- Annual Report (10-K)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 2009

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

For the transition period from ___________ to ___________

Commission File No. 000-51882

VOICESERVE, INC.

(Name of small business issuer in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Cavendish House, 369 Burnt Oak Broadway, Edgware, Middlesex	HA8, 5AW
(Address of principal executive offices)	(Zip Code)

( 44) 208-136-6000

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 (Title of class)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer	o	Accelerated filer	o

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

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

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

TABLE OF CONTENTS

PART I

ITEM 1.	DESCRIPTION OF BUSINESS	1
ITEM 2.	PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECUR ITY HOLDERS	6

PART II

ITEM 5.	MARKET FOR REGISTRANT ’ S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
ITEM 6.	SELECTED FINANCIAL DATA	7
ITEM 7.	MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 7A.	QUANTITATIVE AND QUALITATIVE D ISCLOSURES ABOUT MARKET RISK	13
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	14
ITEM 9A.	CONTROLS AND PROCEDURES	14

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	15
ITEM 11.	EXECUTIVE COMPENSATION	17
ITEM 12.	SECURITY O WNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	19
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	20
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	20

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	21

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Note About Forward-Looking Statements

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

GENERAL

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

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

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

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

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

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

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

Overview

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

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

Business Model

Voiceserve has categorized its products into two divisions:

1) Voipswitch,

2) Voip-Proxy,

Voipswitch

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

V oipswitch’s features include:

· Free pier-pier calling worldwide,

· Call Back facility,

· SMS from desktop.

· Callshop programs,

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· Global User Directory,

· Conference calling,

· Monitoring of Call Data Records,

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

· Logs – individual call and message history

· End-to-end encryption for superior privacy

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

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

· Multiple accounts etc…..

Voipswitch Pricing ’ s

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

· Limited licence at the price of $ 3500,

· Unlimited licence at the price of $ 5000.

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

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

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

Both licensed versions have the capacity to implement the following:

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

· Device to phone services

· DID mapping

· Wholesale termination

· Customers billing

· Web interface for end users

· Web interface for administrator

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

·	Callback module - SMS, ANI, PIN, DID, WEB	$	1500
	IP IVR (Calling cards) module	$	1500
·	Resellers module	$	1000
·	Call Shop module	$	700
·	Online Shop module	$	1000
·	Softphone custom made design	$	350
·	Vippie Soft Phone	$	1500
·	IP PBX	$	3000

-	Voipswitch Mobile Softphone (windows)	$	2500
-	Voipswitch Mobile Softphone (Symbian)	$	2500
-	Mobile softphone Custom (logo)	$	150

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.

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

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

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

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

Development

Voipswitch plans to include the following new products:

IPTV

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

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

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

IPTV will be an added feature within the Voipswitch infrastructure.

Virtual PBX

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

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

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

Financing & Revenue Sources

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

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

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

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

Patent and Trademarks

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

Governmental Regulations

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

market.

ITEM 2. DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

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

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

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

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

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

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Holders

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

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

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

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

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

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

Dividends

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

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

ITEM 6. SELECTED FINANCIAL DATA

Not applicable for smaller reporting company.

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

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

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Overview

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

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

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

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

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

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

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

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

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Key market opportunities include:

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

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

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

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

Operating Expenses

Cost of Revenue

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

Sales and Marketing

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

Plan of Operation

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

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

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

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▪	We hope to hire programmers on a dedicated basis in order to execute our plans to further enhance IPTV which is the future in technology. We anticipate paying either an annual salary or hourly fee to dedicated programmers depending upon the workload required. We expect that we will require a minimum of $150,000 for programmers in 2009 to optimally implement our plans.

▪	It is Voiceserve’s aim to amass a large subscription base thus increasing revenues and hence profitability.

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

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

	Year Ended March 31,
	2009		2008
Operating revenues:
Software license fees	$	1,379,135	$	269,911
Revenues from communications air time		552,301		663,339
Net sales of communications devices		93		1,232

Total operating revenues		1,931,529		934,482

Cost of operating revenues:
Software license fees		696,999		74,485
Communications air time		608,518		737,673
Communications devices		2,596		24,719

Total cost of operating revenues		1,302,113		836,877

Gross profit (loss)		629,416		97,605

Operating expenses:
Selling, general and administrative expenses, including
stock-based compensation of $50,417 and
$59,583, respectively		998,767		934,401



Total operating expenses		998,767		934,401

Income (loss) from operations		(369,351)		(836,796)

Interest income		178		1,760
Interest expense		(1,840)		(161)

Income (loss) before income taxes		(371,013)		(835,597)

Income taxes (benefit)		---		----

Net income (loss)	$	(371,013)	$	(835,597)

Net income (loss) per share - basic and diluted	$	(0.01)	$	(0.03)

Weighted average number of shares
outstanding - basic and diluted		29,160,680		23,946,681

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Total Revenues

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

Cost of Revenues

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

Gross Profit

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

Operating Expenses

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

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

Income (loss) from operations

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

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Net income (loss)

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

Investment agreement

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

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

-12-

CRITICAL ACCOUNTING PRONOUNCEMENTS

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK

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

-13-

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

VOICESERVE, INC.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	F-2

Financial Statements:

Consolidated Balance Sheets as of March 31, 2009 and March 31, 2008	F-3

Consolidated Statements of Operations for the years ended March 31, 2009 and 2008	F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the years ended March 31, 2009 and 2008	F-5

Consolidated Statements of Cash Flows for the years ended March 31, 2009 and 2008	F-6

Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Voiceserve, Inc.

I have audited the accompanying consolidated balance sheets of Voiceserve, Inc. and subsidiaries (the “Company”) as of March 31, 2009 and 2008, and the related consolidated statements of operations, changes in stockholders’ equity (deficiency), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Voiceserve, Inc. and subsidiaries as of March 31, 2009 and 2008 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Michael T. Studer CPA P.C.

Freeport, New York

July 14, 2009

F-2

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

	March 31,
	2009			2008
A ssets

Current assets:
Cash and cash equivalents	$	175,072		$	50,046
Accounts receivable, net of allowance
for doubtful accounts of $0 and $29,788, respectively		31,243			62,851
Prepaid expenses		19,837			165,840

Total current assets		226,152			278,737

Property and equipment, net of accumulated depreciation
of $53,986 and $68,101, respectively		13,084			24,231
Intangible assets, net of accumulated amortization of
$277,917 and $47,917, respectively		2,365,874			2,496,874

Total assets	$	2,605,110		$	2,799,842

Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:
Accounts payable	$	176,045		$	160,051
Accrued expenses payable		48,347			77,815
Deferred software license fees		121,993			64,334
Loans payable to related parties		60,514			44,768
Due sellers of VoipSwitch Inc.		150,000			150,000

Total current liabilities		556,899			496,968

Stockholders' equity (deficiency):
Preferred stock, $.001 par value; authorized
10,000,000 shares, none issued and outstanding		-			-
Common stock, $.001 par value; authorized
100,000,000 shares, issued and outstanding
29,402,935 and 28,877,935 shares, respectively		29,403			28,878
Additional paid-in capital		4,330,765			4,231,445
Deficit		(2,328,713	)		(1,957,700	)
Accumulated other comprehensive income (loss)		16,756			251

Total stockholders' equity (deficiency)		2,048,211			2,302,874

Total liabilities and stockholders' equity (deficiency)	$	2,605,110		$	2,799,842

See notes to consolidated financial statements.

F-3

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations

	Year Ended March 31,
	2009			2008
Operating revenues:
Software license fees	$	1,379,135		$	269,911
Revenues from communications air time		552,301			663,339
Net sales of communications devices		93			1,232

Total operating revenues		1,931,529			934,482

Cost of operating revenues:
Software license fees		690,999			74,485
Communications air time		608,518			737,673
Communications devices		2,596			24,719

Total cost of operating revenues		1,302,113			836,877

Gross profit (loss)		629,416			97,605

Operating expenses:
Selling, general and administrative expenses, including
stock-based compensation of $50,417 and
$59,583, respectively		998,767			934,401

Total operating expenses		998,767			934,401

Income (loss) from operations		(369,351	)		(836,796	)

Interest income		178			1,360
Interest expense		(1,840	)		(161	)

Income (loss) before income taxes		(371,013	)		(835,597	)

Income taxes (benefit)		-			-

Net income (loss)	$	(371,013	)	$	(835,597	)

Net income (loss) per share - basic and diluted	$	(0.01	)	$	(0.03	)

Weighted average number of shares
outstanding - basic and diluted		29,160,680			23,946,681

See notes to consolidated financial statements.

F-4

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (Deficiency)

												Accumulated			Total
	Common Stock						Additional					Other			Stockholders'
	$.001 par value						Paid-In					Comprehensive			Equity
	Shares			Amount			Capital		Deficit			Income (Loss)			(Deficiency)

Balances,
March 31, 2007		22,173,140		$	22,173		$	1,084,918	$	(1,122,103	)	$	(1,667	)	$	(16,679	)

Sale of shares in
private placements,
less $9,477 private
placement costs		2,803,195			2,803			1,239,720		-			-			1,242,523

Settlement with
consultant		(50,000	)		(50	)		50		-			-			-

Shares issued pursuant
to consulting
agreement		200,000			200			109,800		-			-			110,000

Shares issued pursuant
to Investment
Agreement		1,600			2			707		-			-			709

Shares issued pursuant
to acquisition of
VoipSwitch Inc.		3,750,000			3,750			1,796,250		-			-			1,800,000

Foreign currency
translation
adjustment		-			-			-		-			1,918			1,918

Net 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

Sale of shares in
private placements		525,000			525			99,320		-			-			99,845

Foreign currency
translation
adjustment		-			-			-		-			16,505			16,505

Net income (loss)		-			-			-		(371,013	)		-			(371,013	)

Balances,
March 31, 2009		29,402,935		$	29,403		$	4,330,765	$	(2,328,713	)	$	16,756		$	2,048,211

See notes to consolidated financial statements.

F-5

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

	Year Ended March 31,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	(371,013	)	$	(835,597	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation		5,276			8,175
Amortization		230,000			47,917
Stock-based compensation		50,417			59,583
Changes in operating assets and liabilities:
Accounts receivable, net		31,608			(61,761	)
Inventory		-			50,953
Prepaid expenses		95,586			(112,175	)
Accounts payable		15,994			490
Accrued expenses payable		(29,468	)		64,984
Deferred software license fees		57,659			15,860

Net cash provided by (used in) operating activities		86,059			(761,571	)

Cash flows from investing activities:
Retirements (purchases) of property and equipment		5,871			(2,396	)
Acquisition of VoipSwitch Inc.		(99,000	)		(543,318	)

Net cash provided by (used in) investing activities		(93,129	)		(545,714	)

Cash flows from financing activities:
Proceeds from sales of common stock		99,845			1,243,232
Increase (decrease) in loans payable to related parties		15,746			(97,907	)

Net cash provided by (used in) financing activities		115,591			1,145,325

Effect of exchange rate changes on cash and cash equivalents		16,505			1,555

Increase (decrease) in cash and cash equivalents		125,026			(160,405	)

Cash and cash equivalents, beginning of period		50,046			210,451

Cash and cash equivalents, end of period	$	175,072		$	50,046

Supplemental disclosures of cash flow information:

Interest paid	$	1,840		$	161

Income taxes paid	$	-		$	-

See notes to consolidated financial statements.

F-6

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

VoiceServe, Inc. (“VoiceServe”) was incorporated in the State of Delaware on December 9, 2005 under the name 4306, Inc. On February 20, 2007, VoiceServe acquired 100% of the issued and outstanding stock of VoiceServe Limited (“Limited”), a corporation incorporated in the United Kingdom on March 21, 2002, in exchange for 20,000,000 shares of VoiceServe common stock (representing 100% of the issued and outstanding shares of VoiceServe after the exchange). From October 1, 2006 to February 20, 2007, Limited owned 100% of the issued and outstanding shares of VoiceServe. Accordingly, this acquisition was treated as a combination of entities under common control and was accounted for in a manner similar to pooling of interests accounting. The consolidated financial statements include the operations of VoiceServe from October 1, 2006 and the operations of Limited from its inception on March 21, 2002.

On January 15, 2008, VoiceServe acquired 100% of the issued and outstanding stock of VoipSwitch Inc. (“VoipSwitch”), a corporation incorporated in the Republic of Seychelles on May 9, 2005 (see Note 3). VoipSwitch licenses software systems (online telephony management applications) to customers online. Generally, the license of a system includes remote installation and initial configuration of the main system, training relating to the use of the system and modules, and 1 year technical support.

VoiceServe has had no operations; VoiceServe is a holding company for its wholly owned subsidiaries Limited (since February 20, 2007) and VoipSwitch (since January 15, 2008).

Limited is engaged in the telephone communications business from its London, United Kingdom office. Limited offers customers through its software voice calls over the internet. The software allows computer users to access the Company’s exchange via the internet and through the exchange connect with numerous sources of telephone communications at discounted rates. Since January 15, 2008, Limited has also licensed VoipSwitch software systems.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of VoiceServe and its wholly owned subsidiaries Limited and VoipSwitch (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

(b) Basis of presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).

F-7

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as of March 31, 2009, the Company had negative working capital of $330,747. Further, since inception, the Company has incurred losses of $2,328,713. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to pursue new customers and certain acquisition prospects to attain profitable operations. However, there is no assurance that the Company will be successful in accomplishing these objectives. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(d) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses payable, loans payable to related parties, and due sellers of VoipSwitch Inc.. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments.

(e) Foreign Currency Translation

The functional currency of VoiceServe is the United States dollar. The functional currency of Limited is the United Kingdom pound sterling (“£”). The functional currency of VoipSwitch is the United States dollar. The reporting currency of the Company is the United States dollar. Limited’s assets and liabilities are translated into United States dollars at the period-end exchange rates ($1.429640 and $1.985884 at March 31, 2009 and March 31, 2008, respectively). Limited’s revenue and expenses are translated at weighted average exchange rates ($1.729932 and $2.009897 for the years ended March 31, 2009 and March 31, 2008, respectively). Translation adjustments are included in accumulated other comprehensive income (loss) in the stockholders’ equity section of the balance sheets.

(f) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

F-8

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(g) Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is calculated using an accelerated declining balance method over the estimated useful lives of the respective assets.

(h) Intangible Assets

Intangible assets, net are stated at their estimated fair values at date of acquisition less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

(i) Goodwill and Intangible Assets with Indefinite Lives

The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced and an impairment loss is recorded.

(j) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

(k) Revenue Recognition

Revenues from communications air time are recorded when the customer uses the air time. Substantially all revenues from communications air time are prepaid by the customer by credit card.

Revenues from licenses of software are recognized upon delivery of the software when persuasive evidence of an arrangement exists, the fee is fixed or determinable, and collectibility is probable. The portion of the fee allocated to postcontract customer support and services is recognized ratably over the period of the agreed support and services.

F-9

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Sales of communications devices are recorded when title passes to the customer which is generally at time of shipment to the customer. Substantially all sales are prepaid by the customer by credit card.

(l) Advertising

Advertising costs are expensed as incurred and amounted to $142,493 and $31,960 for the years ended March 31, 2009 and 2008, respectively.

(m) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS Nos. 123 and 123(R), “Accounting for Stock-Based Compensation” and “Share-Based Payment”.

(n) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

(o) Net Income (Loss) per Share

Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation.

F-10

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 3 – ACQUISITION OF VOIPSWITCH INC.

On January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and outstanding ordinary

shares as well as all of VoipSwitch’s assets, including customer orders and intangible assets, for

total consideration of $3,000,000 ($450,000 cash, $150,000 notes payable due on demand, $600,000 notes payable in total monthly installments of $50,000 per month for 12 months, and 3,750,000 shares of VoiceServe common stock valued at $0.48 per share or $1,800,000).

The estimated fair values of the identifiable net assets of VoipSwitch at January 15, 2008 (date of acquisition) consisted of:

Cash and cash equivalents	$	6,682
Developed software (for licensing to customers)		2,000,000
In-place contracts and customer list		100,000
Trade name		100,000
Accounts payable and accrued expenses		(2,999	)
Deferred software license fees		(48,474	)

Identifiable net assets	$	2,155,209

Goodwill of $244,791 (excess of the $2,400,000 consideration, excluding the $600,000 contingent consideration, over the $2,155,209 identifiable net assets) was recorded at the acquisition date January 15, 2008. In February and March 2008, $100,000 of the $600,000 “contingent consideration” notes payable was paid and added to goodwill. In the year ended March 31, 2009, an additional $99,000 of the $600,000 “contingent consideration” notes payable was paid and added to goodwill.

F-11

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 4 – INTANGIBLE ASSETS, NET

Intangible assets, net, consisted of:

	March 31,
	2009			2008

Acquisition of VoipSwitch:
Developed software (for licensing to customers)	$	2,000,000		$	2,000,000
In-place contracts and customer list		100,000			100,000
Trade name		100,000			100,000
Goodwill		443,791			344,791

Total		2,643,791			2,544,791

Accumulated amortization		(277,917	)		(47,917	)

Intangible assets, net	$	2,365,874		$	2,496,874

The developed software, in-place contracts and customer list, and trade name are amortized using the straight-line method over their estimated economic lives (ten years for the developed software and trade name; five years for the in-place contracts and customer list). Goodwill is not amortized.

For the years ended March 31, 2009 and 2008, amortization of intangible assets expense was $230,000 and $47,917, respectively. $200,000 and $41,667, respectively, was included in cost of software license fees. $30,000 and $6,250, respectively, was included in selling, general and administrative expenses.

Expected future amortization expense for acquired intangible assets as of March 31, 2009 follows:

Year ended March 31 ,	Amount
2010	$	230,000
2011		230,000
2012		230,000
2013		225,833
2014		210,000
Thereafter		796,250

Total	$	1,922,083

F-12

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 5 – DEFERRED SOFTWARE LICENSE FEES

As described in Note 1, the licenses of the VoipSwitch systems generally include certain postcontract customer support (“PCS”). In accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position 97-2, “Software Revenue Recognition”, the Company allocates a portion of the license fees to PCS based on the vendor-specific objective evidence of fair value (generally $800 for 1 year technical support) of the PCS and recognizes the PCS revenues ratably over the period of the agreed PCS.

Deferred software license fees (attributable to PCS) for the years ended March 31, 2009 and 2008 were accounted for as follows:

	Year Ended March 31,
	2009			2008
Balance, beginning of period	$	64,334		$	-
Additions		168,800			88,474
Recognized as revenue		(111,141	)		(24,140	)

Balance, end of period	$	121,993		$	64,334

NOTE 6 – LOANS PAYABLE TO RELATED PARTIES

Loans payable to related parties consisted of:

	March 31,
	2009		2008
Due chief financial officer	$	71	$	99
Due chairman of the board of directors		18,289		25,405
Due chief operational officer		42,154		19,264

Total	$	60,514	$	44,768

The loans payable to related parties are all non-interest bearing, unsecured, and due on demand.

F-13

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 7 – STOCKHOLDERS’ EQUITY

In the six months ended September 30, 2007, VoiceServe sold a total of 1,154,285 shares of its common stock to 9 investors at a price of $0.35 per share, or for total consideration of $404,000.

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

In the three months ended December 31, 2007, VoiceServe sold a total of 498,910 shares of its common stock to 4 investors at prices ranging from $0.50 to $0.62 per share for total consideration of $278,000.

In October 2007, VoiceServe issued 200,000 shares of its common stock (valued at $110,000) to an investor relations firm pursuant to a consulting agreement.

In the three months ended March 31, 2008, VoiceServe sold a total of 1,150,000 shares of its common stock to 6 investors at prices ranging from $0.40 to $0.50 per share for total consideration of $570,000.

On January 15, 2008 (see Note 3), VoiceServe issued 3,750,000 shares of its common stock (valued at $1,800,000) pursuant to its acquisition of VoipSwitch.

In the three months ended December 31, 2008, VoiceServe sold 25,000 shares of its common stock to an investor at a price of $0.40 per share for net consideration of $9,845. In the three months ended December 31, 2008, VoiceServe sold 500,000 shares of its common stock to an investor at a price of $0.18 per share for net consideration of $90,000.

NOTE 8 – INCOME TAXES

No provisions for income taxes were recorded in years ended March 31, 2009 and 2008 since the Company incurred losses in those years.

Based on management‘s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of net operating loss carryforwards as of March 31, 2009 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at March 31, 2009.

F-14

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company will continue to review this valuation allowance and make adjustments as appropriate.

NOTE 9 – SEGMENT INFORMATION

The Company operates in one business segment: telephone communications.

Operating revenues by customer geographic area follow:

	Year Ended March 31,
	2009		2008

Asia	$	1,045,515	$	437,884
North America		525,723		236,527
Europe		279,637		199,998
Other		80,654		60,073

Total	$	1,931,529	$	934,482

In the year ended March 31, 2008, one Asian customer accounted for 17% of total operating revenues, another Asian customer accounted for 11% of total operating revenues, and one North American customer accounted for 11% of total operating revenues.

NOTE 10 – RELATED PARTY TRANSACTIONS

For the years ended March 31, 2009 and 2008, consulting fees paid to officers, directors, and their affiliates totaled $306,278 and $310,635, respectively. These fees are included in selling, general, and administrative expenses in the accompanying statements of operations.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Investment agreement

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VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Date. The Put Date shall be the date that the Investor receives a put notice of a draw down by us. The purchase price shall be set at ninety-three percent (93%) of the lowest closing Best Bid price of the Common Stock during the pricing period. The pricing period shall be the five (5) consecutive trading days immediately after the put notice date. There are put restrictions applied on days between the put date and the closing date with respect to that particular put. During this time, we shall not be entitled to deliver another put notice.

In connection with the Agreement, we entered into a Registration Rights Agreement with the Investor (”Registration Agreement”). Pursuant to the Registration Agreement, we were obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) covering 2,335,550 shares of the common stock underlying the Investment Agreement within 15 days after the execution date. In addition, we were obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the execution date, which occurred November 6, 2007.

Service agreements

In connection with the acquisition of VoipSwitch, VoiceServe entered into service agreements with the three sellers. The agreements have a three year term (to January 15, 2011) and provide for monthly compensation of $6,000 for each of the three individuals, or $18,000 per month total. This compensation is included in cost of software license fees in the accompanying statements of operations.

Rental agreements

Limited rents office space at monthly rentals of £560 (or $801 translated at the March 31, 2009 exchange rate). For the years ended March 31, 2009 and 2008, rent expense was $9,342 and $16,063, respectively.

NOTE 12 – SUBSEQUENT EVENTS

On April 14, 2009, an additional $88,059 of the $600,000 “contingent consideration” notes payable was paid. The $88,059 will be added to goodwill in the three months ended June 30, 2009.

Effective May 12, 2009, VoiceServe granted non –qualified stock options to 4 service providers exercisable into a total of up to 703,000 shares of common stock at an exercise price of $0.13 per share to December 23, 2013. The options vest 2/3 on December 23, 2010 and 1/3 on December 23, 2011. The $81,618 estimated fair value of the options will be expensed ratably over the remaining requisite service period from May 12, 2009 to December 23, 2011.

On May 21, 2009, VoiceServe approved the issuance of a total of 3,000,000 shares of its common stock to the three sellers of VoipSwitch for services rendered. The $375,000 estimated fair value of the shares will be expensed in the three months ended June 30, 2009.

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ITEM 9 . CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our significant accounting policies are summarized in Note 2 of our financial statements included in our March 31, 2009.

We have adopted the following accounting standards. While all of these significant accounting policies impact our financial condition, our views of these policies are critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

Off-Balance Sheet Arrangements

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

ITEM 9A . CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

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

Changes in internal controls

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

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Management Report on Internal Control Over Financial Reporting

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

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

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

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

PART III

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

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

Aron Sandler	39	Chief Financial Officer and Director
Michael Bibelman	40	Chief Executive Officer and Director
Alexander Ellinson	44	Chairman of the Board of Directors & President
Mike Ottie	41	Chief Operational Officer and Director
Krzysztof Oglaza	34	Chief Technical Officer and Director
Michal Kozlowski	33	Chief Development Officer
Lukasz Nowak	31	Chief Integration Officer

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

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

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

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

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

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

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

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

Term of Office

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

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

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

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Audit Committee

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

Certain Legal Proceedings

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

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

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

Code of Ethics

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

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

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

SUMMARY COMPENSATION TABLE

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

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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,	2009	$	0		0		0		0		0		0		0		0
Chief Financial	2008	$	0		0		0		0		0		0		41,767		41,767
Officer	2007		0		0		0		0		0		0		0		0

Michael Bibelman, Chief Executive Officer	2009		0		0		0		0		0		0		107,432		107,432
	2008	$	0		0		0		0		0		0		145,835		145,835
	2007		0		0		0		0		0		0		0		0

Alexander Ellinson,	2009		0		0		0		0		0		0		128,783		128,783
Chairman of the	2008		0		0		0		0		0		0		107,728		107,728
Board & President	2007		0		0		0		0		0		0		66,006		66,006

Mike Ottie, Chief Operational Officer	2009		0		0		0		0		0		0		70,063		70,063
	2008		0		0		0		0		0		0		15,305		15,305
	2007		0		0		0		0		0		0		41,945		41,945

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

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Employment Agreements

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

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

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

Names and Address (1)	Shares Owned Number	Percentage (2)

Aron Sandler Chief Financial Officer and Director	5,000,000	17.01%

Alexander Ellinson President & Chairman of the Board of Directors	3,375,000	11.48%

Michael Bibleman Chief Executive Officer & Director	3,375,000	11.48%

Lukasz Nowak Chief Integration Officer	1,250,000	4.25%

Mike Ottie Chief Operational Officer & Director	4,500,000	15.30%

Krzysztof Oglaza Chief Technical Officer and Director	1,250,000	4.25%

Michal Kozlowski Chief Development Officer	1,250,000	4.25%

Daphne Arnstein (3)	1,068,750	3.63%

Rachel Weissbart (4)	1,111,815	3.78%

All Directors and Officers as a Group (7 persons)	22,180,565	75.44%

(1)	The persons named in this table have sole voting and investment power with respect to all shares of common stock reflected as beneficially owned by each.

(2)	Based on 29,402,935 shares of common stock outstanding as of March 31, 2009.

(3)	Wife of Alexander Ellinson.

(4)	Wife of Michael Bibelman.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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ITEM 14 . PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

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

Audit Related Fees

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

Tax Fees

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

All Other Fees

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

Audit and Non-Audit Service Pre-Approval Policy

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

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

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

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

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

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

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a) Documents filed as part of this Annual Report

1. Consolidated Financial Statements

2. Financial Statement Schedules

3. Exhibits

31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer

32.2	Section 1350 Certification of Chief Financial Officer

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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.