VOICESERVE INC - FORM 10-Q - February 14, 2011

Attached files

file	filename
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - VOICESERVE INC	f10q1210ex31i_voicesrv.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - VOICESERVE INC	f10q1210ex32i_voicesrv.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - VOICESERVE INC	f10q1210ex32ii_voicesrv.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - VOICESERVE INC	f10q1210ex31ii_voicesrv.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 10-Q

______________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

o TRANSITION REPORT PURSUANT TO 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

(Exact name of small business issuer as specified in its charter)

______________

Delaware
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Grosvenor House, 1 High Street Middlesex England		HA8, 7TA
(Address of principal executive offices)		(Zip Code)

44 208 136 6000

(Issuer’s telephone number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of February 11, 2011: 38,354,429 shares of common stock.

TABLE OF CONTENTS

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F- 1
Item 2.	Management’s Discussion and Analysis or Plan of Operation	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4T.	Controls and Procedures	5

	PART II -OTHER INFORMATION

Item 1.	Legal Proceedings.	7
Item 1A.	Risk Factors.	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3.	Defaults Upon Senior Securities.	7
Item 4.	Removed and Reserved.	7
Item 5.	Other Information.	7
Item 6.	Exhibits	7

SIGNATURES		8

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

	December 31,			March 31,
	2010			2010
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	337,233		$	218,438
Accounts receivable, net of allowance
for doubtful accounts of $56,011 and $0, respectively		140,780			32,839
Prepaid expenses and other current assets		93,350			16,901

Total current assets		571,363			268,178

Property and equipment, net of accumulated depreciation
of $67,739 and $60,227 respectively		48,735			11,662
Intangible assets, net of accumulated amortization of
$680,417 and $507,917, respectively		2,182,624			2,223,874

Total assets	$	2,802,722		$	2,503,714

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$	286,968		$	256,458
Accrued expenses payable		58,800			57,705
Deferred software license fees		270,991			245,666
Loans payable to related parties		35,188			34,212
Due sellers of VoipSwitch Inc.		-			150,000

Total current liabilities		651,947			744,041
Liability for common stock purchase warrants		186,438			-

Total liabilities		838,385			744,041

Stockholders' equity:
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
38,354,429 and 32,402,935 shares, respectively		38,354			32,403
Additional paid-in capital		5,471,357			4,733,537
Deficit		(3,504,476	)		(2,994,155	)
Accumulated other comprehensive income (loss)		(40,898	)		(12,112	)

Total stockholders' equity		1,964,337			1,759,673

Total liabilities and stockholders' equity	$	2,802,722		$	2,503,714

See notes to consolidated financial statements.

F-1

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

	Three Months						Nine Months
	Ended December 31,						Ended December 31,
	2010			2009			2010			2009
Operating revenues:
Software license fees	$	1,166,175		$	917,793		$	3,123,386		$	2,281,493
Revenues from communications air time		97,420			67,445			248,894			115,554

Total operating revenues		1,263,595			985,238			3,372,280			2,397,047

Cost of operating revenues:
Software license fees		573,494			283,149			1,445,912			708,132
Communications air time		109,616			60,499			244,049			102,847

Total cost of operating revenues		683,110			343,648			1,689,961			810,979

Gross profit		580,485			641,590			1,682,319			1,586,068

Operating expenses:
Selling, general and administrative expenses (including stock-based
compensation of $11,166, $7,847, $319,628, and $394,957, respectively)
		739,065			689,575			2,463,181			2,135,952

Total operating expenses		739,065			689,575			2,463,181			2,135,952

Loss from operations		(158,580	)		(47,985	)		(780,862	)		(549,884	)

Income from revaluation of liability for
common stock purchase warrants		116,196						271,170			-
Interest income		19			-			23			1
Interest expense		(42	)		-			(652	)		(20	)

Loss before income taxes		(42,407	)		(47,985	)		(510,321	)		(549,903	)

Income taxes (benefit)		-			-			-			-

Net loss	$	(42,407	)	$	(47,985	)	$	(510,321	)	$	(549,903	)

Net loss per share
- basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)

Weighted average number of shares
outstanding - basic and diluted		37,914,212			32,402,935			35,551,646			31,853,485

See notes to consolidated financial statements.

F-2

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders' Equity
Nine Months Ended December 31, 2010
(Unaudited)

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

Balances,
March 31, 2010		32,402,935	$	32,403	$	4,733,537	$	(2,994,155	)	$	(12,112	)	$	1,759,673

Private placement of shares
and warrants,
less $89,499 costs and
less $457,608
attributable to warrants
classified as liabilities		2,760,000		2,760		140,133		-			-			142,893

Shares issued for services		941,494		941		157,109		-			-			158,050

Shares issued in satisfaction of debt
and contingent debt due sellers of
VoipSwitch Inc.		2,250,000		2,250		279,000		-			-			281,250

Stock options expense		-		-		161,578		-			-			161,578

Foreign currency
translation adjustment		-		-		-		-			(28,786	)		(28,786	)

Net loss		-		-		-		(510,321	)		-			(510,321	)

Balances,
December 31, 2010		38,354,429	$	38,354	$	5,471,357	$	(3,504,476	)	$	(40,898	)	$	1,964,337


See notes to consolidated financial statements.

F-3

VOICESERVE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months Ended December 31,
	2010			2009
Cash flows from operating activities:
Net loss	$	(510,321	)	$	(549,903	)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Stock-based compensation		319,628			394,957
Depreciation		7,512			9,171
Amortization		172,500			172,500
Provision for doubtful accounts		55,217			-
Income from revaluation of liability for common stock purchase warrants		(271,170	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		(163,158	)		(47,175	)
Prepaid expenses and other current assets		(76,449	)		(60,870	)
Accounts payable		30,510			129,097
Accrued expenses payable		1,095			(2,862	)
Deferred software license fees		25,325			125,790

Net cash provided by (used in) operating activities		(409,311	)		170,705

Cash flows from investing activities:
Acquisition of VoipSwitch Inc.		-			(88,000	)
Purchases of property and equipment		(44,585	)		(8,110	)

Net cash used in investing activities		(44,585	)		(96,110	)

Cash flows from financing activities:
Proceeds from sales of common stock, net of offering costs of $89,499		600,501			-
Increase (decrease) in loans payable to related parties		976			(24,062	)

Net cash provided by (used in) financing activities		601,477			(24,062	)

Effect of exchange rate changes on cash and cash equivalents		(28,786	)		(46,293	)

Increase in cash and cash equivalents		118,795			4,240

Cash and cash equivalents, beginning of period		218,438			175,072

Cash and cash equivalents, end of period	$	337,233		$	179,312

Supplemental disclosures of cash flow information:

Interest paid	$	652		$	-

Income taxes paid	$	-		$	-

Non - cash investing and financing activities:
Shares issued in satisfaction of debt and contingent debt
due 3 sellers of VoipSwitch Inc. (See Note 3):
Debts satisfied in exchange for issuance of restricted common stock:
Contingent consideration remaining due to 3 sellers before agreement to
accept restricted common stock	$	313,000		$	-
Contingent consideration paid added to goodwill by virtue of issuance
of restricted common stock	$	131,250		$	-
Notes payable to 3 sellers of VoipSwitch outstanding as debt in financial
statements prior to agreement to accept issuance of restricted common stock		150,000			-

Total	$	281,250		$	-
Fair value of 2,250,000 shares of restricted common stock issued in exchange
for debts satisfied	$	281,250		$	-

See notes to consolidated financial statements.

F-4

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

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 licensed 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; VoicerServe is a holding company for its wholly owned subsidiaries, including Limited (since February 20, 2007) and VoipSwitch (since January 15, 2008). In 2010, Voiceserve formed two additional subsidiaries: VoipSwitch Inc., a Delaware corporation, and VoipSwitch AG, a Swiss corporation. VoipSwitch Inc. was formed to provide a future North American presence and has had no significant operations to date. VoipSwitch AG was formed to coordinate sales and billing activities from Switzerland and commenced operations in the three months ended December 31, 2010.

Limited is engaged in the telephone communications business. 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 and connect with numerous sources of telephone communications at discounted rates. Since January 15, 2008, Limited has also licensed VoipSwitch software systems.

F-5

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

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

NOTE 2 – INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of December 31, 2010 and for the three and nine months ended December 31, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of December 31, 2010 and the results of operations and cash flows for the three and nine months ended December 31, 2010 and 2009. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine month period ended December 31, 2010 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending March 31, 2011. The balance sheet at March 31, 2010 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended March 31, 2010 as included in our report on Form 10-K/A filed November 10, 2010.

NOTE 3 – ACQUISITION OF VOIPSWITCH INC.

F-6

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

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, 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. As the contingency was resolved and payments against the $600,000 notes payable were made, such paid amounts were added to goodwill.

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

Cash and cash equivalents	$	6,682
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. In the three months ended June 30, 2009, an additional $88,000 of the $600,000 “contingent consideration” notes payable was paid and added to goodwill.

On December 7, 2010, pursuant to a verbal agreement on October 19, 2010, Voiceserve issued a total of 2,250,000 SEC Rule 144 restricted shares of its common stock to the three sellers of VoipSwitch in full and final satisfaction of debt totaling $463,000, consisting of the $150,000 demand note payable (see note 7) and the remaining $313,000 “contingent consideration” potential amount due the three sellers. The $131,250 excess of the $281,250 estimated fair value of the shares, which was calculated based on the October 19, 2010 nearest day closing trading price of $0.25 per share and a 50% restricted stock discount (2,250,000 shares x $0.125 [50% discount applied to 0.25 per share price] per share = $281,250), over the $150,000 demand note payable was added to goodwill.

F-7

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

NOTE 4 – INTANGIBLE ASSETS, NET

Intangible assets, net consisted of:

	December 31,			March 31,
	2010			2010
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		663,041			531,791

Total		2,863,041			2,731,791

Accumulated amortization		(680,417	)		(507,917	)

Intangible assets, net	$	2,182,624		$	2,223,874

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 nine months ended December 31, 2010 and 2009, amortization of intangible assets expense was $172,500. $150,000 was included in cost of software license fees and $22,500 was included in selling, general and administrative expenses.

Expected future amortization expense for acquired intangible assets as of December 31, 2010 follows:

F-8

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Year ending March 31,	Amount
2011	$	57,500
2012		230,000
2013		225,833
2014		210,000
2015		210,000
Thereafter		586,250

Total	$	1,519,583

NOTE 5 – DEFERRED SOFTWARE LICENSE FEES

The licenses of the VoipSwitch systems generally include certain postcontract customer support (“PCS”). In accordance with Accounting Standards Codification (“ASC”) Topic 985-605-25, “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 nine months ended December 31, 2010 and 2009 were accounted for as follows:

	Nine Months Ended
	December 31,
	2010			2009
Balance, beginning of period	$	245,666		$	121,993
Additions		311,500			311,873
Recognized as revenue		(286,175	)		(186,083	)

Balance, end of period	$	270,991		$	247,783

F-9

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

NOTE 6 – LOANS PAYABLE TO RELATED PARTIES

Loans payable to related parties consisted of:

	December 31, 2010		March 31, 2010
Due chairman of the board of directors	$	19,969	$	19,415
Due former chief operational officer		15,142		14,722
Due former chief financial officer		77		75

Total	$	35,188	$	34,212

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

NOTE 7 – DUE SELLERS OF VOIPSWITCH INC.

The $150,000 notes payable due to the sellers of VoipSwitch Inc, which was

non-interest bearing and due on demand, was satisfied on December 7, 2010 (see Note 3)

NOTE 8 – LIABILITY FOR COMMON STOCK PURCHASE WARRANTS

As part of the private placement which closed on May 26, 2010 (see Note 9), the Company issued a total of 1,380,000 warrants to certain accredited investors. Each warrant entitles the holder to purchase one share of common stock at a price of $0.50 per share (the “Exercise Price”) to May 26, 2015.

The Exercise Price of the warrants is to be adjusted in the event of any stock splits or stock dividends or in the event that the Company issues or sells any shares of common stock, options, warrants or any convertible instruments (other than exempted issuances) at an effective price per share which is less than the Exercise Price. Accordingly, in accordance with EITF Issue No. 07-05, "Determining whether an Instrument (or Embedded Feature) is indexed to an Entity's Own Stock", the Company reflected the $457,608 fair value of the warrants at May 26, 2010 (calculated using the Black-Scholes option pricing model and the following assumptions: stock price of $0.45 per share, exercise price of $0.50 per share, risk-free interest rate of 2.06%, term of five years, and expected volatility of 100%) as a liability and will remeasure the fair value of the warrants each quarter, adjust the liability balance, and reflect changes in operations as "income( expense) from revaluation of liability for common stock purchase warrants”.

F-10

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Below is a reconciliation of the change in the fair values of the warrants from May 26, 2010 to December 31, 2010.

	Common
	Shares		Fair
	Equivalent		Value
Issuance to accredited investors in
conjuction with common stock in private
placement on May 26, 2010 (see Note 9)		1,380,000	$	457,608
Revaluation credited to operations		-		(121,854	)
Balance, June 30, 2010		1,380,000		335,754
Revaluation credited to operations		-		(33,120	)
Balance, September 30, 2010		1,380,000		302,634
Revaluation credited to operations		-		(116,196	)
Balance, December 31, 2010		1,380,000	$	186,438

NOTE 9 – STOCKHOLDERS’ EQUITY

Common stock issuances

On May 21, 2009, VoiceServe issued 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, which was calculated based on the nearest day closing trading price of $0.25 per share and a 50% restricted stock discount, is included in selling, general and administrative expenses in the three months ended June 30, 2009.

Effective April 2010, VoiceServe issued 41,494 shares of its common stock to a consultant for services rendered. The $10,000 estimated fair value of the shares is included in selling, general and administrative expenses in the three months ended June 30, 2010.

F-11

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

On May 26, 2010, VoiceServe closed on the sale to certain accredited investors of a total of 2,760,000 shares of common stock at a price of $0.25 per share and 1,380,000 warrants to purchase 1,380,000 shares of common stock, for $690,000 gross proceeds ($600,501 net proceeds after deducting costs of the private placement). Each warrant (see Note 8) entitles the holder to purchase one share of common stock at a price of $0.50 per share (the "Exercise Price") to May 26, 2015.

Effective September 30, 2010, VoiceServe issued a total of 900,000 shares of its common stock to its new chief financial officer (300,000 shares) and to two new members of the Board of Directors (300,000 shares each) pursuant to the employment agreement and director agreements discussed in Note 12. The $148,050 estimated fair value of the shares, which was calculated based on the closing trading price of $0.329 per share and a 50% restricted stock discount, is included in selling, general and administrative expenses in the three months ended September 30, 2010.

On December 7, 2010, pursuant to a verbal agreement on October 19, 2010, VoiceServe issued a total of 2,250,000 SEC Rule 144 restricted shares of its common stock to the three sellers of VoipSwitch (see Note 3) in full and final satisfaction of debt totaling $463,000, consisting of the $150,000 demand note payable (see Note 7) and the remaining $313,000 “contingent consideration” potential amount due the three sellers. The $131,250 excess of the $281,250 estimated fair value of the shares, which was calculated based on the October 19, 2010 nearest day closing trading price of $0.25 per share and a 50% restricted stock discount (2,250,000 shares x $0.125 [50% discount applied to 0.25 per share price] per share = $281,250), over the $150,000 demand note payable was added to goodwill.

Stock options

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 (calculated using the Black-Scholes option pricing model and the following assumptions: (i) $0.15 share price, (ii) 5 year term, (iii) 100% expected volatility, and (iv) 3% risk free interest rate) is being expensed ratably over the requisite service period from May 12, 2009 to December 23, 2011.

On January 4, 2010, VoiceServe granted non-qualified stock options to 2 service providers exercisable into a total of up to 200,000 shares of common stock at an exercise price of $0.13 per share to January 4, 2015. The options vest 2/3 on January 4, 2012 and 1/3 on January 4, 2013.

The $39,520 estimated fair value of the options (calculated using the Black-Scholes option pricing model and the following assumptions: (i) $0.24 share price, (ii) 5 year term, (iii) 100% expected volatility, and (iv) 2.65% risk free interest rate) is being expensed ratably over the three year requisite service period.

F-12

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Effective July 26, 2010, VoiceServe committed to grant non-qualified stock options exercisable into up to a total of 500,000 shares of common stock at an exercise price of $0.25 per share to its president and chairman (250,000 options) and chief executive officer (250,000 options) pursuant to the employment agreements discussed in Note 12. The $128,200 estimated fair value of the options (calculated using the Black-Scholes option pricing model and the following assumptions: (i) $0.33 share price, (ii) term of 1773 days, (iii) 100% expected volatility, and (iv) 1.7037% risk free interest rate) was expensed and is included in selling, general and administrative expenses in the three months ended September 30, 2010.

Stock options expense for the nine months ended December 31, 2010 and 2009 was $161,578 and $19,557, respectively. As of December 31, 2010, there was $56,988 of total unrecognized compensation cost relating to unexpired stock options. That cost is expected to be recognized in

the years ending March 31 2011, 2012, and 2013 in the amounts of $10,924, $36,030, and $10,034, respectively.

NOTE 10 – INCOME TAXES

No provisions for income taxes were recorded in the nine months ended December 31, 2010 and 2009 since the Company didn’t have any income subject to income tax (after taking into account available net operating loss carryforwards in the respective tax jurisdictions) in those periods.

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 December 31, 2010 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at December 31, 2010. The Company will continue to review this valuation allowance and make adjustments as appropriate.

NOTE 11 – RELATED PARTY TRANSACTIONS

For the nine months ended December 31, 2010 and 2009, consulting fees paid to officers, directors, and their affiliates totaled $533,100 and $484,424, respectively. These fees are included in selling, general, and administrative expenses in the accompanying statements of operations.

F-13

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Registration Rights Agreement

In connection with the private placement which closed May 26, 2010 (see Note 9), the Company and the investors executed a Securities Purchase Agreement and a Registration Rights Agreement. Among other things, the Registration Rights Agreement provides that the Company will prepare and file with the SEC a Registration Statement covering the resale of the Registrable Securities and use its commercially reasonable efforts to cause it to be declared effective. If the Registration Statement is not filed by July 30, 2010 or if the Registration Statement filed is not declared effective by the SEC within certain time periods (by December 27, 2010 in the event of a "full review" by the SEC) and the Company has not exercised its reasonable best efforts to secure the Registration Statement's effectiveness with the SEC, the Registration Agreement provides that the Company will pay monthly (until cured) partial liquidated damages to the investors equal to 1% of the purchase price paid by the investors, subject to a maximum of 10% of the purchase price paid by the investors.

Employment and Director Agreements

On June 4, 2010, VoiceServe, Inc. executed employment agreements with (i) its President and Chairman, Alexander Ellinson, and (ii) its Chief Executive Officer, Michael Bibelman. Each agreement has a term of five (5) years and each provides for (i) an annual base salary of $240,000, (ii) an annual bonus of up to 100% of the base salary as determined in the sole discretion of the Board of Directors, and (iii) annual grants of stock options under the Company's Equity Incentive Stock Plan to purchase 250,000 shares of common stock at $0.25 per share for the first year, which shall occur on or before July 26, 2010, and at a 25% discount off the price on each June 4 thereafter in 2011, 2012, 2013, and 2014 (which vest at such time as approved by the Board of Directors). The Board has not yet approved the initial grant of the 250,000 common stock share options, which was to occur on or before July 26, 2010, for either Mr. Ellison or Mr. Bibelman.

Both employment agreements also provide for other employee benefits, such as an allowance for leasing a car for the Company or the Company providing one, healthcare insurance, vacation and other benefits provided in accordance with Company policy. In addition, each agreement contains provisions concerning early termination of the executive for death, disability, or with or without cause by the executive. In the event of death or disability, the Company is obligated to

F-14

VOICESERVE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

pay three months base salary plus accrued benefits. In the event of a termination of the executive "without cause," the Company is obligated to pay each executive, in lieu of "severance payments," his base pay and bonus, including percentage of profits, for the term in which the termination occurs for 36 months after the termination date in accordance with Company payroll practices, and maintain other benefits for that executive also for that 36 month period. Finally, the Company is obligated to pay the exercise price for the stock options to be granted as described in the preceding paragraph and the Company is required to issue 250,000 shares of common stock to the terminated executive with demand registration rights.

On September 30, 2010, VoiceServe, Inc. executed an employment agreement with Alfred Stefansky, its concurrently appointed Chief Financial Officer. The agreement has a term of five (5) years and provides for (i) a monthly base salary of $8,000, (ii) an annual bonus of up to 100% of the base salary as determined in the sole discretion of the Board of Directors, and (iii) a one-time issuance of 300,000 restricted shares of Company common stock. Additionally, the agreement provides that the Company shall provide standard health insurance coverage for the executive and each individual family member and the Executive shall be eligible to participate in any employee benefit plans of the Company. Either party may terminate the agreement without cause upon 60 days prior written notice. In the event of death or disability, the Company is obligated to pay three months base salary plus accrued benefits.

Also on September 30, 2010, VoiceServe, Inc. executed director agreements with Michael Taylor and Andrew Millet, concurrently appointed members of the Board of Directors. Both agreements have terms of one year, subject to a one year renewal term upon reelection by a majority of the Company stockholders. Both agreements provide for (i) a monthly retainer of $1,000 and (ii) a one-time issuance of 300,000 restricted shares of Company common stock. Additionally, the agreements provide that the Company shall provide reimbursements for all reasonable out-of- pocket expenses incurred.

Rental agreements

Limited rents office space at monthly rentals of £710 (or $1,108 translated at the December 31, 2010 exchange rate). For the nine months ended December 31, 2010 and 2009, rent expense was $9,833 and $6,480, respectively.

VoipSwitch AG rents office space at monthly rentals of chf 2000 (or $2,141 translated at the December 31, 2010 exchange rate). For the nine months ended December 31, 2010 and 2009, rent expense was $8,217 and $0, respectively.

F-15

Item 2. Management’s Discussion and Analysis or Plan of Operation

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

Overview

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”).

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 our wholly owned subsidiary. Voiceserve Limited is a global Internet communications company that makes it possible for anyone with an Internet connection to make low cost, high quality voice calls over the Internet. Following the merger, we adopted Voiceserve Limited’s business plan, and began conducting business as a global Internet communications company. We 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 each 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, including a wide range of cellular telephones. Their careers began in 1991 with Econophone Inc. (“Econophone”) a marketer of international “call-back” and “calling cards”. The founders worked as independent resellers of calling cards creating markets in Europe and third world countries transmitting the calls via universal 0800 numbers. While working at Econophone, the founders discovered a huge potential in the market for pre-paid calling cards and were one of the first groups in the industry to market such a product in Europe. Our founders introduced, among the many famous European distributors to market such a product, the Audax Group (“Audax”), based in Holland with an annual turnover in excess of 850 million. Our founders were also instrumental in aiding Econophone LLC in its transformation from a privately held company to one listed on the New York Stock Exchange, known thereafter as Viatel. Once Viatel was listed on the New York Stock Exchange, our founders independently set up their own ISDN and VoIP platforms with the intention of developing and marketing a comprehensive VoIP solution.

Our marketing efforts are focused on VoIP wholesalers termination carriers, retail VoIP providers, Internet providers, including WiFi and WiMax operators, Cable TV networks, GSM providers, telecom resellers, prepaid serve companies, and small-to-medium size companies (businesses, hotels, hospitals, etc.).

On January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and outstanding ordinary shares as well as all of VoipSwitch’s assets, including customer orders and intangible assets, for total consideration of $3,000,000, consisting of $450,000 cash, $150,000 notes payable due on demand, $600,000 notes payable in total monthly installments of $50,000 per month for 12 months, and 3,750,000 shares of VoiceServe common stock valued at $0.48 per share or $1,800,000. Payment of the monthly installments of the $600,000 notes payable is contingent upon and limited each month to the future monthly net income of VoipSwitch. Accordingly, pursuant to SFAS No. 141, this $600,000 “contingent consideration” portion of the $3,000,000 total purchase price was not included in the initial recorded cost of the acquisition or the recorded notes payable. If and when the contingency is resolved and payments of the $600,000 notes payable are made, such paid amounts will be added to goodwill.

VoipSwitch

VoipSwitch is a complete IP telephony system offering a variety of services including device to phone technology, PC to phone/web to phone features, calling cards, SMS/ANI/PIN/DID/WEB callback, DIDs' mapping, call shops and more. Unlike competitive VoIP systems composed of many different parts, the VoipSwitch platform is fully integrated into 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. To-date, the Company has successfully installed over 16,000 VoipSwitch systems around the world. The“VoipSwitch Brand” has gained recognition and popularity especially in countries where land-line telecommunication infrastructure are less developed. Since the Company has increased its participation in telecom conferences and exhibitions over the last year, awareness of its comprehensive VoIP software offering has significantly increased.

To further the breadth of VoipSwitch’s system, the Company added VoIP dialers for cellular phones. Over the last twelve months, the Company has introduced dialers for Blackberry and Apple’s iPhone, in addition to its existing dialers for Symbian (Nokia, Motorola, Samsung, Sony, etc.), Android and Windows® cellular phones. Subsequent to the September 30, 2010, the fiscal first quarter close, the Company introduced softphone dialers for Apple ,iPads and iPods, enabling the devices to conduct economical VoIP calls, worldwide.

The Company cultivates long-term growth of its businesses through technological innovation, engineering excellence, advanced functionality and security, and a commitment to delivering high-quality products and services. VoIPVoIP Our goal is to deliver products that provide the best platform with the lowest total cost of ownership.

We will continue to invest in research and development in existing and new lines of business, including IPTV. We will 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 we have laid a foundation for long-term growth by delivering innovative products, creating opportunities for wholesale and retail partners, and offering a comprehensive VoIP software platform with a low cost of ownership for service providers as well as end users. Our focus in fiscal year 2011 is to build on this foundation, and expand our marketing efforts into North, Central and South America and Asia.

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 all our businesses lines. 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. In addition to wholesalers and retailers, we intend to market our VoIP software to small-to-medium size business, hotels, cruise lines, hospitals and schools/universities.

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:

●	Maintain a strong presence at key telecommunications exhibitions across the world

●

Further develop our IPTV capabilities with additional full-time programmers hired during the quarter. We expect to introduce an IPTV service to our customers during our third quarter or fourth quarter of the current fiscal year. We believe providing IPTV to our customers will have a material impact on our ability to penetrate market opportunities.

●	Market our VoIP software capabilities to the transportation industry (commercial and leisure), hotel industry, small-to-medium size business and larger commercial enterprises, as well as wholesalers and resellers.

●	Amass a large subscription base for our Call-to-PBX service through Internet advertising and direct marketing through partnerships with transportation providers to the consumer sector.

●	Expand our distribution partnership network throughout North and Latin America.

RESULTS OF OPERATIONS FOR THE THIRD QUARTERS AND FIRST NINE MONTHS OF FISCAL YEARS 2011 AND 2010 ENDED DECEMBER 31, 2010 AND DECEMBER 31, 2009, RESPECTIVELY

The following table presents the statement of operations for the three month periods and nine month periods ended December 31, 2010 and December 31, 2009. The discussion following the table is based on these results.

	Three Months						Nine Months
	Ended December 31,						Ended December 31,
	2010			2009			2010			2009
Operating revenues:
Software license fees	$	1,166,175		$	917,793		$	3,123,386		$	2,281,493
Revenues from communications air time		97,420			67,445			248,894			115,554

Total operating revenues		1,263,595			985,238			3,372,280			2,397,047

Cost of operating revenues:
Software license fees		573,494			283,149			1,445,912			708,132
Communications air time		109,616			60,499			244,049			102,847

Total cost of operating revenues		683,110			343,648			1,689,961			810,979

Gross profit		580,485			641,590			1,682,319			1,586,068

Operating expenses:
Selling, general and administrative expenses (including stock-based compensation of $11,166, $7,847, $319,628, and $394,957, respectively)		739,065			689,575			2,463,181			2,135,952

Total operating expenses		739,065			689,575			2,463,181			2,135,952

Loss from operations		(158,580	)		(47,985	)		(780,862	)		(549,884	)

Income from revaluation of liability for
common stock purchase warrants		116,196						271,170			-
Interest income		19			-			23			1
Interest expense		(42	)		-			(652	)		(20	)

Loss before income taxes		(42,407	)		(47,985	)		(510,321	)		(549,903	)

Income taxes (benefit)		-			-			-			-

Net loss	$	(42,407	)	$	(47,985	)	$	(510,321	)	$	(549,903	)

Net loss per share
- basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)

Weighted average number of shares
outstanding - basic and diluted		37,914,212			32,402,935			35,551,646			31,853,485

Total Revenue

Revenues were $3,372,280 for the nine month period ended December 31, 2010 and $2,397,047 for the nine month period December 31, 2009. The increase in sales of $975,233 or 41% is primarily attributed to increased marketing at industry shows and conferences, an increase in sales personnel added in June 2010, the addition of softswitch modules during fiscal year 2011, and increased sales to existing clients. Revenues were $1,263,595 for the three month period ended December 31, 2010 and $985,238 for the three month period December 31, 2009. The increase in sales being $278,357 or 28%. The company has been exhibiting globally at prominent and significant IT and VoIP exhibitions. Presence at shows increases awareness to the company’s broad spectrum of its software products and modules.

Cost of Revenues

Cost of revenues for the nine month period ended December 31, 2010 was $1,689,961 compared to $810,979 for the same period in 2009. Gross margin averaged 49.9% during the first nine months of fiscal year 2011 (ended December 31, 2010) compared to 66.2% during the same period of fiscal 2010. Cost of revenues for the three month period ended December 31, 2010 was $683,110 compared to $343,648 for the same period in 2009. Gross margin averaged 46% during the third quarter of fiscal year 2011 (ended December 31, 2010) compared to 65% during the same period of fiscal 2010. The reduction is gross margin reflects a temporary pricing strategy as the company moves into new geographic markets and also its strategy to expand its focus on large businesses in addition to small-to-medium size businesses.

Operating Expenses

Sales, General and Administrative Costs

SG&A for the nine month period December 31, 2010 was $2,463,181, which includes stock based compensation of $319,628, compared to $2,135,952 for the same period of the prior fiscal year, which includes stock based compensation of $394,957. Excluding the stock based compensation, SG&A in the current fiscal year period increased $402,558 due to the addition of sales and engineering professionals, increased marketing costs reflecting the company’s increased presence at industry conferences and increased Internet advertising, and the cost of Directors and Officers insurance, which the company added during the first quarter of fiscal 2011.

SG&A for the three month period December 31, 2010 was $739,065, which includes stock based compensation of $11,166, compared to $689,575 for the same period of the prior fiscal year, which includes stock based compensation of $7,847. Excluding the stock based compensation, SG&A for the three month period December 31, 2010 increased $46,171 The company added to its engineering staff to support the continued development of leading-edge features including IPTV, instant messaging capabilities for mobile phones and softphone dialers Apple products.

Net Income (Loss)

The Company incurred a net loss for the nine month period ending December 31, 2010 of $(510,321) or $(0.01) per basic share compared to a loss of $(549,903) or $(0.02) per basic share for the nine month period ended December 31, 2009. Excluding stock based compensation, the Company incurred a net loss of $(190,693) compared to $(154,946) during the nine month periods ended December 31, 2010 and 2009, respectively.

The Company incurred a net loss for the three month period ending December 31, 2010 of $(42,407) or $(0.00) per basic share compared to a loss of $(47,985) or $(0.00) per basic share for the three month period ended December 31, 2009. Excluding stock based compensation, the Company incurred a net loss of $(31,241) compared to $(40,138) during the three month periods ended December 31, 2010 and 2009, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2010 we had $337,233 in cash and cash equivalents. On May 26, 2010 the Company raised $690,000 through the sale of shares of Company stock, which was accomplished through advice and support of professional investment consultants. Additional capital may be required in order to grow and sustain operations over the next twelve months. In addition, unless the Company becomes profitable and begins generating sufficient cash flow, 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. Management believes that, if the Company’s operational cash flow is not sufficient to support its operational and/or its marketing strategy, its short-term capital needs could range between $500,000 and $1,500,000 for which it would most probably seek to raise the capital in the equity markets.

Long term capital needs of the company highly depend upon the amount of time it takes for us to achieve market penetration. If we are successful in growing market share and developing new markets around the world, it will be necessary for us to hire additional employees to support an expanding client base. If additional working capital is needed to support an expanded operation, we will seek such capital in the form of debt and/or equity. Management believes that the Company’s long term capital needs could potentially range between $1,500,000 and $3,000,000.

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. In the short term, should the release of our new features and modules take longer than we anticipate capital will be required to finance the engineers working on these products. Long term, once the products are fully developed and enhanced, capital will be required to expand the marketing prospects into different regions and markets

CRITICAL ACCOUNTING PRONOUNCEMENTS

Our significant accounting policies are summarized in Note 2 of our financial statements included in our report on 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 affected 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

Based upon their evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures were not effective as they prinicipally relate to the disclosure of compensation amounts as reported and enhanced Management’s Discussion and Analysis in our Form 10-K for the fiscal year ended March 31, 2010, filed on June 29, 2010. It was determined that the cause for the misstatement was due to a lack of multiple levels of internal review prior to the filing the Form 10-K with the SEC.

Our management has been actively engaged in the planning for, and implementation of, remediation measures to address our control deficiencies and to enhance our overall financial control environment. This is necessary for us to maintain a strong control environment, high ethical standards, and financial reporting integrity.

On September 30, 2010, we appointed Andrew Millet, as the Chairman of our newly formed Audit Committee to mitigate the risk of misstating compensation amounts. Thereafter the figures are reviewed by our auditor.

We intend to consider the results of our remediation efforts and related testing as part of our year-end 2011 assessment of the effectiveness of our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Removed and Reserved.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number	Descriptions

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	VOICESERVE, INC.

Date: February 11, 2011	By:	/s/ Michael Bibelman
		Michael Bibelman
		Chief Executive Officer

Date: February 11, 2011	By:	/s/ Alfred Stefansky
		Chief Financial Officer and Principal
		Accounting Officer

Attached files

VOICESERVE INC Reports

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