10KSB 1 form10ksb.htm WOIZE INTERNATIONAL LTD. FORM 10-KSB Woize International Ltd. Form 10-KSB
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
Form 10-KSB
 
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
 
1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2007
 
[_] TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
 
1934 FOR THE TRANSITION PERIOD FROM __________ TO ________________
 
COMMISSION FILE NUMBER ________________________________
 
Woize International Ltd.
(Name of small business issuer in its charter)
 
NEVADA
99-039022
 (State or other jurisdiction of incorporation or organization)
 (I.R.S. Employer Identification No.)

 
3rd Floor, 14 South Molton Street,
London W1K 5QP, United Kingdom
(Address of principal executive offices) (Zip Code)
Issuer's telephone Number: +44 (1) 20 71016560
 
Copies to:
Richard A. Friedman, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
 
Securities registered under Section 12(b) of the Exchange Act: None
 
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
 
value $.001
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [_]
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
 
State issuer's revenues for its most recent fiscal year. $131,348.
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of July 12, 2007 based upon the closing price of the Common Stock as quoted on the Over the Counter Bulletin Board (OTCBB) on July 11, 2007, was approximately $6,496,554.
 
As of July 12, 2007, the issuer had 61,871,947 outstanding shares of Common Stock.
 

 

Item 1.
Description of Business
4
Item 2.
Description of Property
6
Item 3.
Legal Proceedings
6
Item 4.
Submission of Matters to a Vote of Security Holders
7
     
PART II
   
     
Item 5.
Market for Common Equity and Related Stockholder Matters
7
Item 6.
Management's Discussion and Analysis or Plan of Operation
9
Item 7.
Financial Statements
13
Item 8.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
13
Item 8A.
Controls and Procedures
13
Item 8B.
Other Information
13
     
PART III
   
     
Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
14
Item 10.
Executive Compensation
15
Item 11.
Security Ownership of Certain Beneficial Owners and Management...
16
Item 12.
Certain Relationship and Related Transactions
17
Item 13.
Exhibits
17
Item 14.
Principal Accountant Fees and Services
18
     
SIGNATURES
 
18



2

 
This annual report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under Item 1. Description of Business" and Item 6. "Management's Discussion and Analysis", including under the heading "- Risk Factors" under Item 6. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance.
 
To the extent that statements in the annual report is not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, All forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this annual report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Other important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the Company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-KSB; its quarterly reports on Forms 10-QSB; and any reports on Form 8-K. In addition, the company disclaims any obligation to update or correct any forward-looking statements in all the Company's annual reports and SEC filings to reflect events or circumstances after the date hereof.
 
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PART I
 
ITEM 1. DESCRIPTION OF BUSINESS.
 
Overview
 
On December 9, 2005, our predecessor Bravo Resources Ltd. acquired all of the issued and outstanding capital stock of Woize Limited., a United Kingdom company, ("Woize" or "Woize Ltd") in exchange for 27,000,000 million shares of our common stock in a reverse acquisition transaction. Since all of our operations are now conducted through our wholly owned subsidiary, Woize, Ltd., we changed our name to Woize International Ltd., effective as of December 9, 2005.
 
Woize Ltd. was incorporated November 22, 2001 under the Companies Act 1985, United Kingdom, under the name Netx.Com Limited and changed its name to Woize Ltd. on March 9, 2004. Woize has developed and refined a digital telephony service based upon voice over internet protocol ("VoIP") for PC to PC and PC to phone communications using a Windows client application for PC and PDAs and a proprietary software solution. Woize was dormant until December 2004. On December 9, 2005, Woize was acquired by Bravo Resources Ltd. Bravo Resources Ltd was organized under the laws of the State of Nevada on November 19, 2002, to explore mining claims and property in the Province of Quebec, Canada. From inception until November 2005, the Company investigated mining projects and related opportunities.
 
Business overview

During the year ended March 31, 2007, we have largely been engaged in the continued development of our VoIP and ‘Click to Call’ (“C2C”) technology (“IPR”), described below. Subsequent to March 31, 2007, we commenced business development activity with the objective of starting to commercially exploit this technology. Our strategy includes, focusing on the following: (i) direct sales of business to business solutions built around our core technology; and (ii) seeking alliances and revenue sharing joint ventures with companies who are synergistic with us and are well positioned to make commercial use of the IPR.

During part of the year ended March 31, 2007, we operated a VoIP service through our web site to individuals. However, revenues from this activity were $44,000. Our management does not believe that offering low cost VoIP telephony is and will not be a major aspect of our ongoing strategy because of the low margins involved. However, we will continue to make a VoIP service available on our web site and expect to re-launch this shortly.
 
Interruptions to development program and VoIP service

We have been involved in an ongoing dispute with a number of our service providers regarding certain invoices submitted to us for services allegedly provided by the service providers. As a result of the dispute, the service providers have withheld their services and accordingly our system has become unavailable to our customers and we are no longer able to offer a VoIP service on our website. The Woize system which delivers our IP-telephony services to end users became unavailable when the supplier of our hosting environment terminated its contract with Woize, in March 2007. In addition, at around the same time, other service providers, to whom Woize subcontracted the development and maintenance of parts of the Woize system also terminated their contracts with the Company, or otherwise withheld services to us. In addition, these service providers have refused to hand over to Woize, the development work, which pursuant to the applicable agreements, are the property of Woize, and are also holding, and refusing to release, other property of Woize .

In aggregate, the various suppliers are claiming approximately $550,000 from Woize. Many of these claims are not adequately substantiated and some are unsupported. We have requested that the suppliers substantiate the claims but in most instances relevant and appropriate support has not been provided with adequate supporting documentation.

We have attempted to negotiate the resolution of this dispute both expeditiously, however, we have to-date been unable to reach an agreement with the service providers. We may determine to take appropriate legal action to obtain compliance with the terms of the agreements with the various service providers and to secure return of our unlawfully witheld property.

4




Ongoing strategy

In the light of the interruptions described above we have determined to realign our short term strategy as follows:

1.  
Recover and catalogue the IPR that the Company  had developed with Woize through our prior relationships with the service providers, which was, to varying degrees, work in process at the date that the suppliers terminated their relationship with Woize. Our intention is to delay the use of this IPR for future commercial application. Although, we have recovered important IPR; certain IPR, which was work in process at the time that the suppliers disrupted the development program, requires the future support of the sub-contractors or significant new investment by Woize to complete the recovery.

2.  
Direct our main business development and technical support effort on building and developing the Woize’s ‘Click to Call’ (‘C2C’) “business to business” solutions, which management believes has considerable potential.

3.  
Temporarily delay further work on our ongoing development program and concentrate our business development around established IPR. This will include working with (i) companies with less sophisticated VoIP or C2C technology who have an established customer base and strong business development capability (ii) companies who have advanced communication technology that is synergistic with Woize’s IPR and would benefit from working with Woize to mutual gain; and (iii) marketing companies who sell business solutions which would benefit from the inclusion of Woize’s VoIP or C2C IPR. Management believes that these strategies may lead to license revenues for use of Woize’s IPR, joint venture revenue sharing arrangements with marketing companies (especially new marketing companies that focus on internet and telephony based solutions) or direct sales of customized business solutions using the sophisticated  features of Woize’s IPR.

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ITEM 2. DESCRIPTION OF PROPERTY.
 
During the year ended March 31, 2007, we conducted our development operations from two locations in Sweden, in Stockholm and Lulea. We also have use of a London office located at 1 Kingsway which we use free of charge because of its small size and the fact that it is occupied by a commercial partner of ours.
 
On March 1, 2006, we entered into a lease agreement for a term of three years for our Stockholm office. This lease has a base rent of SEK 982,000 per year (USD$133,787), with a discount of SEK 320,000 (USD$43,596) for the first year of the term and SEK 75,000 (USD $10,217) for the second year of the term. We have sub-let office space to three technology companies. With the decision to temporarily curtail ongoing development activity we no longer need such space and we are in negotiation with the landlord to terminate the lease. The Lulea premises are the main office of one of our development contractors who made space available for two of our employees to work alongside their outsourced team. We no longer need this space and have therefore vacated it without any ongoing obligation.
 
ITEM 3. LEGAL PROCEEDINGS.
 
We are involved in the following threatened or actual legal actions:
 
On November 25, 2004, the Company was notified of a potential claim of copyright infringement which was rebutted by letter on November 30, 2004. There has been no further substantive correspondence in relation to this matter since December 15, 2004.
 
On August 28, 2006 the Company was notified of a potential claim by a company that processed credit card payments by end users of Woize's web based VoIP system. The payment Company alleged that it was entitled to penalties in respect of fraudulent  use of credit cards by end users, of which Woize has no knowledge. Woize  rebutted the potential claims by letter dated September 22, 2006. During April 2007, the payment supplier repeated its allegations and Woize immediately rebutted, as previously. There has been no further correspondence.
 
We have been involved in an ongoing dispute with a number of our service providers regarding certain invoices submitted to us for services allegedly provided by the service providers. As a result of the dispute, the service providers have withheld their services and accordingly our system has become unavailable to our customers and we are no longer in a position to be able to offer a VOIP service on our website. The Woize system which delivers our IP-telephony services to end users became unavailable when the supplier of our hosting environment terminated its contract with Woize in March 2007. In addition, at around the same time, other service providers, to whom Woize subcontracted the development and maintenance of parts of the Woize system also terminated their contracts with the Company, or otherwise withheld services to us. In addition, these service providers have refused to hand over to Woize, the development work, which pursuant to the applicable agreements, are the property of Woize, and are also holding, and refusing to release, other property of Woize limited. In aggregate, the various suppliers are claiming approximately $550,000 from Woize. Many of these claims are not adequately substantiated and some are unsupported. We have repeatedly requested that the suppliers substantiate the claims but in most instances have not been provided with adequate supporting documentation. We have attempted to negotiate the resolution of this dispute both amicably and expeditiously. However, we have been unable to reach an agreement with the service providers. These claims are robustly disputed by Woize and both Woize and the Company are presently compiling a robust defense and a series of counter claims for damages against each of the Consortium Suppliers. We have provided prudently for these claims in the financial statements set out in Item 7. Woize received writ of summons regarding these claims on July 5, 2007 and is presently engaged in preparing its defense and formal counter claim.
 
On June 15, 2007, we were served a petition to wind up the Company under Chapter 7 of US Bankruptcy code in the district of Nevada by Big Ben Venture Partner Inc. This action was taken to secure payment by the claimant of $58,549 in unpaid invoices. Subsequently the Company has negotiated settlement of this claim by agreement to pay $18,827 in cash and the balance by an issuance of 300,000 shares of common stock to the claimant. As a result the petitioner and the Company successfully petitioned the court to dismiss the said winding up petition, which dismissal occured on July 13, 2006.
 
On June 26, 2007, the Company became aware, through one of its current directors who is cited as a Defendant,  that it may be named, as a plaintiff, in litigation proceedings by an internet hosting company against multiple defendants So far as the company has been made aware, such proceedings are dated and issued in February, 2007. The claim appears to relate to alleged improper email spamming activity, apparently in periods prior to the reverse acquisition, by many companies and individuals named in the summons. In connection with this alleged litigation the Company has not been served with any court summons, has had no communication from the court or the claimant and has not had any specific allegations made against it either directly or indirectly. We can not be certain about whether this or any claim will ever be served on the Company in connection with these allegations. To the best of the knowledge of the directors of the Company, The Company has not committed any offence and has not been engaged in any of the activities that are referred to in the copy documentation that has been shown to us.
 
We are not involved in any other 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, our subsidiary or of our company's or our subsidiary's officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect; other than as described above.
 
6

 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 
 
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
Our common stock has been listed for quotation on the OTC Bulletin Board since December 3, 2004 under the symbol "BVOL". On January 3, 2006, the Company completed a name and symbol change to Woize International Ltd. "WOIZ".
 
 

2005
 
High
Low
Quarter ended March 31, 2005
 
$0.90 (1)
$0.05(1)
Quarter ended June 30, 2005
 
$0.93
$0.51
Quarter ended September 30, 2005
 
$3.20
$0.35
Quarter ended December 31, 2005
 
$2.85
$1.75
       
2006
 
High
Low
Quarter ended March 31, 2006
 
$2.42
$1.32
Quarter ended June 30, 2006
 
$1.58
$0.40
Quarter ended September 30, 2006
 
$0.86
$0.44
Quarter ended December 31, 2006
 
$0.76
$0.16
       
2007
     
Quarter ended March 31, 2007
 
$0.27
$0.15
Quarter ended June 30, 2007
 
$0.22
$0.07

 
(1) The above prices reflect a three-for-one stock split that was affected February 18, 2005.
 
Holders
 
As of July 13, 2007, there were 40 record holders of our common stock.
 

7


 
Our operations are capital intensive and we will require working capital. Therefore, we will be required to reinvest any future earnings in its operations. Our Board of Directors has no present intention of declaring any cash dividends, as we expect to re-invest all profits in the business for additional working capital for continuity and growth. Any future determination to pay dividends on our common stock will depend upon our results of operations, financial condition and capital requirements, applicable restrictions under any contractual arrangements and such other factors deemed relevant by the our Board of Directors. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend we would not be able to pay our debts as they become due in the usual course of business; or (2) our total assets would be less that the sum of our total liabilities.
 

Recent Sales of Unregistered Securities

On November 29, 2006, we entered into a Purchase Agreement pursuant to which the Company sold an aggregate of 11,000,000 units to 9 accredited investors. Each unit consists of one share of common stock and one-half of one five year warrant to purchase one share of common stock of the Company. The units were sold at a price of $0.05 per unit or an aggregate of $550,000. The warrants have an exercise price of $0.10 per share and a term of five years. The private placement closed on December 29, 2006. The transaction was exempt from registration pursuant to Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act of 1933, as amended. The shares were issued in April, 2007.
 

8


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
Forward-Looking Statements
 
The information in this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about itself so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.
 
Overview
 
On December 9, 2005, our predecessor Bravo Resources Ltd. acquired all of the issued and outstanding capital stock of Woize Ltd., a United Kingdom company, ("Woize") in exchange for 27,000,000 million shares of our common stock in a reverse acquisition transaction. Since all of our operations are now conducted through our wholly owned subsidiary, Woize, Ltd., we changed our name to Woize International Ltd., effective as of December 9, 2005.
 
Woize Ltd. was incorporated on November 22, 2001 under the Companies Act 1985, United Kingdom, under the name Netx.Com Limited and changed its name to Woize Ltd. on March 9, 2004.
 
During the year ended March 31, 2007, the Company, through Woize, has largely been engaged in the continued development of its VoIP and ‘Click to Call’ (“C2C”) technology (“IPR”). Subsequent to March 31, 2007, it has commenced business development activity with the objective of starting to commercially exploit this technology. The Company’s strategy involves focus on (i) direct sales of business to business solutions built around our core technology in C2C and VoIP and (ii) seeking alliances and revenue sharing joint ventures with companies who are synergistic with Woize and are well positioned to make commercial use of the IPR. During the year Woize operated a VoIP service via its web site to individuals, although revenues were $44,000. The directors do not believe that offering low cost VoIP telephony is an area that they wish to pursue as a main focus of the Company’s ongoing strategy because of the low margins involved, although a VoIP service will still be made available on Woize’s web site as evidence of its expertise in VoIP and related technologies. The VoIP IPR will be used in the business to business solutions applications described above.

Investment in IPR

During the year ended March 31, 2007, we invested substantially ($1,073,431) in improving and broadening our Intellectual Property in the areas of VoIP and Click to Call.

This development work has been carried out by (i) our own specialist labor; and (ii) outsourced developers, with whom we had long term ongoing development contract arrangements.

As a result of this investment we have developed the following IPR:

-  
Version 2.6 of the Woize VoIP system was completed and launched in May, 2006 building upon the previous launch and reflecting many value added features
-  
Further functionality was developed in accordance with the established development plan through December, 2006 and included several completed advanced value added modules
-  
Woize’s proprietary C2C was improved throughout the year and now represents an advanced working solution which we use to create ‘white label’ solutions for business customers.
 

 
Critical Accounting Policies
 
The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
 
9

 
The Company believes the following critical accounting policies, among others, affect more significant judgments and estimates used in the preparation of the consolidated financial statements:
 
Estimates of the useful lives of equipment and software development costs.
 
Equipment is carried at cost less accumulated depreciation using the straight-line method over 3 years.
 
Software development costs representing intellectual property rights relating to software developed by internal and third party suppliers comprising the IPR are capitalized and are being amortized over a five year period using the straight-line method.
 
Revenue recognition
 
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sale price to the customer is fixed or determinable and when collectability is reasonably assured. Amounts received for revenue to be earned in future periods are deferred until all criteria for revenue recognition are satisfied.
 
Concentrations of credit risk
 
Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash, accounts receivable and amounts due from I Communities AB. The Company continually evaluates the credit worthiness of counterparties and only transacts with counterparties that are believed to be of high credit quality. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer's inability to meet its financial obligations, the Company records a specific reserve for bad debts against amounts due.
 
Liquidity and Capital Resources
 
We had cash of $5,885 as of March 31, 2007 compared to $662,472 as of March 31, 2006.
 
Net cash used in operating activities for the year ended March 31, 2007 was $1,182,420. For the year ended March 31, 2007, cash flow used in investing activities was $314,801. The amount used is related to the development of Woize’s IPR and purchases of equipment.
 
During the year ended March 31, 2007, we received proceeds from financing activities of $900,150 through private placements of common stock. The Offering was made in reliance upon the provisions of Regulation S under the Securities Act of 1933.
 

Results of Operations
 
Year Ended March 31, 2007
 
For the year ended March 31, 2007, we had a comprehensive loss of $2,498,982. We reported revenues of $131,348 and incurred costs and expenses of $2,570,814 of which $167,756 related to the amortization of software development costs capitalized and $790,176 related to development expenditure related to our IPR which has not been capitalized. Of the balance of our expenditures, $63,885 related to marketing and promotional costs, $584,246 related to legal and professional costs and $514,546 to general and administrative costs. Included within general and administrative expenses is consideration paid to Mr Danker, a previous Director and Officer of the Company, totaling $145,000 for services provided all of which has been covered by the issuance of stock and a convertible promissory note.
 
Our operations began during fiscal 2005/6, and throughout fiscal 2006/7 we continued to be in the early stages of building commercial activity and completing our IPR. in future periods we expect development expenditure to be substantially reduced as we focus of business development around our developed IPR and building revenues.
 
Revenues
 
Our revenues mainly comprise income earned through the provision of our VoIP services and the sale of C2C systems. During the year ended March 31, 2006, total revenues amounted to $205,098 compared to $131,348 during the year ended Match 31, 2007. The decline in revenues is caused by our decision to deemphasize the VoIP service as a source of major revenues because of the poor margin available and our preference to use our IPR to sell business to business solutions which deploy our sophisticated technologies. In addition, the disruption caused by the Consortium suppliers actions has a significant affect on our operations.
 
Costs and Expenses
 
10

Costs and expenses increased from $851,621 in the year ended March 31, 2006 to $2,570,814 in the year ended March 31, 2007. The principal causes of this were:
 
a)  
Increased amortization of our IPR (from $42,270 in the year ended March 31, 2006 to $167,756 in the year ended March 31, 2007), in line with the increased maturity of our business and the scale of investment in IPR.
 
b)  
Increased development expenditure which is expensed rather than capitalized which amounted to $790,176 during the year ended March 31, 2007 ($76,085 in the year ended March 31, 2006). This arises in part because of our inability to prudently treat certain development IPR which was work in process at the time of the damaging actions taken against us by the Consortium Suppliers and in part because of our need to incur development expenditure which is not specific to specified items of capitalized IPR, but is more generally associated with maintaining and improving our technology and know-how.
 
c)  
Marketing and promotional activity was significant for the first time in the year ended March 31, 2007 and amounted to $63,885 ($9,677 in the year ended March 31, 2006). This reflects our decision to place more emphasis on business development and preparing for larger scale sales activity in the near term.
 
d)  
We incurred significant legal and professional costs during the year ended March 31, 2007 of $584,246, compared to $233,608 in the year ended March 31, 2006; which is a reflection of increased commercial and securities law related activities and ramp up of activity during fiscal 2007.
 
e)  
Increases in general and administrative costs from $143,875 in the year ended March 31, 2006 to $514,546 in the year ended March 31, 2007. This increase was due to the ramp up of activity during fiscal 2007 and the larger scale of commercial activity. Included within this figure is the total consideration paid to Mr. Danker, a former Director and Officer of the Company amounting to $145,000 for services provided to the Company. This amount has subsequently been covered by the issuance of stock.
 
Cost of sales has increased from $151,065 in the year ended March 31, 2006 to $341,438 in the year ended March, 31, 2007. This increase arises because of ramp up of activity during fiscal 2007 and the fact that cost of sales represents a fixed cost element which is not variable with sales volume (which has declined).
 
Plan of Operations

Woize’s immediate priorities and focus will be as follows:

a)  
We are placing our main short term business development and technical support effort into building our business to business C2C business, which we believe to have considerable potential. This business involves using our C2C IPR to work with business customers and marketing intermediaries (who consult with their own customer basis and sell systems in partnership with us) who wish to build sophisticated promotional solutions into their web offerings to enable their customers to use interactive telephony and web based interaction to enrich on line commerce. Currently we have revenues amounting to some $4,000 per month, which is a reflection of the fact that we have only recently commenced business development activity, and we expect revenues to grow significantly.

b)  
In regards to our VoIP IPR, we have launched a new VoIP system to existing, past and future Woize VOIP customers, following the disconnection of the previous system and we will hold the richer ‘business to business’ features within the Woize VoIP IRP until such time as Woize is able to focus on business development around its VOIP IPR, which we expect to do in collaboration with third parties.

c)  
We have decided to temporarily hold further work, for now, on the ongoing development program and to concentrate on business development around established IPR. The directors intend that these strategies will include working with (i) companies with less sophisticated VoIP or C2C technology who have an established customer base and strong business development capability (ii) companies who have advanced communication technology that is synergistic with Woize’s IPR and would benefit from working with Woize to mutual gain; and (iii) marketing companies who sell business solutions and or services which would benefit from the inclusion of Woize’s VoIP or C2C IPR. The directors believe that these strategies may lead to (a) license revenues for use of Woize’s IPR, (b) joint venture revenue sharing arrangements with marketing companies (especially new marketing companies that focus on internet and telephony based solutions and services) or (c) direct sales of customized business solutions using the sophisticated features of Woize’s IPR. The directors believe that some these initiatives may result in synergistic merger and acquisition activity to build revenues in Woize by way of acquisition and merger as well as organically.
 
RISKS RELATED TO OUR BUSINESS
 
The market is growing for digital telephony services and consumers are adopting it at a high rate. We are one of only a few digital telephony companies that provide calling and instant messaging services to consumers. We differentiate ourselves from other competitors with our proprietary software solution and branding (reseller) services. However, we have identified risk factors that may have a material adverse impact on our operations as follows.
 
IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS WILL BE HARMED AND IF WE DO OBTAIN ADDITIONAL FINANCING, OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
 
We will require additional funds to sustain and expand our sales and marketing activities. Additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.
 
11


 
As a result of our net loss for the year ended March 31, 2007 of $2,439,466, a working capital deficit of $2,658,244 at March 31, 2007, accumulated deficit at March 31, 2007 of $3,085,989 and substantial obligations with no current resources to satisfy the obligations, our independent registered public accounting firm in their report on our consolidated financial statements for the fiscal year ended March 31, 2007, raised substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. Our net operating loss increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.
 
THE COMMUNICATIONS AND INFORMATION SERVICES INDUSTRIES ARE HIGHLY COMPETITIVE WITH PARTICIPANTS THAT HAVE GREATER RESOURCES AND A GREATER NUMBER OF EXISTING CUSTOMERS.
 
The communications and information services industries are highly competitive. Many of our existing and potential competitors have financial, personnel, marketing and other resources significantly greater than ours. Many of these competitors have the added competitive advantage of a larger existing customer base. In addition, significant new competitors could arise as a result of: (i) the recent increased consolidation in the industry; (ii) further technological advances; and (iii) further deregulation and other regulatory initiatives. If we are unable to compete successfully, our business could be materially adversely affected and we may be forced to cease operations.
 
OUR FUTURE SUCCESS DEPENDS ON THE GROWTH IN THE USE OF THE INTERNET AS A MEANS OF COMMUNICATIONS.
 
To be successful, digital communication requires validation as an effective, quality means of communication and as a viable alternative to traditional telephone service. Demand and market acceptance for recently introduced services are subject to a high level of uncertainty. The Internet may not prove to be a viable alternative to traditional telephone service for reasons including: (i) potentially inadequate development of the necessary infrastructure; (ii) lack of acceptable security technologies; (iii) lack of timely development and commercialization of performance improvements; and (iv) unavailability of cost-effective, high-speed access to the Internet.
 
If digital communication proves not to be a viable alternative to traditional telephone service, we may be forced to seek other alternatives and may be forced to cease our operations.
 
RAPID TECHNOLOGICAL CHANGES CAN LEAD TO FURTHER COMPETITION.
 
The communications industry is subject to rapid and significant changes in technology. In addition, the introduction of new products or technologies, as well as the further development of existing products and technologies may reduce the cost or increase the supply of certain services similar to those that we provide. As a result, our most significant competitors in the future may be new entrants to the communications and information services industries. Future success depends, in part, on the ability to anticipate and adapt in a timely manner to technological changes. If we are unable to quickly adapt new technological advances, we will be unable to remain competitive which will affect our results of operations.
 
OUR NEED TO OBTAIN ADDITIONAL CAPACITY FOR OUR SERVICES FROM OTHER PROVIDERS INCREASES OUR COSTS.
 
We continue to lease data storage capacity. Any failure in leasing capacity to us to provide timely service to us would adversely affect our ability to serve our customers or increase the costs of doing so. These changes could increase or decrease the costs of providing our services. Our business requires the continued development of effective business support systems to implement customer orders and to provide and bill for services. Any lapse or interruption in the delivery of these services to us will affect our ability to provide efficient and reliable service to our customers and may result in a loss of customers, which will affect our results of operations.
 

12



 
We believe that our future success will depend in part on our ability to attract and retain highly skilled, knowledgeable, sophisticated and qualified managerial, professional and technical personnel. Our business is managed by a small number of key executive officers, Anders Halldin, Martin Thorp and Daniel Savino. The loss of any of these key executive officers could affect our operations and profitability.
 
THE COMPANY MAY LOSE CUSTOMERS IF IT EXPERIENCES SYSTEM FAILURES THAT SIGNIFICANTLY DISRUPT THE AVAILABILITY AND QUALITY OF THE SERVICES THAT IT PROVIDES.
 
Our operations depend on our ability to avoid and mitigate any interruptions in service or reduced capacity for customers. Interruptions in service or performance problems, for whatever reason, could undermine confidence in our services and cause us to lose customers or make it more difficult for us to attract new customers.
 
FAILURE TO OBTAIN OR MAINTAIN PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, COULD NEGATIVELY IMPACT OUR ABILITY TO PROVIDE SERVICE TO OUR CUSTOMERS.
 
We hold trademarks and copyrights for the Woize name and our website. However, intellectual property and proprietary rights of others could prevent us from using necessary technology to provide digital telephony services. Technologies patented by others may be necessary for us to provide our services in the future. If necessary technology were held under patent by another person, we would have to negotiate a license for the use of that technology. We may not be able to negotiate such a license at a price that is acceptable. The existence of such patents, or our inability to negotiate a license for any such technology on acceptable terms, could force us to cease using the technology and offering products and services incorporating the technology
 
IF WE ARE REQUIRED TO REPAY OUR OUTSTANDING NOTE DUE ON DECEMBER 9, 2007, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS.
 
In connection with the Share Exchange Agreement by and among, Bravo Resources Ltd, Woize Ltd., St James’s Square Nominees Limited, Anders Halldin and Anders Forsberg dated as of November 1, 2005, we issued a promissory note to St James’s Square Nominees Limited in the principal amount of $1,500,000. The promissory note is due on December 9, 2007. We may enter into negotiations to have St James Nominees extend the maturity date of the Note or agree to take shares of our common stock in lieu of a cash payment. If we were required to repay the promissory note we would be required to use our limited working capital and raise additional funds. If we were unable to repay the note when required, the note holder could commence legal action against. Any such action may require us to curtail or cease operations.
 
RISKS RELATED TO OUR COMMON STOCK
 
THERE IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK. FAILURE TO DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR SHARES AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR SHAREHOLDERS TO SELL THEIR SHARES.
 
To date there is a limited trading market in our common stock on the OTC Bulletin Board. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for our shareholders to sell their shares or recover any part of their investment in us. The market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
 
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR COMMON STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
 
The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
 
- that a broker or dealer approve a person's account for transactions in penny stocks; and
 
- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

- obtain financial information and investment experience objectives of the person; and- make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
 
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
 
- sets forth the basis on which the broker or dealer made the suitability determination; and
 
- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
 
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.


ITEM 7. FINANCIAL STATEMENTS.
 
All financial information required by this Item is attached hereto at the end of this report.
 
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
None.
 
ITEM 8A. CONTROLS AND PROCEDURES
 
(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
 
 
ITEM 8B. OTHER INFORMATION.
 
None.
13



 
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
 
Information about the directors and executive officer follows:
 
NAME  
AGE
  POSITION AND TERM OF OFFICE
Daniel Savino  
34
  Chairman and Director
Anders Halldin  
48
  President and Director
Martin Thorp  
55
  Secretary and Director
 
 
Our Bylaws provide for a board of directors ranging from one to three members, with the exact number to be specified by the board. Currently we have three members serving on our Board of Directors. All directors hold office until the next annual meeting of the stockholders following their election and until their successors have been elected and qualified. The Board of Directors appoints officers. Officers hold office until the next annual meeting of our Board of Directors following their appointment and until their successors have been appointed and qualified.
 
Set forth below is a brief description of the recent employment and business experience of our directors:
 
DANIEL SAVINO, Director and Chairman since December 9, 2005. Since March 2000, Mr. Savino has been a consultant, providing company directors and management with advice in the areas of public and media relations. Mr. Savino has extensive knowledge in the areas of Institutional Sales, Trading, Corporate Advisory and marketing. Mr. Savino graduated from Langara College with a degree in International Business.
 
ANDERS HALLDIN, Director and President of the Company since December 9, 2005. Mr. Halldin co-founded Woize Ltd., and has served as Director since its inception in 2001. Previously, he co-founded the Interbizz Group, (an IT-company providing advanced software solutions for the global financial industry). From 1995 through 1999 he served as Managing Director for Interbizz and from 1999 through 2001 as CEO Interbizz B.V. From 1992 through 1995, Mr. Halldin was appointed Managing Director of AnyX Systems Integration AB, a company incorporated in the Upnet Group. From 1991 through 1992, Mr. Halldin was Director Telia Internet services (a Swedish telecommunication company), responsible to launch the first commercial Internet services outside the United States. From 1983 through 1990 he held several senior positions for Telia. Mr. Halldin graduated from college of advanced technology.
 
MARTIN THORP, Director and CFO of the Company since May 15, 2007 - Martin Thorp is a Fellow of The Institute of Chartered Accountants in England and Wales and a member of the Securities Institute in the United Kingdom. He resides in London and provides outsourced financial services, including serving as CFO to several companies, including three other companies quoted on the OTC Bulletin Board Companies. Until 2003 Mr. Thorp was the Global Managing Partner of Andersen Corporate Finance and served on the Global Management Team of Arthur Andersen, the international accounting firm.

Messrs. Halldin, Savino and Thorp are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. Insofar as Messrs. Halldin, Savino and Thorp are engaged in other business activities, we anticipate they will not devote all of their time to our affairs.

Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to us. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

We do not have any audit, compensation, and executive committees of our board of directors, although plans are in place to appoint such committees when the board is expanded, as we anticipate will occur during the year ending March 31, 2008.

Section 16(a) Beneficial Ownership Reporting Compliance.
 
14

 
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended March 31, 2007, all filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, except that a Form 3 in connection with the appointment of Martin Thorp as our CFO was not timely filed.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, due to the relatively low level of activity in the company. At a later time, the board of directors may adopt such a code of ethics.
ITEM 10. EXECUTIVE COMPENSATION.


EXECUTIVE COMPENSATION

The following table sets forth the cash compensation (including cash bonuses) paid or accrued by us to our Chief Executive Officer and our four most highly compensated officers other than the Chief Executive Officer from for the last two completed fiscal years
 
Name & Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option Awards
($)
 
Non-Equity Incentive Plan Compensation ($)
 
Change in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
 
All Other Compensation ($)
 
Total
($)
 
Anders Halldin
   
2007
2006
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
 
Martin Thorp (1)
   
2007
2006
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
   
11,000
-
   
11,000
-
 
Daniel Savino
   
2007
2006
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
   
-
-
   
-
3,000
   
-
3,000
 
Anders Danker (2)
   
2007
   
-
   
-
   
145,000
   
-
   
-
   
-
   
-
   
145,000
 
     
2006
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
 
Ben Hedenberg (3)
   
2007
   
-
   
-
   
-
   
-
   
-
   
-
   
75,924
   
 75,924
 
     
2006
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
 
 
(1)
Mr. Thorp, who was appointed as the Chief Financial Officer of the Company on January 20, 2007 and as a director on May 15, 2007 provides his services via a partnership established under the English law called The ARM Partnership (“ARM”). The amount shown in the table above as relating to Mr. Thorp includes amounts payable to ARM for all services provided by it to the Company (which includes Mr. Thorp’s compensation for his services to the Company.
 
(2)
On March 30, 2007 the Company issued 500,000 shares of Common Stock to Mr. Anders Danker, a former director and officer of the Company in respect of services provided by him whilst he was a director and officer. Mr. Danker resigned as a director on February 8, 2007. Under the terms of the termination agreement with Mr. Danker he was entitled to the aforementioned shares plus a cash payment of $120,000 or, if not paid, a further issuance of shares amounting to 2,400,000 shares of common stock. Mr. Danker served a conversion notice on the Company in April, 2007 and stock certificates for an additional 2,400,000 shares are in the process of being issued to him. The compensation payable to Mr. Danker included in the table above is comprised of the following two elements:
 
(3)
Mr. Hedenberg was terminated as the Company's Chief Financial Officer on October 31, 2006.
 
(a)
The initial 500,000 shares of common stock were valued at a recent stock issuance of  $0.05 giving a value of $25,000; plus

(b)
The remainder is valued at the market price of the 2,400,000 to be issued calculated at $120,000 using a recent stock issuance of  $0.05 per share.
     
  (c)
Mr. Ben Hedenberg served as the Companies Chief Financial Officer from August 7, 2006 to October 31, 2006. His compensation in the table above comprises amounts paid in cash of $45,924 and amounts satisfied by an agreement to issue him at a future date with 300,000 shares of common stock with a value of approximatley $30,000. This stock issuance is currently in the process.

15

Outstanding Equity Awards at Fiscal Year-End Table.

The Company does not have any employee stock compensation plans and has not issued any stock options awards or warrants to any of its employees, directors or officers.:
 
 
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 

 
Name and address of Beneficial Owner (1)
Common Stock
Beneficially Owned (2)
Percentage of
Common Stock (3)
Anders Halldin
-0-
-0-
     
Martin Thorp
-0-
-0-
     
Daniel Savino
#207 - 1040 Hamilton Street
Vancouver, B.C.
V6B 2R9 Canada 
1,500,000
2.42%
St James’s Square Nominee Limited (4)
7 Savoy Court
Strand
London, WC2R 0ER
England
27,000,000
43.64%
 
All officers and directors as a group (3 persons)
 
28,500,000
 
46.06%


 
(1) Except as otherwise indicated, the address of each beneficial owner is c/o our Company, 1 Kingsway, London WCB 6FX, United Kingdom
 
(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to the shares shown. Except where indicated by footnote and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of voting securities shown as beneficially owned by them.
 
(3) Based on 61,871,947 shares outstanding as of July 12, 2007.
 
(4) These shares are held for the benefit of Anders Halldin and Anders Forsberg.
 
Securities Authorized for Issuance under Equity Compensation Plans
 
We currently do not have any equity compensation plans.
 
16



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .
 
Through December 9, 2005 we had a Consulting Agreement with DoubleA AB (Ltd.), pursuant to which we made payments in the aggregate amount of USD$92,321 (SEK 667,507). DoubleA AB (Ltd) is a software development company specializing in developing strategic technologies. The company was, at that time 100% owned by Mr. Anders Forsberg. Approximately 44% of our shares are held by St James's Square Nominee Limited for the benefit of Anders Halldin (our Chief Executive Officer) and Anders Forsberg.
 
Through December 9, 2005 we had a Consulting Agreement with Iceman Media AB pursuant to which we made payments in the aggregate amount of USD$94,174 (SEK 680,888). Iceman Media AB specialized in advanced media and database solutions. Approximately 80% of the outstanding shares of Iceman Media AB (Ltd) are owned by the Linebrook Technologies BV. Linebrook Technologies was, at that time owned by Anders Forsberg and Anders Halldin, our Chief Executive Officer. Approximately 44% of our shares are held by St James's Square Nominee Limited for the benefit of Anders Halldin and Anders Forsberg.
 
ITEM 13. EXHIBITS.
 
Exhibit
 
 
Number   Description
2.1   Share Exchange Agreement by and between the Company and Woize Ltd. dated as of May 23, 2005 (Incorporated by reference to the Company's current report on Form 8-K filed with the SEC on December 15, 2005) Restated Articles of Incorporation (Incorporated by reference to the Company's Registration Statement on Form SB-1 which was filed on June 16, 2006, File number 333-106144).
     
3.2   Certificate of Change Pursuant to NRS 78.209 (Incorporated by reference to the Company's current report on Form 8-K filed with the SEC on February 18, 2005)
     
3.3   Certificate of Amendment to reflect name change to Woize International Ltd. (Incorporated by reference to the Company's current report on Form 8-K filed with the SEC on December 15, 2005)
     
3.4   Bylaws (Incorporated by reference to the Company's Registration Statement on Form SB-1 which was filed on June 16, 2006, File number 333-106144).
     
10.1   Purchase Agreement dated August 25, 2006 by and among Woize International Ltd. and the purchasers listed on Exhibit A thereto. (Incorporated by reference to the Company’s Form 10-QSB filed with the SEC on February 21, 2006).
     
10.2   Purchase Agreement dated November 29, 2006 by and among Woize International Ltd. and the purchasers listed on Exhibit A thereto. (Incorporated by reference to the Company’s Form 8-K dated December 29, 2006 and filed with the SEC on January 16, 2007).
     
31.1   Certification by Chief Executive Officer/Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification by Chief Executive Officer/Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
 
17


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
AUDIT FEES
 
For the fiscal year ended March 31, 2007 and 2006, our principal accountants Whitley Penn LLP are expected to bill approximately $111,000 and $85,000, respectively, for the audit of our annual financial statements and review of financial statements included in our Form 10-KSB and 10-QSB filings.
 
AUDIT-RELATED FEES
 
There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under "Audit Fees" for fiscal year 2007 and 2006.
 
TAX FEES
 
For the fiscal year ended March 31, 2007 and 2006, our principal accountant did not provide tax compliance, tax advice, and tax planning services to the Company.
 
ALL OTHER FEES
 
No other fees were billed by our principal accountants other than those disclosed above for fiscal years 2007 and 2006.
 
PRE-APPROVAL POLICIES AND PROCEDURES



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, thereunto duly authorized.
 
     
 
Woize International Ltd.
 
 
 
 
 
 
Date: July 16, 2007 By:   /s/ 
 
Anders Halldin
 
Chief Executive Officer
(Principal Executive Officer)
     
   
 
 
 
 
 
 
Date: July 16, 2007 By:   /s/ 
 
Martin Thorp
 
Chief Financial Officer
(Principal Accounting Officer)
 
 
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
SIGNATURE  
 TITLE
 DATE
       
/s/   
Chairman of the Board of Directors  
July 16, 2007
Daniel Savino      
       
/s/   
President & Chief Executive Officer July 16, 2007
July 16, 2007
Anders Halldin      
       
/s/       
Martin Thorp  
Chief Financial Officer & Director  
July 16, 2007 



18


 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
Years ended March 31, 2007 and 2006
Index

 
 
   
Page
   
Report of independent registered public accounting firm
F-2
   
Consolidated balance sheets
 
March 31, 2007 and 2006
F-3
   
Consolidated statements of loss and comprehensive loss
 
Years ended March 31, 2007 and 2006
F-4
   
Consolidated statements of stockholders' equity (deficit)
 
Years ended March 31, 2007 and 2006
F-5
   
Consolidated statements of cash flows
 
Years ended March 31, 2007 and 2006
F-6
   
Notes to consolidated financial statements
F-7 to F-15

 


F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Woize International Ltd.


We have audited the accompanying consolidated balance sheets of Woize International Ltd. and subsidiaries, as of March 31, 2007 and 2006, and the related consolidated statements of loss and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Woize International Ltd. and subsidiaries as of March 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has had recurring losses from operations, a net working capital deficiency and accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ Whitley Penn LLP

Dallas, Texas
July 13, 2007

 


F-2

 
Woize International Ltd. and Subsidiaries
CONSOLIDATED BALANCE SHEETS

 
         
           
 
         
           
   
March 31,
 
March 31,
 
   
2007
 
2006
 
           
ASSETS
         
           
CURRENT ASSETS
         
Cash
 
$
5,885
 
$
662,472
 
Accounts receivable, net of allowance
             
of $5,038 in 2007 and none in 2006
   
22,393
   
33,938
 
Prepaid expenses and security deposits
   
44,039
   
39,623
 
               
TOTAL CURRENT ASSETS
   
72,317
   
736,033
 
               
DUE FROM I-COMMUNITIES
   
-
   
350,559
 
               
EQUIPMENT, NET (Note 5)
   
61,357
   
62,157
 
               
SOFTWARE DEVELOPMENT COSTS, NET (Note 6)
   
718,216
   
602,717
 
               
TOTAL ASSETS
 
$
851,890
 
$
1,751,466
 
LIABILITIES & STOCKHOLDERS' DEFICIT                  
                   
CURRENT LIABILITIES
                 
Accounts payable and accrued liabilities:
 
 
             
Trade
     
 
 
$926,785
 
$317,416
 
Related parties
               
-
   
224,808
 
Convertible promissory note payable (Note 10 and 14)
               
120,000
     -  
Deferred revenue
               
264,254
   
221,816
 
Current portion of note payable - related party (Note 7)
               
1,419,522
   
-
 
                           
TOTAL CURRENT LIABILITIES
               
2,730,561
   
764,040
 
                           
NOTE PAYABLE - RELATED PARTY (less current portion) (Note 7)
               
-
   
1,310,755
 
                           
TOTAL LIABILITIES
               
2,730,561
   
2,074,795
 
                           
COMMITMENTS AND CONTINGENCIES
               
-
   
-
 
                           
STOCKHOLDER' DEFICIT
                         
                           
Preferred stock - $ 0.01 par value, authorized – 1,000,000 shares, issued – none
               
-
   
-
 
                           
Common stock - $ 0.001 par value, authorized – 150,000,000 shares, issued
                         
and outstanding - 48,305,280 and 47,370,280 shares, respectively.
               
48,305
   
47,370
 
                           
Capital in excess of par value
               
605,739
   
263,034
 
                           
Cash received in respect to common stock to be issued (Note 9)
               
600,000
   
-
 
                           
Accumulated deficit
               
(3,085,989
)
 
(646,523
)
                           
Accumulated other comprehensive income (loss)
               
(46,726
)
 
12,790
 
                           
TOTAL STOCKHOLDERS’ DEFICIT
               
(1,878,671
)
 
(323,329
)
                           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
             
$
851,890
 
$
1,751,466
 
 
 
 
See accompanying notes to consolidated financial statements.

F-3

 
Woize International Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
Years ended March 31, 2007 and 2006

   
2007
 
2006
 
               
REVENUE
 
$
131,348
 
$
205,098
 
               
COST OF SALES
   
341,438
   
151,065
 
               
               
GROSS PROFIT (LOSS)
   
(210,090
)
 
54,033
 
               
EXPENSES
             
Acquistion costs
   
-
   
163,006
 
Amortization of intangible assets
   
167,756
   
42,270
 
Legal, audit, professional and consultancy
   
584,246
   
233,608
 
General development costs
   
790,176
   
76,085
 
Marketing and promotion
   
63,885
   
9,677
 
General and administrative
   
514,546
   
143,875
 
               
     
(2,330,699
)
 
(614,488
)
               
INTEREST EXPENSE
   
(108,767
)
 
(32,035
)
               
               
NET LOSS BEFORE OTHER
             
COMPREHENSIVE INCOME (LOSS)
   
(2,439,466
)
 
(646,523
)
               
OTHER COMPREHENSIVE INCOME (LOSS)
             
Foreign currency translation gain (loss)
   
(59,516
)   
12,790
 
               
COMPREHENSIVE LOSS
 
$
(2,498,982
)
$
(633,733
)
               
LOSS PER SHARE, basic and diluted
 
$
(0.05
)
$
(0.02
)
               
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
   
47,633,842
   
33,211,816
 
               
 
See accompanying notes to consolidated financial statements.
 
F-4

Woize International Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Years Ended March 31, 2007 and 2006

                   
 
 
Accumulated
 
               
Cash received
 
 
 
other
 
           
Capital in
 
in respect
 
 
 
comprehensive
 
   
Common Stock
 
excess of
 
to common stock
 
Accumulated
 
income
 
   
Shares
 
Amount
 
par value
 
to be issued
 
deficit
 
(loss)
 
                           
Balance, March 31, 2005
   
2
 
$
4
 
$
-
 
$
-
 
$
-
 
$
-
 
                                       
Recapitalization of 
                                     
stockholders' equity 
                                     
on reverse acquisition 
   
46,088,230
   
46,084
   
(1,923,178
)
 
-
   
-
   
-
 
                                       
Sale of common stock at 
                                     
$ 1.95 per share (net 
                                     
of share issuance 
                                     
costs of $ 312,499) 
   
1,282,048
   
1,282
   
2,186,212
   
-
   
-
   
-
 
                                       
Net loss for the year 
   
-
   
-
   
-
   
-
   
(646,523
)
 
-
 
                                       
Other comprehensive income 
                                     
 Foreign Currency
                                     
 translation
   
-
   
-
   
-
   
-
   
-
   
12,790
 
                                       
Balance, March 31, 2006
   
47,370,280
   
47,370
   
263,034
   
-
   
(646,523
)
 
12,790
 
                                       
Sale of common stock at 
                                     
 $ 0.69 per share
   
435,000
   
435
   
299,715
   
-
   
-
   
-
 
                                       
Stock issuance (settlement with  
   
500,000
   
500
   
24,500
   
-
   
-
   
-
 
 former Director)
                                     
                                       
Cash received in respect  
                                     
 to common stock to
                                     
 be issued (Note 9)
   
-
   
-
   
-
   
600,000
   
-
   
-
 
                                       
Stock warrants issued 
                                     
 for consulting (Note 10)
    -     -    
18,490
    -     -     -  
                                       
Net loss for the year 
   
-
   
-
   
-
   
-
   
(2,439,466
)
 
-
 
                                       
Other comprehensive income (loss)
                                     
 Foreign currency translation
   
-
   
-
   
-
   
-
   
-
   
(59,516
)
                                       
                                       
Balance, March 31, 2007
   
48,305,280
   $
48,305
   $
605,739
   $
600,000
   $
(3,085,989
)
 $
(46,726
)
                                       
                                       
 
 
See accompanying notes to consolidated financial statements
 
 
 
 
 
F-5

 
 
Woize International Ltd. and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
Years ended March 31, 2007 and 2006

           
 
         
 
         
           
   
2007
 
2006
 
CASH FLOWS FROM OPERATING ACTIVITIES
         
Net loss for the year
 
$
(2,439,466
)
$
(646,523
)
Adjustments to reconcile net loss to net cash used in
             
operating activties:
             
Amortization of software development costs
   
167,756
   
42,270
 
Depreciation of equipment
   
32,346
   
2,980
 
Bad debt expense
   
64,567
   
-
 
      Convertible promissary note for services     120,000     -  
Stock warrants issued for consulting
   
18,490
   
-
 
Common stock issued for professional services
   
25,000
       
Imputed interest expense
   
108,767
   
32,035
 
Changes in operating assets and liabilities:
             
Account receivable
   
6,507
   
(33,938
)
Prepaid expenses and security deposits
   
(4,416
)
 
(39,623
)
Due from I-Communities
   
-
   
(350,559
)
Accounts payable and accrued liabilities
   
675,591
   
542,224
 
Deferred revenue
   
42,438
   
221,816
 
Net cash used in operating activities
   
(1,182,420
)
 
(229,318
)
               
CASH FLOWS FROM INVESTING ACTIVITIES
             
Purchases of equipment
   
(31,546
)
 
(65,137
)
Software development costs capitalized
   
(283,255
)
 
(644,987
)
Cash paid to effect the Bravo acquisition
   
-
   
(598,370
)
               
Net cash used in investing activities
   
(314,801
)
 
(1,308,494
)
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Proceeds from sale of common stock
   
900,150
   
2,187,494
 
               
EFFECT OF FOREIGN EXCHANGE ON CASH BALANCES
   
(59,516
)
 
12,790
 
               
INCREASE (DECREASE) IN CASH DURING THE YEAR
   
(656,587
)
 
662,472
 
               
CASH, beginning of year
   
662,472
   
-
 
CASH, end of year
 
$
5,885
 
$
662,472
 
               
Supplemental disclosure of cash paid for:
             
               
Interest
 
$
-
 
$
-
 
               
Income taxes
 
$
-
 
$
-
 
               
 
See accompanying notes to consolidated financial statements.
 
 
 
 
F-6

 

Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006

 
1. ORGANIZATION
 
Woize International Ltd. (the "Company") (formerly Bravo Resources Ltd.) was incorporated under the laws of the State of Nevada, United States of America, on November 19, 2002. On December 30, 2005, the Company changed its name from Bravo Resources Ltd.
 
Until December 9, 2005, the Company was considered a development stage company as defined by Statement of Financial Accounting Standards (“SFAS”)No. 7 and was a mining company in the development stage. The Company's principal activity from inception to December 9, 2005 was the acquisition of undeveloped mineral interests in the Province of Quebec, Canada. As discussed below, on December 9, 2005, the Company became involved in the business of digital telephony based upon voice over internet protocol (“VoIP”).
 
On November 1, 2005, the Company entered into a letter of intent with Woize Ltd., a United Kingdom corporation, St. James's Square Nominees Ltd., a private corporation registered in the United Kingdom, Anders Halldin and Anders Forsberg for the acquisition by the Company of all the issued and outstanding common stock of Woize Ltd. to be governed by a Share Exchange Agreement. Effective on December 9, 2005, the Company completed the acquisition of all the issued and outstanding shares of Woize Ltd. Under the terms of the Securities Exchange Agreement, the shareholders of Woize Ltd. received 27,000,000 shares of common stock, a note payable of $1,500,000 and $ 500,000 in cash in exchange for all of Woize Ltd..'s issued common shares. The note payable is due December 9, 2007 bearing 0% interest and hence interest of $221,280 was imputed and is being amortized over the term of the note.
 
As a result of this transaction, Woize Ltd. became a wholly-owned subsidiary of the Company. Since this transaction resulted in the former shareholders of Woize Ltd. acquiring control of the Company, for financial reporting purposes the share exchange is accounted for as an additional capitalization of the Company (a reverse acquisition with Woize Ltd. as the accounting acquirer). Woize Ltd. was deemed to be the purchaser and parent corporation for financial reporting purposes. Accordingly, the net assets of Woize Ltd. are included in the consolidated balance sheets at their historical book value.
 
The net liabilities of Woize International Ltd., the acquired entity and accounting subsidiary, were recorded at their historical cost basis, which approximates fair value at the date of acquisition, December 9, 2005.The net liabilities of the Company were recorded at their historical cost basis, which approximates fair value as follows:
 
 
 Cash   $ 8,506  
 Notes payable     (118,042 )
    $ (109,536 )
 
 
Woize Ltd. was founded in 2001 under the Companies Act (1985) of England and Wales, under the name NetEx Ltd. The Company is domiciled in the United Kingdom and was dormant until December 1, 2004, when it changed its name to Woize Ltd.
 
The initial focus of Woize Ltd.'s business was to develop a software solution for telecommunication over the Internet (the “Intellectual Property”). At the beginning of December 2004, Woize Ltd. started the development of the intellectual property by using certain software development companies as subcontractors. Since Woize Ltd. did not have any service resources, Woize Ltd. entered into a service agreement with BananaIsland AB to provide services in the areas of server capacity, internet and consulting. The service agreement also granted BananaIsland AB, the right to market and sell the Woize service in Sweden. Based on this, BananaIsland AB changed its name to Woize Scandinavia AB to include the "Woize" brand. Subsequently, Woize Scandinavia AB has changed its name again to I-Communities AB and it is hereinafter referred to by that, its current legal name.
 
 
 
F-7

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
 
 
Pursuant to a Services Agreement dated as of September 3, 2004 (the "2004 Services Agreement") between Woize Ltd. and I-Communities AB, I-Communities AB agreed to provide certain services related to the launch and market testing of the Woize Ltd. software platform and technical infrastructure services. These services included, among others, managed customer system services, support services, billing services, web management and marketing promotion. In accordance with the terms of the 2004 Services Agreement, the base fee for the services provided by I-Communities was 65,000 SEK or approximately USD $8,940 per week, including 40 hours of consultancy per week. The fees for additional consultancy services were an hourly rate of 650 SEK or approximately USD $89.40. Woize Ltd. and I-Communities have mutually agreed that due to the fact that the operation of Woize Ltd. was in its start-up phase there was no need to fully utilize the agreed services. Both parties agreed to utilize only the needed resources, thus limiting the cost and compensation involved.
 
On October 1, 2005, the Company entered into a Services Agreement (the "2005 Services Agreement") with I-Communities AB which replaced and superseded the 2004 Services Agreement. Pursuant to the terms of the 2005 Services Agreement, I-Communities AB agreed to provide the following services in Sweden and such other territories as the parties may agree to: (A) hosting services; (B) operation and support services; and (C) other consultancy service, including accounting and billing service, management of customer data records and statistics, managing third party suppliers to Woize, managing payment and fraud detection processes, and management and control of the production and delivery of free and prepaid scratch cards. The 2005 Services Agreement provided for fees as follows: (i) USD $80 - $125 per hour for consultancy services depending on mutually decided skill levels, (ii) $3,500 per month for server capacity, if fully utilized, (ii) communication fees of $4,700 per month for maximum capacity. The 2005 Agreement provides for an initial term of three years which shall continue thereafter unless terminated by not less than 90 business days notice.
 
The services provided to Woize Ltd. were only a limited part of the on-going business operation of I-Communities AB. The services outsourced to I-Communities AB, by Woize Ltd., were only a limited part of the operation of Woize Ltd..
 
The fees paid to I-Communities AB for the fiscal year ended March 31, 2006 was SEK 328,150 or approximately USD$ 45,262. The amounts invoiced by I-Communities in respect of this contract for the year ended March 31, 2007 amounted to SEK 852,800 or approximately USD$ 122,000. Woize Ltd. is currently in dispute with I-Communities as described in Note 4.
 
Through March 31, 2006, I-Communities AB provided VoIP services as agent for the Woize Ltd. via use of the Company's technology to customers in Sweden. Since April 1, 2006, Woize Ltd. has provided such services to the Swedish customers directly.
 
During the year ended March 31, 2007, the Company and its wholly owned subsidiary, Woize Ltd., (The Group) carried on activities focused on:
 
(a) The ongoing development of the VoIP Intellectual Property;
 
(b) The development of a related Intellectual Property referred to as “Click to Call” (“C2C”) technology;
 
(c) The operation of a VoIP telephony service via the Woize web site (www.woize.com);
 
(d) General development activity focused on refinements to the core VoIP and C2C technologies (jointly referred to as the “Intellectual Property” or “IPR”) to enhance and extend the capability and know-how of the Group in areas associated with its Intellectual Property;
 
(e) Initial commercial and business development to promote the sale of customized business to business solutions utilizing our IPR.
 
F-8

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
 
In conducting development activities the Group utilized its own labor, primarily based in leased office space in Stockholm, Sweden; and also sub-contracted various elements of development to sub-contractors based primarily in Sweden (referred to herein after as the “Sub-contract Development Suppliers”). The Group also subcontracts hosting, service desk and telephony connections services to third parties.
 
Subsequent to March 31, 2007, the Group has determined that it will, for now, no longer focus on further development of the Intellectual Property, but prioritize its resources on business development around the developed IPR. In particular the Company believes that there is considerable opportunity to use its VoIP and C2C IPR and know-how to build customized solutions for companies wishing to utilize this technology in their marketing and communications functions. In that regard it has now scaled down its own development resources to a minimal level required to maintain the IPR and to customize customer solutions; and its priority will be business development.
 
2. GOING CONCERN
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. However, the Company incurred a net loss which resulted in an accumulated deficit at March 31, 2007. The Company had a net loss of $2,439,466 for the fiscal year ended March 31, 2007. At March 31, 2007, current liabilities exceeded current assets by $2,658,244 and the Company had an accumulated deficit at March 31, 2007 of $3,085,989.
 
As more fully disclosed in Note 9, during December 2006 and January 2007, the Company raised $597,500 (net of commissions) by way of a private placing of Common Stock. In addition, as further discussed in Note 14, the Company recently raised a further $325,000 by way of a private placing of equity. The ongoing viability of the Company is dependent upon further equity financings (or similar financings), which can not be assured.
 
The ability of the Company to continue as a going concern is dependent on the successful implementation of its business plan, obtaining additional capital, and generating sufficient revenues and cash flows. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
In addition Woize Ltd. is facing substantial claims from various suppliers as described in Note 4, although Woize Ltd. and the Company will rigorously defend these claims and are compiling substantial counter claims in damages. As further described in Note 4, the outcome of these claims and counter claims is uncertain and may materially affect the ability of the Company to continue as a going concern.
 
The time required for the Company to become profitable is highly uncertain, and the Company cannot be assured that it will achieve or sustain profitability or generate sufficient cash flow from operations to meet working capital requirements. If required, the ability to obtain additional financing from other sources also depends on many factors beyond the control of the Company, including the state of the capital markets and the prospects for business growth. The necessary additional financing may not be available or may be available only on terms that would result in further dilution to the current owners of the Company's common stock. The financial statements do not include any adjustments to reflect the possible effect on recoverability and classification of assets or the amounts and classification of liabilities which may result from the inability of the Company to continue as a going concern.
 
F-9

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
 
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
A summary of the Company's significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:
 
Basis of accounting
 
The accounts are maintained and the consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
 
Principles of consolidation
 
The consolidated financial statements include the accounts of Woize International, Ltd.. and its wholly-owned subsidiary, Woize Ltd.. All significant intercompany transactions and balances have been eliminated in consolidation.
 
Use of estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.
 
Cash and cash equivalents
 
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At March 31, 2007 and 2006, the Company had no such investments.
 
Equipment
 
Equipment is recorded at cost. Expenditures for maintenance and repairs are expensed as incurred. Depreciation of equipment is provided using the straight-line method over the estimated useful life of 3 years.
 
Software development costs
 
The Company capitalizes the costs of developing and testing new or significantly enhanced software products in accordance with the provisions of SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed. Under SFAS No. 86, all costs incurred to establish technological feasibility of a computer product are charged to operations as incurred. After technological feasibility is established, costs of developing the computer software product are capitalized until the product is available for general release to customers. The Company capitalized $644,987 of software development costs during the year ended March 31, 2006 and a further $283,255 during the year ended March 31, 2007. No software development costs were capitalized prior to fiscal 2006. Capitalized software development costs are amortized using the greater of the amount computed by the ratio of current year net revenue to estimated future net revenue of the product, or the amount computed by the straight-line method over a period which approximates the estimated economic life of the products, which has been determined by management to be five years. The amount, by which unamortized software costs exceed the net realizable value, if any, is recognized in the period the excess is determined. Amortization of capitalized software charged to expense was $167,756 and $42,270 for the fiscal years ended March 31, 2007 and 2006, respectively.
 
Impairment of long-lived assets
 
The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amounts of the assets to future net cash flows expected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets based on estimated future cash flows. During the fiscal year ended March 31, 2007 and 2006, the Company recorded no impairment charges.
 
Revenue recognition
 
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sale price to the customer is fixed or determinable and when collectability is reasonably assured. Amounts received for revenue to be earned in future periods are deferred until all criteria for revenue recognition are satisfied.
 
F-10

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
 
 
Income taxes
 
Deferred income taxes are determined using the liability method in accordance with SFAS No. 109, Accounting for Income Taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are measured using enacted tax rates expected to apply to taxable operations in years in which such temporary differences are expected to be recovered or settled. The effect on deferred income taxes of a change in tax rates is recognized in the consolidated statement of operations of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
 
Advertising costs
 
Advertising costs are expensed as incurred. The Company incurred $63,885 and $9,677 in advertising costs for the years ended March 31, 2007 and 2006, respectively, which are included in marketing and promotion expenses in the consolidated statement of loss and comprehensive loss.
 
Translation of foreign currencies
 
The Company's functional currency is the British pound. All assets and liabilities in the consolidated balance sheets are translated at year-end or historical blended exchange rates. All revenues and expenses in the consolidated statements of loss and comprehensive loss are translated at average exchange rates for the year. Translation gains and losses are not included in determining net loss, but are shown in accumulated other comprehensive income in the stockholders' equity (deficit) section of the consolidated balance sheets.
 
Comprehensive loss
 
The Company reports comprehensive loss in accordance with the provisions of SFAS No. 130, Reporting Comprehensive Income. Comprehensive loss consists of net loss and foreign currency translation adjustments and is presented on the consolidated statements of loss and comprehensive loss.
 
Loss per share
 
The Company computes earnings per share in accordance with SFAS No. 128, Earnings Per Share. SFAS No. 128 provides for the calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. The impact of common stock warrants did not impact earnings per share as they were anti-dilutive, therefore basic and dilutive earnings per share are the same.
 
Concentrations of credit risk
 
Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company continually evaluates the credit worthiness of counterparties and only transacts with counterparties that are believed to be of high credit quality. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer's inability to meet its financial obligations, the Company records a specific reserve for bad debts against amounts due. The Company has fully reserved net amounts due from I-Communities (referred to in Notes 1 and 4) as a matter of prudence, in light of the dispute with that company and others, all described in Note 4.
 
Fair value of financial instruments
 
In accordance with the reporting requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued liabilities and deferred revenue approximate their carrying amounts due to the relatively short maturity of these instruments.
 
F-11

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
 
Recent Accounting Pronouncements

In September 2006, the SEC issued Staff Accounting Bulletin 108 (“SAB 108”), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements .  SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement.  The SEC staff believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in the quantification of a misstatement that, when all relevant quantitative and qualitative factors are considered, is material.  The Company adopted SAB 108 in the fourth quarter of 2006 and there was no impact on the Company’s results of operations or financial position.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company is currently evaluating the impact of SFAS No. 157 on its results of operations and financial position.

 
In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 , which clarifies the accounting for uncertainty in tax positions. FIN No. 48 requires that the Company recognize in its financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position.  The provisions of FIN No. 48 are effective in fiscal years beginning after December 15, 2006.  FIN No. 48 did not have an impact on the Company's results of operations or financial position. 
 
Reclassifications
 
Certain prior year amounts have been reclassified to conform with current year presentation.
 
4. SUPPLIER CLAIMS AND COUNTER CLAIMS
 

During January 2007, certain sub-contract development suppliers (defined in Note 1) served notice on Woize Ltd. of their intention to terminate their contracts with Woize Ltd., citing non-payment of overdue invoices as the reason. Woize Ltd. maintains that these subcontractors had failed to provide adequate support for their development work (and other services) to support the unpaid invoices and had asked for such support to enable it to consider making payment, as appropriate. During the course of these negotiations these subcontractors acted, in the opinion of the directors, precipitously to terminate contractual relationships with Woize. In addition to terminating contracts, the sub-contract development suppliers also acted in ‘consortium’, both together and with other suppliers, to bring concerted pressure on Woize Ltd. to settle invoices and other claims which were, to varying degrees, inadequately supported. The other suppliers, who acted in the ‘consortium’, were (a) suppliers of service desk solutions for our VOIP and Click to Call services; and (b) I-Communities AB (also referred to in Note 1) who invoiced Woize Ltd. for the supply of hosting services for Woize’s web based VOIP service. One of the development subcontractors also supplied Woize Ltd. with web hosting and administrative support services and managed the VOIP service on behalf of Woize.

In total, these various suppliers, acting in consortium (hereinafter referred to as the ‘Consortium Suppliers’), have claimed approximately $550,000 from Woize Ltd. A writ of summons in respect of these claims was delivered to Woize Ltd. on July 5, 2007, Woize Ltd. and the Company are presently engaged in preparing a robust defense and a series of counter claims for damages against each of the Consortium Suppliers and a defense against the claims made by the Consortium Suppliers.

Many of these claims made are, to varying degrees, not adequately supported. The claims include an unquantified claim, which is described as ‘exceeding $250,000’ (included as $250,000 in the total claim value of $550,000 referred to above) from I-Communities. This claim was subsequently disproved by Woize, but at the same time that this claim was disproved, I-Communities presented a new claim for ‘at least the same value as the previous claim’. This new claim is for unsupported losses incurred by I-Communities when it acted as Woize Ltd.’s agent for its VoIP service during 2004 and 2005 and not previously reported to Woize. Woize has no further reliable information relating to this claim.

Having withdrawn from their contractual arrangements with Woize Ltd., two of the Consortium Suppliers acted in concert to disconnect the servers providing the Woize VoIP system and refused to return certain property belonging to Woize which it was holding as subcontractor and or agent. This property included, amongst other items, the VoIP system client database and certain source code and operating documentation.

During January to April 2007, Woize International Ltd. sought to reach agreement with the various Consortium Suppliers to protect its subsidiary, Woize Ltd., from what it saw as aggressive and threatening behavior by the Consortium Suppliers with the primary objective of restoring the operating system and gaining the return of Woize property. It offered amicably and, in the spirit of goodwill, to (i) underwrite some of the amounts claimed provided that the adequate support requested by Woize Ltd. was subsequently made available and (b) to work in good faith with the suppliers concerned to investigate and negotiate the other claims made by them. The suppliers were not, however, prepared to make any compromise unless Woize International Ltd. agreed unconditionally to guarantee payment of all amounts claimed by all of the Consortium Suppliers. Woize International Ltd. would not have been acting responsibly to agree to this demand, given that certain of the claims had been disproved and others were both material and unsupported, and eventually negotiations with the Consortium Suppliers broke down.

As a result of these supplier actions, the Company and Woize have suffered considerable disruption to their business and, amongst other matters, has been unable to offer a VoIP service on the web site or to continue work on the development projects that were in process at the time that the consortium suppliers terminated their contracts. Woize International Ltd. is now in the process of compiling a substantial claim against each of the suppliers for substantial damages caused to Woize International Ltd. and Woize Ltd. through their various actions described above. This claim is expected to materially exceed the aggregate claims made by the various suppliers against Woize Ltd..

In accordance with generally accepted accounting principles the directors have taken a prudent approach to accounting for the various suppliers claims. The amounts claimed by the suppliers which were invoiced in the normal course of business and relate to periods prior to March 31, 2007, have been included in ‘accounts payable and accrued liabilities’ in the balance sheet at March 31, 2007, notwithstanding the fact that such amounts are not adequately supported and are disputed. Unsupported claims which, in the option of the directors, are unsubstantiated, amounting to some $300,000, have been excluded from the financial statements. In accordance with generally accepted accounting principles no amount has been recorded for potential proceeds or benefits, if any, which might be received from the counter claims which Woize International Ltd. and Woize Ltd. intend to make against the Consortium Suppliers.

Furthermore, as explained above, certain aspects of Woize’s IPR development program were disrupted by the supplier’s actions. This impacts the carrying value of IPR in our financial statements. IPR is, in line with the Company’s established accounting policy and in accordance with generally accepted accounting principles, carried in the consolidated balance sheets at cost less amortization. For prudence, any amounts which relate to IPR that was (i) work in progress at the time of the Consortium Suppliers dispute and which has not yet been fully reclaimed by Woize; and (ii) billed by subcontractors but not fully supported by them, have not been included as IPR in the balance sheet but, rather, expensed in the accompanying consolidated statements of loss and comprehensive loss as general development expense.


F-12

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006

 
5. EQUIPMENT
 
As of March 31, 2007 and 2006, equipment consisted of the following:
 
 
 
   
 2007
 
 2006
 
Equipment at cost   $ 96,683  
$
65,137
 
Less: Accumulated depreciation     35,326     2,980  
Equipment, net   $ 61,357   $ 62,157  
 
 
6. DEVELOPED SOFTWARE
 
As of March 31, 2007 and 2006, developed software consisted of the following:
 
 
   
  2007 
   
2006
 
 Cost   $ 928,242   $ 644,987  
 Less: Accumulated amortization     210,026     42,270  
    $ 718,216   $ 602,717  
 
Software development costs in process at March 31, 2007 and 2006 were $0 and $174,568, respectively.
 
As of March 31, 2007, developed software future amortization expense for each fiscal year ending March 31 is: $186,086 for 2008; $186,086 for 2009; $186,086 for 2010; $143,816, for 2011; and $16,144 for 2012
 
7. NOTE PAYABLE TO RELATED PARTY
 
The $1.5 million note payable to a related party entered into as part of the Bravo acquisition referred to in Note 1 is unsecured, due December 2007, and bears 0% interest, and hence interest of $221,280 was imputed at a rate of 8% and is being amortized over the term of the note. The note payable is shown net of imputed interest of $1,419,522 and $1,310,755 at March 31, 2007 and 2006, respectively.
 
8. COMMON STOCK
 
During the year ended March 31, 2006, the Company received proceeds from financing activities of $2,499,993 through a private placement of 1,282,048 "units" at a price of $1.95 per unit. Each unit consists of one share of common stock and one half (1/2) warrant; two such 1/2 warrants may be used to acquire one additional share of common stock at a price of $2.40 per share for a period of twenty-four months from December 9, 2005. The offering was made in reliance upon the provisions of Regulation S under the Securities Act of 1933. A fee of $312,499 was paid in connection with the offering. During January 2007 the warrants were re-priced by the Company at a new exercise price of $0.40.

In August 2006 the Company raised new capital by way of private placement of 435,000 shares of common stock to an investor for a net consideration of $300,150.


F-13

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006

 
9. CASH RECEIVED IN RESPECT OF COMMON STOCK TO BE ISSUED

The Company raised new capital by way of private placement of common stock. The stock purchases were contracted during November 2006 and resulted in net cash receipts received by the Company of $600,000. Of this amount $500,000 was received during December 2006 and the balance remaining in January 2007. 11,166,667 shares of common stock are to be issued pursuant to the placement; however, the stock certificates were not issued until April, 2007. The Company has accounted for the cash received as a separate line within Stockholders Deficit in the balance sheet. Warrants are also included in the placement with one half of a warrant to purchase a share of the Company’s common stock for $0.40 per share exercisable within 5 years, attached to 11,000,000 shares sold in the placement.


10.. STOCK, STOCK WARRANTS AND CONVERTIBLE  PROMISSORY NOTE ISSUED FOR SERVICES

On November 30, 2006, the Company entered into a consulting agreement with a company to provide certain consultancy services. The consideration payable under this agreement was $ 7,000 per month together with the issuance of warrants to subscribe for 150,000 shares of the Company’s common stock exercisable at any time at the option of the warrant holder, for a price of $0.22 per share, which was the market price of the Company’s shares at the date of the agreement. The Company used the Black Scholes method to value the warrants at $27,736 and is charging the expense in the accompanying consolidated statements of loss and comprehensive loss on a straight-line basis over the minimum life of the contract, which is six months. In applying the Black Scholes method the volatility factor used was 189%, the expected life used was 2.5 years, dividend yields of 0%, and the risk free rate of interest applied was 4.75%.

On March 30, 2007,  the Company issued 500,000 shares of common stock to, a former director and officer of the Company in respect of services provided by him while he was a director and officer. The director resigned on February 8, 2007. The shares have been valued, for the purposes of recording the expense in the accompanying consolidated statements of loss and comprehensive loss, at a recent issuance price of $0.05 per share, giving an aggregate value of $25,000. In addition, under the terms of the termination agreement with the director, he was also issued a convertible promissory note for $120,000, payable to him on March 31, 2007, or, if not paid, convertible into 2,400,000 shares (based on the Company's most recent offering of $0.05 per share) of the Company’s common stock. The convertible promissory note is shown on the accompanying consolidated balance sheet on a separate line within current liabilities. The convertible promissory note was converted into shares of common stock subsequent to March 31, 2007 (see note 14).
 
11. INCOME TAXES
 
Income tax expense or benefit is the sum of the Company's provision for current income taxes and the differences between the opening and ending balances of its deferred income tax assets and liabilities. All income taxes are related to foreign operations.
 
Income taxes differ from the result which would have been obtained by applying the statutory income tax rate of 19% to the Company's net loss before income taxes. The difference results from the following items:
 
 
 
   
 2007
 
 2006
 
 Expected income tax expense (benefit)   $ (463,499 ) $ (120,400 )
 U.S. GAAP permanent differences     32,933     18,395  
 Increase in valuation allowance     430,566     102,005  
 Effective income tax expense (benefit)   $ -   $ -  
 
 
 Deferred income tax assets  
 2007
 
 2006
 
 Net operating losses   $ 532,621   $ 102,005  
 Valuation allowance     (532,621 )   (102,005 )
 Net deferred income taxes   $ -   $ -  
 
At March 31, 2007 and 2006, Woize Ltd. had accumulated net operating losses of approximately $2,800,000 and $530,000, respectively which may be carried forward and charged against future taxable income.
 
12. RELATED PARTY TRANSACTIONS
 
Through December 9, 2005, the Company had a consulting agreement with Double A AB, pursuant to which payments were made in the aggregate amount of $92,321. Double A AB, a software development company specializing in developing strategic technologies, is 100% owned by Mr. Anders Forsberg.
 
At March 31, 2007, approximately 56% of our shares are held by St James's Square Nominee Ltd. for the benefit of our Chief Executive Officer and the aforementioned shareholder. As of March 31, 2007 there were no amounts owed to Double A AB. As of March 31, 2006,  $88,927 was owed to Double A AB, respectively, and was included in related party accounts payable in the accompanying consolidated balance sheets.
 
Through December 9, 2005, the Company had a consulting agreement with Iceman Media AB pursuant to which payments were made in the aggregate amount of $94,174. Iceman Media AB specializes in advanced media and database solutions. Approximately 80% of the outstanding shares of Iceman Media AB are owned by a company which was owned by our Chief Executive Officer and a shareholder. As of March 31, 2007,  no amounts were owed to Iceman Media AB. At March 31, 2006,  $135,881 was owed to Iceman Media AB and was included in related party accounts payable in the accompanying consolidated balance sheets.
 

F-14

 
Woize International Ltd.. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
 
During the year ended March 31, 2007, there were no transactions with any parties who are known to be related to the Company.
 
13. COMMITMENTS AND CONTINGENCIES
 
Woize Ltd. leases certain office space under operating leases, of which rent expense was approximately $116,000 and $20,000 net of sub-lease income of $22,000 and $0,  for the fiscal years ended March 31, 2007 and 2006, respectively.The sub-lease agreements are month -to-month.
 
Rent expense for Woize Ltd.’s operating lease, which included rental discounts over the term of the lease, is recorded using the straight-line method over the initial lease term whereby an equal amount of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. Generally, this results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the later years. The difference between rent expense recognized and actual rental payments is recorded as an accrued liability in the consolidated balance sheets.
 
Future minimum annual lease obligations as of March 31, 2007 are approximately as shown in the table below, however, Woize Ltd. is presently in negotiation with the landlord of the leased office who has offered to accept termination of the lease in return for Woize Ltd. leaving the premises, which it has done. These premises were previously used for software development activity which, as described in Note 1, is no longer an area of immediate focus.
 
 
 2008   $ 126,000  
 2009     137,000  
 Total future minimum lease obligations   $ 263,000  

The Company is responsible for the payment of stamp duty in the United Kingdom in connection with the reverse acquisition of Woize Ltd.. which stamp duty was due within 30 days from the closing of the acquisition. The amount payable is contingent upon determination of the value, for stamp, duty purposes, of the consideration issued by the Company in exchange for Woize Ltd.. The stamp duty of 0.5% will become payable once the valuation has been determined and the appropriate filings have been submitted to the United Kingdom's taxation authority. The stamp duty will be subject to audit by the taxation authorities. No amount has been recorded for this contingency as such amount cannot be estimated.
 
On November 25, 2004, the Company was notified of a potential claim of copyright infringement which was rebutted by letter on November 30, 2004. There has been no further substantive correspondence in relation to this matter since December 15, 2004.
 
On June 26, 2007, the Company became aware, through one of its current directors who is cited as a Defendant, that it may be named, in litigation proceedings by an internet hosting company against multiple defendants. So far as the Company has been made aware, such proceedings are dated and issued in February 2007. The plaintiffs also include a director of the Company. The claim appears to relate to alleged improper email spamming activity, apparently in periods prior to the reverse acquisition, by many companies and individuals named in the summons. In connection with this alleged litigation the Company has not been served with any court summons, has had no communication from the court or the claimant and has not had any specific allegations made against it either directly or indirectly. The Company can not be certain about whether this or any claim will ever be served on the Company in connection with these allegations. To the best of the knowledge of the directors of the Company, the Company has not committed any offence and has not been engaged in any of the activities that are referred to in the copy documentation that has been shown to us
 
On June 15, 2007,  the Company was served a petition to wind up the Company under Chapter 7 of US Bankruptcy code in the district of Nevada by a former CFO of the Company. This action was taken to secure payment by the claimant of $58,549 in unpaid invoices which has been accrued for in the accompanying consolidated balance sheets. Subsequently, the Company has negotiated settlement of this claim by agreement to pay $18,800 in cash and the balance by an issuance of 300,000 shares of common stock to the claimant. As a result the petitioner and the Company successfully petitioned the court to dismiss the said winding up order on July 13, 2007.
 
On August 28, 2006, the Company was notified of a potential claim by a company that processed credit card payments by end users of Woize’s web based VoIP system. The payment company alleged that it was entitled to penalties in respect of fraudulent use of credit cards by end users, of which Woize has no knowledge. Woize rebutted the potential claims by letter dated September 22, 2006. During April 2007, the payment supplier repeated its allegations and Woize immediately rebutted, as previously. There has been no further correspondence.
 
Material contingent liabilities and assets arise in connection with claims by and counter claims against certain suppliers as fully described in Note 4.
 
14. SUSEQUENT EVENTS
 
Subsequent to March 31, 2007, the Company contracted with investors to invest further new capital in the Company which resulted in net cash receipts receivable by the Company of $325,000. This investment round is currently in the process of being formally closed. Under the terms of the investment agreement 6,500,000 shares of Common stock are to be issued with 6,500,000 warrants attaching (one for each share purchased) to purchase a share of the Company’s common stock for $0.10 per share exercisable within five years. A commission of 8% of total gross proceeds is payable to a broker, payable in the Company’s common stock at the placing price of $0.05.

As explained in Note 10, during the year ended March 31, 2007, the Company issued a promissory note payable to a former director that had an option to convert into 2,400,000 shares of the Company’s common stock. In April 2007 the former director served a conversion notice on the Company in accordance with the terms of the note and stock certificates are in the process of being issued to him. Substantial new issues of common stock, made either side of the effective date of the promissory note, have been issued at a price of $0.05, which values the 2,400,000 shares issued at the face value of the promissory note ($120,000) and therefore the directors have concluded that it is reasonable that no beneficial discount is embedded in the promissory note, which was the Company’s intention when the note was issued.
F-15