1,325. The increase is attributable to an increase in general
      and
      administrative expenses.





**Liquidity
      and Capital Resources**




As
      of
      December 31, 2006 we had $0 in cash. A substantial amount of cash will be
      required in order to commence operations over the next twelve months. Based
      upon
      our current cash we will not be able to meet our current expenses and will
      need
      additional capital. We intend to seek advice from investment professionals
      on
      how to obtain additional capital and believe that by being a public entity
      we
      will be more attractive to sources of capital. In addition, we will need to
      raise additional capital to continue our operations past 12 months, and there
      is
      no assurance we will be successful in raising the needed capital. Currently
      we
      have no material commitments for capital expenditures.  Management
      believes that actions presently being taken to obtain additional funding and
      implement its strategic plans provide the opportunity for the Company to
      continue as a going concern




**Critical
      Accounting Pronouncements**





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





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





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements, financings, or other relationships
      with
      unconsolidated entities or other persons, also known as “special purpose
      entities” (SPEs).





**ITEM
      7.**  **FINANCIAL
      STATEMENTS**







6




**VOICESERVE INC.**
 **Index
        to Financial Statements**
 
 
 
  PageReport
                  of Independent Registered Public Accounting Firm
              8Financial
                  Statements:Balance
                  Sheets as of December 31, 2006
              9Statements
                    of Operations for the year ended December 31,2006
                    and for the period December 9, 2005 (date of inception)to
                    December 31, 2005
              10Statements
                    of Changes in Stockholder’s Equityfor
                    the
                    period December 9, 2005 (date of inception)to
                    December 31, 2006
              11Statements
                    of Cash Flows for the year ended December 31,2006
                    and for the period December 9, 2005 (date of inception)to
                    December 31, 2005
              12Notes
                  to Consolidated Financial Statements
              13
 
 7






**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors and Stockholders of
 VoiceServe,
        Inc.
 
 I
        have
        audited the accompanying balance sheet of VoiceServe, Inc. (the Company)
        as of
        December 31, 2006 and the related statements of operations, changes in
        stockholder’s equity, and cash flows for the year then ended. These financial
        statements are the responsibility of the Company’s management. My responsibility
        is to express an opinion on these financial statements based on my
        audit.
 
 I
        conducted my audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        I plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. I believe that my audit provides a reasonable
        basis for my opinion.
 
 In
        my
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of VoiceServe, Inc. as of December
        31,
        2006 and the results of its operations and its cash flows for the year 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
 March
        28,
        2007
 
 8






**VOICESERVE,
                  INC.****Balance
                  Sheets****December
                  31,****2006**
              
              **2005****Assets**Current
                  assets:Cash
                  and cash equivalents
              
              $
              -
              
              $
              -Total
                  current assets
              
              
              -
              
              
              -Other
                  assets
              
              
              -
              
              
              -Total
                  assets
              
              $
              -
              
              $
              -**Liabilities
                  and Stockholder's Equity (Deficiency)**Current
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              1,075
              
              $
              300Total
                  current liabilities
              
              
              1,075
              
              
              300Other
                  liabilities
              
              
              -
              
              
              -Total
                  liabilities
              
              
              1,075
              
              
              300Stockholder's
                  equity (deficiency):Preferred
                  stock, $.001 par value; 10,000,000 sharesauthorized,
                  none issued or outstanding
              
              
              -
              
              
              -Common
                  stock, $.001 par value; 100,000,000 sharesauthorized,
                  100,000 shares issued and outstanding
              
              
              100
              
              
              100Additional
                  paid-in capital
              
              
              950
              
              
              -Deficit
              
              
              (2,125
              )
              
              (400
              )Total
                  stockholder's equity (deficiency)
              
              
              (1,075
              )
              
              (300
              )Total
                  liabilities and stockholder's equity (deficiency)
              
              $
              -
              
              $
              -









See
      notes
      to consolidated financial statements.






9




**VOICESERVE,
                  INC.****Statements
                  of Operations****Period
                  December 9,****Year
                  Ended**
              
              **2005
                  (Inception) to****December
                  31, 2006**
              
              **December
                  31, 2005**Revenues
              
              $
              -
              
              $
              -Expenses:General
                  and administrative
              
              
              1,725
              
              
              400Total
                  expenses
              
              
              1,725
              
              
              400Net
                  loss
              
              $
              (1,725
              )
              $
              (400
              )Net
                  loss per share, basic and diluted
              
              $
              (.02
              )
              $
              (.00
              )Weighted
                  average number of commonshares
                  outstanding, basic and diluted
              
              
              100,000
              
              
              100,000




See
        notes
        to consolidated financial statements.






10






**VOICESERVE,
                  INC.****Statements
                  of Changes in Stockholder's Equity****For
                  the Period December 9, 2005 (Inception) to December 31,
                  2006****Additional**
              
              
              
              **Total****Common
                  Stock**
              
              **Paid-In**
              
              
              
              **Stockholder's****Shares**
              
              **Amount**
              
              **Capital**
              
              **Deficit**
              
              **Equity
                  (Deficiency)**Issuance
                  of common stock forincorporation
                  servicesin
                  December 2005
              
              
              100,000
              
              $
              100
              
              $
              -
              
              $
              -
              
              $
              100Net
                  loss for the period December9,
                  2005
                  (inception) to December31,
                  2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (400
              )
              
              (400
              )Balances,
                  December 31, 2005
              
              
              100,000
              
              
              100
              
              
              -
              
              
              (400
              )
              
              (300
              )Company
                  expenses paid byCompany
                  stockholder
              
              
              -
              
              
              -
              
              
              950
              
              
              -
              
              
              950Net
                  loss for the year endedDecember
                  31,
                  2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,725
              )
              
              (1,725
              )-Balances,
                  December 31, 2006
              
              
              100,000
              
              $
              100
              
              $
              950
              
              $
              (2,125
              )
              $
              (1,075
              )






See
        notes
        to consolidated financial statements.








11




**VOICESERVE,
                  INC.****Statements
                  of Cash Flows****Period
                  December 9,****Year
                  Ended**
              
              **2005
                  (Inception) to****December
                  31, 2006**
              
              **December
                  31, 2005**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (1,725
              )
              $
              (400
              )Common
                  stock issued for services
              
              
              -
              
              
              100Changes
                  in operating assets and liabilities:Accounts
                  payable and accrued expenses
              
              
              775
              
              
              300Net
                  cash provided by (used in) operating activities
              
              
              (950
              )
              
              -Cash
                  flows from investing activities
              
              
              -
              
              
              -Cash
                  flows from financing activities:Company
                  expenses paid by Company stockholder
              
              
              950
              
              
              -Net
                  cash provided by (used in) financing activities
              
              
              950
              
              
              -Net
                  increase in cash
              
              
              -
              
              
              -Cash
                  and cash equivalents, beginning of period
              
              
              -
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              -
              
              $
              -Supplemental
                  disclosures of cash flow information:Interest
                  paid
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -










12





**VOICESERVE,
        INC.**
 **Notes
        to Financial Statements**
 **For
        the Period December 9, 2005 (Inception)**
 **to
        December 31, 2006**


**NOTE
        1 - ORGANIZATION**
 
 VoiceServe,
        Inc. (the “Company”) was incorporated in the State of Delaware on December 9,
        2005 under the name 4306, Inc. From inception to February 20, 2007, the Company
        had no products or services and sought a business to merge with or
        acquire.
 
 On
        February 20, 2007, the Company acquired all of the outstanding capital stock
        of
        VoiceServe Limited, a United Kingdom corporation incorporated on March 21,
        2002
        (“VoiceServe UK”), in exchange for the issuance of 20,000,000 shares of Company
        common stock to the VoiceServe UK shareholders (who cancelled the 100,000
        shares
        of Company common stock owned by them prior to the transaction). The transaction
        will be accounted for as a “reverse acquisition” in future financial statements
        of the Company since the VoiceServe UK shareholders owned 100% of the Company’s
        common stock immediately following the transaction. VoiceServe UK sells
        telephone communications devices and offers customers through its software
        voice
        calls over the internet. According to unaudited financial statements provided
        the Company, VoiceServe UK had assets of $62,530, liabilities of $404,526,
        and a
        stockholders’ deficiency of $341,996 at December 31, 2006; total operating
        revenues and net loss for the nine months ended December 31, 2006 were $89,064
        and $194,253, respectively.
 
 On
        February 22, 2007, the Company changed its name to VoiceServe, Inc.
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 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 December 31, 2006, the Company
        had
        negative working capital and a stockholder’s deficiency of $1,075. Further, the
        acquisition of VoiceServe UK on February 20, 2007 has increased the negative
        working capital and stockholders’ deficiency. These factors create substantial
        doubt as to the Company’s ability to continue as a going concern. The Company
        plans to improve its financial condition by obtaining new financing either
        by a
        private placement or public offering of shares of its common stock. Also,
        the
        Company plans to offer new services and pursue certain acquisition prospects
        to
        attain profitable operations. However, there is no assurance that the Company
        will be successful in accomplishing these objectives. The financial statements
        do not include any adjustments that might be necessary should the Company
        be
        unable to continue as a going concern.
 
 Cash
        and
        cash equivalents - The Company considers all highly liquid debt instruments
        purchased with a maturity of three months or less to be cash
        equivalents.














13






**VOICESERVE,
        INC.**
 **Notes
        to Financial Statements**
 **For
        the Period December 9, 2005 (Inception)**
 **to
        December 31, 2006**


Use
        of
        estimates - The preparation of financial statements in conformity with
        accounting principles generally accepted in the United States 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 date of the financial statements and the reported amounts of revenues
        and
        expenses during the reporting period. Actual results could differ from those
        estimates.
 
 Fair
        value of financial instruments - The Company’s financial instruments consist of
        accounts payable and accrued expenses, which approximate fair value because
        of
        their short maturity.
 
 Income
        taxes - Income taxes are accounted for under the assets and liability method.
        Deferred tax assets and liabilities are recognized 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.
 
 Net
        loss
        per common share - Basic and diluted net loss per common share has been
        calculated based upon the weighted average number of common shares outstanding.
        No common stock equivalents (such as stock options or convertible securities)
        were issued or were outstanding at December 31, 2006.
 
 Concentration
        of credit risk - The Company has no off-balance-sheet concentrations of credit
        risk such as foreign exchange contracts, options contracts or other foreign
        hedging arrangements.
 
 **NOTE
        3 - INCOME TAXES**
 
 No
        provisions for income taxes have been recorded since the Company has incurred
        net losses since inception.
 
 At
        December 31, 2006, deferred tax assets consist of:
  Net
                    operating loss carryforward
                
                $
                723Less
                    valuation allowance
                
                
                (723
                )Net
                
                $
                -





14




**VOICESERVE,
        INC.**
 **Notes
        to Financial Statements**
 **For
        the Period December 9, 2005 (Inception)**
 **to
        December 31, 2006**


Based
        on
        management’s present assessment, the Company has not yet determined it to be
        more likely than not that a deferred tax asset of $723 attributable to the
        future utilization of the $2,125 net operating loss carryforward as of December
        31, 2006 will be realized. Accordingly, the Company has provided a 100%
        allowance against the deferred tax asset in the financial statements at December
        31, 2006. The Company will continue
 to
        review
        this valuation allowance and make adjustments as appropriate. The net operating
        loss carryforward expires $400 in 2025 and $1,725 in year 2026.
 
 Current
        tax laws limit the amount of loss available to be offset against future taxable
        income when a substantial change in ownership occurs. Therefore, the amount
        available to offset future taxable income may be limited.










15




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





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





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





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




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


**ITEM
      8A. CONTROLS AND PROCEDURES**




**Evaluation
      of disclosure controls and procedures**




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2006. Based
      on this evaluation, our principal executive officer and principal financial
      officers have concluded that our disclosure controls and procedures are
      effective to ensure that information required to be disclosed by us in the
      reports we file or submit under the Exchange Act is recorded, processed,
      summarized, and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms and that our disclosure and controls are
      designed to ensure that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is accumulated and
      communicated to our management, including our principal executive and principal
      financial officers, or persons performing similar functions, as appropriate
      to
      allow timely decisions regarding required disclosure.




**Changes
      in internal controls**




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




**PART
      III**




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




The
      following table sets forth information regarding the members of the Company’s
      Board of Directors and its executive officers as of March 29, 2007. The
      directors listed below will serve until the next annual meeting of the Company’s
      stockholders.




16





**Name**
            **Age**
            **Position**Aron
                Sandler
            37
            Chief
                Financial OfficerMichael
                Bibelman
            37
            Chief
                Executive OfficerAlexander
                Ellinson
            41
            Chairman
                of the Board of Directors & PresidentMike
                Ottie
            39
            Chief
                Operational Officer




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





**Board
      of Directors Composition and Committees**





**Mr.
      Aron Sandler, Chief Financial Officer** ,
      joined
      Voiceserve Limited in September 2005, investing funds to complete the companies
      development of its VOIP products. Mr. Sandler a well known entrepreneur from
      the
      North East of England amassed his wealth having developed a very large real
      estate portfolio in the United Kingdom. His experience in real estate
      encompasses the development of both residential and commercial properties. 
Following Voiceserve Limited's successful launch of its complete range of
      products Mr. Sandler has began taking an active role in the
      Company.





**Mr.
      Michael Bibelman, Chief Executive Officer** ,
      co-founder of Voiceserve Limited has been involved in Telecommunications since
      1994. Having completed his studies in the summer of 1994 Mr. Bibelman acquired
      his marketing telecommunication skills after becoming an independent reseller
      for the former stock quoted company Viatel Inc. Mr Bibelman achieved contracts
      with major Belgium and United Kingdom calling card distributors. In 1996 he
      joined Ambro International bringing his amassed calling card experience from
      Viatel and flooded the United Kingdom and Scotland with the famous Big Talk
      calling card.  In March 2002 Mr Bibelman co-founded Voiceserve Limited with
      the goal of developing VOIP technology and offering a complete solution to
      end
      users.




**Mr.
      Alexander Ellinson, Chairman of the Board of Directors &
President** ,
      co-
      founder of Voiceserve Limited has been involved in Telecommunications since
      1994. Having completed his studies in the summer of 1989, Mr Ellinson became
      the
      senior Manager at Le Galerie Versailles Antique Auctioneers in Belgium. Mr
      Ellinson's corporate Telecommunication experience was gained after he became
      an
      Independent Marketing agent for the former stock quoted company Viatel Inc.
      He
      achieved major contracts with blue chip companies in both Holland and Germany.
      In 1996 Mr. Ellinson relocated from Europe to the United Kingdom where he became
      involved with the corporate infrastructure of Ambro International. In March
      2002
      Mr Ellinson co-founded Voiceserve Limited with the goal of developing VOIP
      technology and offering a complete solution to end users.




**Mr.
      Mike Ottie, Chief Operational Officer** ,
      the
      co-founding director of Voiceserve Limited has been involved in the
      Telecommunications since August 1997. Having completed an accounting degree
      in
      July 1992, Mr Ottie proceeded to acquire knowledge in computer and electronic
      systems. In August 1997 Mr Ottie was appointed senior computer and switching
      engineer for Econophone UK. During September 2000 he became the Chief switching
      and billing manager for Ambro International, a United Kingdom telecom company
      offering reduced rates to Business and Residential users. In March 2002 Mr
      Ottie
      became the co-founder of Voiceserve Limited, with the goal of developing VOIP
      technology and offering a complete solution to end users.





**Term
      of Office**




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




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






17






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 December
      31,
      2006.




**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 December 31, 2006 and 2005 in all capacities for the accounts of
      our
      executives, including the Chief Executive Officer (CEO) and Chief Financial
      Officer (CFO):





**SUMMARY
      COMPENSATION TABLE**




The
      following table sets forth information concerning annual and long-term
      compensation of our new subsidiary, Voiceserve Limited, for their fiscal year
      ended March 31, 2006, for their executive officers.


18





****
            ****
            **Annual
                Compensation**
            ****
            
            
            
            ****Name
                And Principal
              Position
            Year
            Salary
              
              ($)
            Bonus
              
              ($)
            Stock
                Awards
              ($)
            Option
                Awards
            Non-Equity
                Incentive Plan Compensation ($)****
            Non-Qualified
                Deferred Compensation Earnings
              ($)****
            All
                Other Compensation
              ($)
            Totals
              ($)**Aron
                Sandler,Chief Financial Officer**
            2006
            0
            0
            0
            0
            0
            0
            0
            0**Michael
                Bibelman, Chief Executive Officer**
            2006
            0
            0
            0
            0
            0
            0
            14,865(1)
            14,865**Alexander
                Ellinson, Chairman of the Board & President**
            2006
            0
            0
            0
            0
            0
            0
            51,046(1)
            51,046**Mike
                Ottie, Chief Operational Officer**
            2006
            0
            0
            0
            0
            0
            0
            43,291(1)
            43,291


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




**Employment
      Agreements**




We
      do not
      have any employment agreements in place with our sole officer and
      director.




**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 March 29, 2007, by each person who is known by
      the
      Company to beneficially own 5% or more of the Company’s Common Stock, each of
      the Company’s directors and executive officers, and all of the Company’s
      directors and executive officers, as a group:





**Name
                and Address**
            **Number
                of Common Shares**
              **Beneficially
                Owned****(2)**
            **Percent
                of Class**Aron
                Sandler (1)
            5,000,000
            25%Alexander
                Ellison (1)
            3,375,000
            16.88%Michael
                Bibelman (1)
            3,375,000
            16.88%Mike
                Ottie (1)
            4,500,000
            22.5%Daphne
                Arnstein
            1,125,000
            5.63%Rachel
                Weissbart
            1,125,000
            5.63%Ansgar
                Felber
            1,125,000
            5.63%**All
                directors and executive**
              **officers
                as a group (4 in number)**
            **16,250,000**
            **81.26%**




(1) The
      person listed is an officer and/or director of the Company.


(2) Based on
      20,000,000 shares of common stock issued and outstanding as of March 29,
      2007.




19


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




We
      currently use the offices of management at no cost to us. Management has agreed
      to continue this arrangement until we complete an acquisition or
      merger.




**PART
      IV**




**ITEM
      13. EXHIBITS**




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




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




**Audit
      Fees**




For
        the
        Company’s fiscal year ended December 31, 2006, we were billed $3,000 by our
        present principal accountant for professional services rendered for the audit
        of
        our financial statements. We were billed $1,725 by our previous principal
        accountant for the review of financial statements included in our periodic
        and
        other reports filed with the Securities and Exchange Commission for our year
        ended December 31, 2006.




**Tax
      Fees**




For
      the
      Company’s fiscal year ended December 31, 2006, we were not billed for
      professional services rendered for tax compliance, tax advice, and tax
      planning.







**All
      Other Fees**




The
      Company did not incur any other fees related to services rendered by our
      principal accountant for the fiscal year ended December 31, 2006.




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




20








**SIGNATURES**




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




**Voiceserve,
      Inc.**




By:
            /s*/
                Michael Bibelman*Chief
                Executive Officer






Dated:
            March
                30, 2007




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




**Name**
            **Title**
            **Date***/s/
                Michael Bibelman*
              Michael
                Bibelman
            Chief
                Executive Officer
            March
                30, 2007