UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: June 30, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________________              

Commission files number 000-5 1797

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.)

1 Kingsway, London WCB 6FX, United Kingdom

(Address of principal executive offices) (Zip Code)

44 (0) 20 749917630

(Registrant's telephone number)

(Former Name, Former Address and Former Fiscal Year, if changed since last Report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such Shorter period that the registrant was required to file such reports), and (2) Has been subject to such filing requirements for past 90 days.

|X| Yes _| No

Indicate by check mark whether registrant is a shell company (as defined in rule 12b-2 of the Exchange Act:

|_| Yes |X| No

As of August 18, 2008, 81,005,280 shares of common stock (par value $.001) were issued and outstanding and no shares of preferred stock were issued and / or outstanding.

1

WOIZE INTERNATIONAL LTD.

Index to Form 10-Q

PART 1 -- FINANCIAL INFORMATION	Page
Item 1. Financial Statements:	3
Item 2. Management's Discussion and Analysis or Plan of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	20
Item 4T.  Controls and Procedures	21
PART II - OTHER INFORMATION	22
Item 1. Legal Proceedings	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Default Upon Senior Securities	22
Item 4. Submission of Matters to a Vote of Security Holders	22
Item 5 Other Information	22
Item 6. Exhibits	23
Signatures	24

2

WOIZE INTERNATIONAL LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30			March 31,
	2008			2008
	(unaudited)			(Note 1)
ASSETS
CURRENT ASSETS
Cash	$	-		$	53,213
Accounts and notes receivable:
Trade receivable, net		140,257			-
Due from related party		214,692			-
Inventory, finished goods		36,560			-
Advance to merger candidate		-			200,000
Assets of a bankrupt subsidiary		-			77,898
TOTAL CURRENT ASSETS		391,509			331,111
EQUIPMENT   (Note 3)		15,617			-
INTANGIBLE ASSETS (Note 4)		529,565			-
TOTAL ASSETS	$	936,691		$	331,111
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts and notes payable:
Accounts payable	$	589,143		$	55,173
Bank overdrafts		51,682			-
Related party payables		68,000			40,655
Promissory note payable, related party, in default		1,500,000			1,500,000
Accrued liabilities		128,284			128,210
Liabilities of a bankrupt subsidiary		-			1,674,616
TOTAL CURRENT LIABILITIES		2,337,109			3,398,654
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Common Stock		107,588			95,255
Capital in excess of par value		2,649,928			2,393,521
Subscription receivable		(110,000	)		-
Accumulated deficit		(4,092,550	)		(5,576,894	)
Accumulated other comprehensive income		44,616			20,575
TOTAL STOCKHOLDERS’ DEFICIT		(1,400,418	)		(3,067,545	) )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	936,691\		$	331,111

See accompanying notes to consolidated financial statements

3

WOIZE INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended June 30,
	2008			2007
REVENUE	$	66,102		$	-
COST OF SALES		54,773			-
GROSS PROFIT (LOSS)		11,329			-
OPERATING EXPENSES
Depreciation of tangible assets		1,369			-
Amortization of intangible assets		24,415			46,521
Legal, audit, professional and consultancy		8,292			38,816
General development costs		-			-
Marketing and promotion		9,853			-
General and administrative		47,443			8,423
		(80,043	)		(93,760	)
INTEREST EXPENSE		(7,970	)		(28,851	)
LOSS FROM CONTINUING OPERATIONS BEFORE
PROVISION FOR INCOME TAXES		(88,013	)		(122,611	)
PROVISION FOR INCOME TAXES		-			-
LOSS FROM CONTINUING OPERATIONS		(88,013	)		(122,611	)
DISCONTINUED OPERATIONS
Loss on disposal of subsidiary Company		(2,151,039	)		(255,467	)
NET LOSS	$	(2,239,052	)	$	(378,078	)
BASIC AND DILUTED NET LOSS PER SHARE:
LOSS FROM CONTINUING OPERATIONS	$	(0.00	)	$	(0.00	)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX		(0.02	)		(0.01	)
NET LOSS	$	(0.02	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		98,630,280			60,017,735

See accompanying notes to consolidated financial statements

4

WOIZE INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)    

	Three months ended June 30,
	2008		2007
Net cash used in operating activities		(200,409)		(50,655)
INVESTING ACTIVITIES
Purchases of equipment		(16,986)		-
Net cash investing activities		(16,986)		-
				-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		112,500		90,000
Net cash provided by financing activities		112,500		90,000
EFFECT OF FOREIGN EXCHANGE ON CASH BALANCES		-		(22,296)
INCREASE (DECREASE) IN CASH DURING THE PERIOD		(104,895)		17,049
CASH, beginning of period		53,213		5,885
CASH, end of period	$	(51,682)	$	22,934
Supplemental disclosure of cash paid for:
Interest	$	-	$	-
Income taxes	$	-	$	-
NON CASH INVESTING AND FINANCING TRANACTIONS:
Conversion of debt into shares of common stock	$	-	$	120,000
Stock and warrants for the acquisition of Smart Devices	$	46,240		-

See accompanying notes to consolidated financial statements

5

WOIZE INTERNATIONAL LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the three months ended June 30, 2008

(Unaudited)

													Accumulated
													other
					Capital in								comprehensive
	Common Stock				excess of		Subcription			Accumulated			income
	Shares		Amount		par value		receivable			deficit			(loss)		Total
Balance, March 31, 2008		95,255,280		95,255		2,393,521		-			(5,576,894	)		20,575		(3,067,545	)
Sale of common stock		10,333,333		10,333		212,167		(110,000	)		-			-		112,500
Stocks in exchange for the acquisition of Smart Devices Inc.		2,000,000		2,000		38,000		-			-			-		40,000
Stock warrants issued for the acquisition of Smart Devices Inc.		-		-		6,240		-			-			-		6,240
Elimination of  disposed subsidiary		-		-				-			3,723,396			24,360		3,747,756
Comprehensive loss:
Net loss		-		-		-		-			(2,239,052)			-		(2,239,052)
Foreign currency translation loss		-		-		-		-			-			(319)		(319)
Balance, June 30, 2008		107,588,613	$	107,588	$	2,649,928	$	(110,000)		$	(4,092,550	)	$	44,616	$	(1,400,418)

6

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Unaudited)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated balance sheet as of March 31, 2008 has been derived from audited financial statements and the accompanying unaudited condensed consolidated financial statements as of June 30, 2008 and for the three months ended June 30, 2008 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the interim reporting requirements of Regulation S-X. They do not include all of the information and footnotes for complete consolidated financial statements as required by GAAP. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2008.

The results of operations for the three months ended June 30, 2008 and 2007 presented are not necessarily indicative of the results to be expected for the year

There is no provision for dividends for the quarter to which this quarterly report relates

2. ORGANIZATION

Woize International Ltd. (the "Company" or “we” or “us”) was incorporated under the laws of the State of Nevada, United States of America, on November 19, 2002.   In 2005, the Company acquired its United Kingdom operating subsidiary through a reverse merger.    Through its UK subsidiary, the Company was engaged in the following activity, principally in Sweden until May 2008:

(a) The ongoing maintenance of the VoIP Intellectual Property;

(b) The maintenance 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 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) Commercial promotion of the sale of customized business-to-business solutions utilizing our IPR.

The UK subsidiary was forced into bankruptcy in May 2008.  As a result, the Company has become a public shell company with no operations.  Subsequent to the subsidiary’s bankruptcy, the Company acquired a private company in the mobile communication device business.

The accompanying consolidated financial statements of Woize International Ltd. have been prepared assuming the Company will continue as a going concern. However, the Company incurred a net loss of $2,239,052 as at June 30, 2008 which included a loss of $2,151,039 on disposal of a subsidiary Company. At June 30, 2008, current liabilities exceeded current assets by $ 1,945,600.  The Company is in default under the terms of a $1.5 million related party promissory note.

7

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 and renegotiating the terms of the related party promissory note which became due on December 9, 2007.

The consolidated financial statements, insofar as they relate to continuing operations, do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.   

 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, Smart Devices Ltd acquired on June 2, 2008 All significant intercompany transactions and balances have been eliminated in consolidation. 

The Company did not consolidate its wholly-owned subsidiary Woize Ltd. as control subsidiary no longer rests with the Company because the subsidiary is in bankruptcy. The loss on disposal of the subsidiary was $2,151,039 for the three months ended June 30, 2008.  See footnote 9.

Reclassifications

Certain prior-year amounts have been reclassified for comparative purposes to conform to the current-year presentation.

Use of estimates

The preparation of consolidated 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 June 30, 2008, 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.

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.

8

Discontinued operations

Discontinued operations are presented pursuant to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (as amended).   The Company reports businesses or asset groups as discontinued  operations when they commit to a plan to divest the business or asset group and it is deemed probable within the next 12 months.  

Inventory

Inventory is valued at the lower of cost and net realizable value, after making due allowance for obsolete and slow moving items.

Intangible Assets

Amortization is provided using the following rates:

Website	33% straight line
Customer base	20% straight line
Supplier base	20% straight line

9

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Unaudited)

Revenue recognition

The Company’s principal business activity primarily comprises the sale of mobile electronic communication devices and other related equipment to third parties.

Revenue is recognized when delivery has occurred and when collectability is reasonably assured.. 

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.

Translation of foreign currencies

The Company's functional currency is the British pound. All assets and liabilities in the consolidated balance sheet 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' deficit section of the consolidated balance sheets.

Comprehensive loss

The Company reports comprehensive income (loss) in accordance with the provisions of SFAS No. 130, Reporting Comprehensive Income . Comprehensive income (loss) consists of net loss and foreign currency translation adjustments and is presented on the consolidated statements of stockholders deficit.

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 totaling 21,907,691 did not impact earnings per share as they were anti-dilutive, therefore basic and dilutive earnings per share are the same.

10

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Unaudited)

Concentrations of credit risk, allowance for bad debt

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. At June 30, 2008, no reserve allowance was deemed necessary as management believes the accounts receivable to be fully collectible.

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.

Share-based Payment Arrangements

Effective January 1, 2006, the Company adopted SFAS No. 123R, Share-based payment, which requires that compensation related to all stock-based awards, including stock options and restricted common stock, be measured based on their estimated grant-date fair value and recognized into expense over the period in which the share-based compensation is earned (“requisite service period”). The Company used the modified prospective application method in adopting SFAS No. 123R, whereby the estimated fair value of unvested stock awards granted prior to January 1, 2006 was recognized as compensation expense in periods subsequent to December 31, 2005. The Company has estimated expected forfeitures, as required by SFAS No. 123R, and is recognizing compensation expense only for those awards expected to vest. The Company records compensation expense for the grant date fair value of option awards over the service period as the option vests.

In light of the significant judgment used by management in establishing revised measurement dates, alternative approaches to those used by us could have resulted in different stock-based compensation expenses than those recorded in the consolidated financial statements. We considered various alternative approaches and believe that the approaches used were the most appropriate under the circumstances.

Recent accounting pronouncements

In 2008, the Securities and Exchange Commission (the “SEC”) adopted rule amendments that replace the category of “Small Business Issuers” with a broader category of “Smaller Reporting Companies.”  Under these rules, a "Smaller Reporting Company" is a company with a public float less than $75,000,000 (measured at end of Q2).  Companies that meet this definition are able to elect "scaled disclosure standards" on an item-by-item or "a-la-carte" basis.  With this change, the SEC has streamlined and simplified reporting for many companies, and has not added any significant disclosure requirements.

11

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Unaudited)

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure, on an item-by-item basis, specified financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, the provisions of which are required to be applied prospectively. The Company believes that SFAS 159 should not have a material impact on the consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business Combinations" ("SFAS No. 141R"). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing GAAP until January 1, 2009. The Company expects SFAS No. 141R to have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. The Company is still assessing the impact of this pronouncement.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160" ("SFAS No. 160"). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company believes that SFAS 160 should not have a material impact on the consolidated financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"). SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

The current Company policy classifies any interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as selling, general and administration expense. There were no interest or selling, general and administrative expenses accrued or recognized related to income taxes for the year ended June 30, 2008. The Company has not taken a tax position that would have a material effect on the financial under FIN 48. It is determined not to be reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within 12 months of the adoption of FIN 48. The Company is currently subject to a three year statute of limitations by major tax jurisdictions.

12

Woize International Ltd. and Subsidiaries

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(unaudited)

4. EQUIPMENT

	June 30, 2008		March 31 2008
Equipment - at cost	$	94,437	$
Less: Accumulated depreciation		78,820
Equipment, net	$	15,617	$	nil

5. INTANGIBLE ASSETS

	June 30,		March 31,
	2008		2008
Website	$	171,962	$
Customer base		190,000
Supplier base		190,000
Goodwill		142,960
		694,922
Less: Accumulated amortization		165,357
Intangible assets net	$	529,565	$	nil

13

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Unaudited)

6. STOCKHOLDERS’ EQUITY

Common stock

We made the following issuances of the Company’s common stock during the three months ended June 30, 2008

a.   On April 23, 2008 the Company sold 1,583,333 shares of common stock in a private placing for aggregate proceeds of $47,500.  All proceeds have been received. Pursuant to the placing terms, the common stock was sold at a price of $ 0.03 per share.  The shares have not yet been issued.

b   On June 19, 2008 the Company sold 8,750,000 shares of common stock to investors in a private placing for aggregate proceeds of $175,000.  As of June 30, 2008, proceeds amounting to $65,000 had been received and $110,000 was recorded as stock subscription receivable.  Pursuant to the placing terms, the common stock will be sold at a price of $0.02 per share. The shares have not yet been issued.

c   On May 14, 2008, the Company entered into a stock acquisition agreement to acquire the entire issued and outstanding shares of Smart Devices Ltd. On June 2, 2008 this agreement was finalized and in part consideration for the acquisition was the issuance of (a) 2,000,000 Woize shares at an attributable value of $40,000 and (b) the issuance of a 5 year warrant to purchase 200,000 shares of common stock of the Company at a price of $0.10 per share.  See footnote 8.

14

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

Warrants

  a.     During the quarter ended June 30, 2008 as part of the acquisition price of Smart Devices Ltd. the Company issued a 5 year warrant to purchase 200,000 shares of common stock of the company at a price of $0.10 per share.  The fair value of the warrants was estimated at $6,240 or at $0.031 per share.

The fair value for these warrants was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		2.25	%
Dividend yield		0.00	%
Volatility factor		61.194	%
Weighted average expected life	5 years

15

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Unaudited)

Summary of warrants outstanding;

						Weighted			Weighted
	Warrants Outstanding					Average			Average		Aggregate
	Number of		Exercise Price			Exercise Price			Remaining		Intrinsic
	Shares		Per Share			Per Share			Contractual Life		Value
Balance at March 31, 2008		21,707,691		$	0.09-0.40		$	0.30	3.92 yrs.			$	1,972,855
Granted		200,000			0.10			0.10	5 yrs.				-
Cancelled/expired		-			-			-		-			-
Exercised		-			-			-		-			-
Balance at June 30, 2008		21,907,691		$	0.09-0.40		$	0.30	3.92 yrs.			$	1,972,855
Vested and exercisable at June 30, 2008		21,907,691		$	0.09-0.40		$	0.30	3.92 yrs.			$	1,972,855

As of June 30, 2008, share based payment expense to be recognized in future periods totaled $nil.

7.  INCOME TAXES

A reconciliation of U.S. statutory federal income tax rate to the effective rate follows for the periods:

	June 30, 2008		June 30,  2007
U.S. statutory federal rate		34.00%		19.00%
Net operating loss for which no tax benefit is currently available		-34.00%		-19.00%
		0.00%		0.00%

16

Woize International Ltd. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 (Unaudited)

8. Acquisition of Smart Devices Ltd.

On February 15, 2008, the Company entered into a Heads of Agreement for the acquisition of the entire share capital of Smart Devices Limited (“Smart”), a privately held company that is incorporated under the laws of the United Kingdom, which is engaged in the distribution of hand held portable communication devices, and its sole shareholder and managing director, Mr. Keith France. In connection therewith, the Company issued to Smart a secured convertible note in the principal amount of $200,000. The note is secured by all of the assets of Smart and is convertible into shares of Smart at the closing of the contemplated acquisition. In the event the acquisition is not completed, the principal amount of the note together with interest accruing on a daily basis at a rate of 20% per annum shall be payable upon demand by Woize.

Initially, the acquisition of Smart provided a route to market for our software products in Woize Ltd.  Smart’s network, existing customer base and ‘shop-front’ website provided an attractive distribution capability through which to cross-sell Woize services, packaged or with mobile communication devices.  Despite the subsequent bankruptcy of Woize Ltd. the Company maintains its’ core strategy to use Smart as a distribution capability and is currently identifying other software services that can be ‘bundled’ with mobile communication devices.

On May 14, 2008, the Company entered into a Stock Acquisition Agreement with Keith France pursuant to which the Company acquired two shares of Smart Devices Limited (“Smart Devices”), representing the entire issued and outstanding shares of Smart Devices.  In consideration for the Smart Devices shares, the Company agreed to (A) the issuance of 2,000,000 shares of its common stock (the “Woize Shares”), (B) the issuance of a five year warrant to purchase 200,000 shares of common stock of the Company at a price of $0.10 per share, (C) the payment of £60,000 approximately USD ($118,000) payable in 24 equal monthly installments and (D) the loan convertible into shares of Smart totaling $200,000.  The Company also granted to Mr. France piggy-back registration rights in connection with the Woize Shares. The acquisition closed on June 2, 2008.  Smart Devices’ results of operations from June 2, 2008 through June 30, 2008 have been included in the consolidated financial statements.

The estimated aggregate purchase price was $364,240. Below is a summary of the total purchase price:

Cash	$	118,000
Fair value of  2,000,000 common stock		40,000
Fair value of  200,000 warrants		6,240
Loan		200,000
Total purchase price	$	364,240

The amount paid by the Company for its investment in Smart Devices included (a) the original secured convertible loan of $200,000, which has subsequently been converted into share capital and (b) the value of the consideration payable to Mr. France which has been valued at an additional $264,240, as shown in the table above.  The Company believes that the excess of the value of the purchase consideration over the estimated net liabilities represents the goodwill inherent in the business of Smart Devices, represented by its customer and supplier base and management team and its commercial web site.

We continue to evaluate the purchase price allocation for the Smart acquisition, including intangible assets, contingent liabilities and property, plant and equipment.  The following table represents the tentative purchase price allocation to the estimated fair value of the assets acquired and liabilities assumed:

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	As of June 2, 2008
Accounts receivable	$	135,844
Inventories		28,634
Property, plant and equipment		81,482
Website		171,962
Customer base		190,000
Supplier base		190,000
Goodwill		142,960
Total assets acquired	$	940,882
Short-term bank loan	$	126,222
Accounts payable and accrued liabilities		246,834
Long-term payables		203,586
Total liabilities assumed		576,642
Net assets acquired	$	364,240

The following unaudited pro forma financial information for the Company gives effect to the 2008 acquisition as if they had occurred on April 1, 2008. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on such date or to project the Company’s results of operations for any future period.

	For the three months ended June 30, 2008
Pro forma revenues	$	248,200
Pro forma net income		(115,883)
Pro forma earnings per common share — net income
Basic	$	(0.00)
Weighted average common shares outstanding
Basic		98,630,280

9.  DISCONTINUED OPERATIONS

Woize Ltd. was placed into receivership in May 2008.  As a result, the Company de-consolidated the financial statements of Woize Ltd. as of May 8, 2008 because we no longer hold a majority financial interest in our subsidiary.   The financial data related to our investment in Woize Ltd., is classified as discontinued operations in the accompanying financial statements.  

Results of discontinued operations are as follows:

	Three months ended June 30,
	2008		2007
Net revenues	$	-	$	11,953
Loss from operations of Woize Ltd		-		(255,467)
Loss on disposal of Woize Ltd.		(2,151,039)
Loss before provision for income taxes from discontinued operations		(2,151,039)		(255,467)
Provision for income taxes		—		-
Loss from discontinued operations of Woize Ltd.	$	(2,151,039)	$	(255,467)

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with the consolidated financial statements and notes to those statements included in this Quarterly Report on Form 10-Q. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties.

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 were, until recently, conducted through our wholly owned subsidiary, Woize, we changed our name to Woize International Ltd., (“the Company”, “we”, “our”) effective as of December 9, 2005.

Woize was incorporated on November 22, 2001, under the Companies Act 1985 in the United Kingdom, under the name Netx.Com Limited and changed its name to Woize Limited. (“Woize”) on March 9, 2004. Woize has developed and refined a digital telephone 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 for the purpose of mining in the Province of Quebec, Canada. From inception until November 2005, the Company investigated mining projects and related opportunities.

On May 8, 2008, we received a letter from the District Court of Stockholm informing us that Woize had been declared bankrupt in Sweden (the “Sweden Proceeding”). The Bankruptcy petition was submitted on behalf of former employees claiming unpaid salaries, a claim that Woize disputed.  According to the Swedish Insolvency Act, the estate inventory, including any assets and all debts of Woize, must be submitted to the court. An oath administration meeting took place on June 24, 2008 regarding Woize’s insolvency. Prior to the decision of the Swedish Court, Woize maintained operations and provided telephone calling services.  Woize’s assets were minimal when compared with its creditor debt and liability. The Company will be the largest creditor in the insolvency of its wholly owned subsidiary.

Our management has sought legal advice specifically with respect to the Sweden Proceeding, and although management was advised that grounds existed for an appeal, our management decided not to appeal the Swedish court’s decision as the disclosure and announcement of the same made futile any attempts to communicate rationally and logically with Woize’s creditors and customers.

On May 14, 2008, we entered into a Stock Acquisition Agreement with Keith France pursuant to which we acquired two shares of Smart Devices Limited (“Smart Devices”), representing all of the issued and outstanding shares of Smart Devices.  In consideration for the purchase of Smart Devices, the Company agreed to (A) issue 2,000,000 shares of its common stock (the “Woize Shares”), (B) issue a five year warrant to purchase 200,000 shares of common stock of the Company at a price of $0.10 per share, and (C) pay £60,000 (approximately USD $118,000) payable in 24 equal monthly installments.   Mr. France also received piggy-back registration rights in connection with the Woize Shares. The acquisition closed on June 2, 2008.

Smart Devices is a privately held company that is governed by laws of England and Wales and is engaged in the distribution of hand held portable communication devices.

As a consequence of the bankruptcy of Woize, the Company has reported the results of Woize as “discontinued operations” in the financial statements in our annual reports on Form 10-KSB for the year ended March 31, 2008 and 2007.  In addition, we will not be including Woize in the financial statements in this quarterly filing for the period ended June 30, 2008.   The effect of reporting Woize as a discontinued operation, is to effectively revert the consolidated financial statements back to those items associated with the parent company, reflecting mainly compliance related costs and movements in shareholders funds.

Results of Operations

Three months ended June 30, 2008 compared to the three months ended June 30, 2007

The Company recorded a consolidated net loss of $2,220,509_____ for the three months ended June 30, 2008 as compared to $355,782 for the three months ended June 30, 2007. The increase in net loss was mainly a result of  a disposal of a subsidiary Company._____.

During the three months ended June 30, 2008, revenues totaled $66,102____compared to $11,953 for the three months ended June 30, 2007.

A positive gross margin of_$11,329__ was recorded for the three months ended June 30, 2008 compared to a negative margin of $(21,454) for the three months ended June 30, 2007.

Costs and expenses (excluding the loss on disposal of subsidiary of $2,132,177 ) decreased to $_88,332____in the three months ended June 30, 2008 compared to $ 526,052 in the three month period ended June 30, 2007.

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Three months ended June 30, 2008 compared to the three months ended June 30, 2007

The Company recorded a consolidated net loss of $2,239,052 for the three months ended June 30, 2008 as compared to $355,782 for the three months ended June 30, 2007. The increase in net loss was mainly a result of a disposal of a subsidiary Company.

During the three months ended June 30, 2008, revenues totaled $66,102 compared to nil for the three months ended June 30, 2007.

A positive gross margin of $11,329 was recorded for the three months ended June 30, 2008 compared to nil for the three months ended June 30, 2007.

Costs and expenses (excluding the loss on disposal of subsidiary of $2,151,039) decreased to $154,115 in the three months ended June 30, 2008 compared to $122,611 in the three month period ended June 30, 2007.

We anticipate that we will not earn substantial revenues until we have reached full commercial production of our services and solutions.

 Our accumulated deficit through June 30, 2008 was $ (4,092,550).

Plan of Operations

The Company’s immediate priorities and focus will be as follows:

a)   The Company plans tooffer SIP based calling services through a white label reseller agreement to provide calling plans, phone numbers and other voice over IP products for its customers. The reseller agreement offers several key advantages- low cost setup, effectively no exposure to fraud and unlimited opportunity for growth with no ongoing development expenses. Under a fresh new brand, the Company will begin offering calling service to customers of its newly acquired e-commerce website, smartdevicesdirect.com.

b)   The Company plans to integrate other proven technologies in value added services sector and has identified opportunities in mobile device tracking/ protection, and conferencing. The value added components offer new revenue opportunities and round out the Company’s strategic vision.

c)  The Company will focus on generating sales through its online distribution network centered around three main product categories- Smartphones/ handsets, ruggedized devices and navigation (Ndrive). The focus is on the convergence market which provides the highest level of revenue growth through products that combine GPS, mobile data and voice connectivity services. The Company will continue to develop brand partnerships with an emphasis on increasing sales while expanding into new markets globally.

Liquidity and Capital Resources

The Company had cash of $ 0 as of June 30, 2008 compared to $ 22,934 as of June 30, 2007.

Net cash used in operating activities for the three months ended June 30, 2008, was $112,500 compared to $50,655 for the three months ended June 30, 2007.

For the three months ended June 30, 2008, cash flows used in investing activities was $ 50,000compared to $0 for the three months ended June 30, 2007. The increase is due to the acquisition of Smart Devices Ltd.

For the three months ended June 30, 2008, cash flows from financing activities was $112,500 representing 1,583,333 shares of common stock for aggregate proceeds of $47,500 and 8,750,000 shares of common stock for aggregate proceeds of $175,000, of which $65,000 had been received as at June 30. 2008 compared to $90,000 representing the part of proceeds received in the period from a private placing of 6,500,000 shares of common stock for the three months ended June 30, 2007. The private placement offering was made pursuant to exemptions from registration afforded by the provisions of Regulation D as promulgated under the Securities Act of 1933 (the "Securities Act") as amended and/or Regulation S promulgated under the Securities Act.

At June 30, 2008, The Company had a working capital deficit of $1,945,600 The Company expects to undertake debt or equity financings when needed to enable it to meet its future operating and capital requirements. In view of the limited operating history, the Company’s ability to obtain additional funds is limited. Further, there can be no assurance that any additional equity or debt financing will be available in sufficient amounts or on acceptable terms when needed. If such financing is not available in sufficient amounts or on acceptable terms, the Company’s results of operations and financial condition may be adversely affected. In addition, equity financing may result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock, and any debt financing obtained must be repaid regardless of whether or not we generate profits or cash flows from business activities.

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ITEM 4T: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

 Pursuant to Rule 13a-15(b) under the Securities Exchange Act (“Exchange Act”) of 1934, the Company carried out an evaluation with the participation of the Company’s management, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the quarter ended June 30, 2008.  Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

−	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
−	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
−	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of June 30, 2008, the Company’s internal control over financial reporting is not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses which have caused management to conclude that, as of June 30, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level:

Failure to enter into formal software development contracts

During FY 2008, software programmers subcontracted by the Company, submitted claims for software development fees that management subsequently disputed.  The disputed claims are now the subject of litigation.  The contracts with the programmers were not reduced to writing.  Because of the litigation, all development has ceased and management has written off its software investment, resulting in an impairment loss of $532,132.

Failure to maintain security over intellectual property

The Company’s operating subsidiary, stored its VoIP software programs on Woize Ltd. servers.  The subsidiary maintained the servers in an unsecured location and failed to back-up the VoIP software programs.  In addition, previous management failed to protect Woize Ltd’s investment in intellectual property by registering the software programs with appropriate patent offices.

According to management, certain contractors seized the servers in retaliation for nonpayment of their contractual wages.  As a result, the subsidiary went out-of-business, as it was no longer is able to provide service to its customers.  In addition, the subsidiary’s assets had to be written-off.

Failure to maintain security over assets and to protect those rights results in a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Strong security over assets supports critical management assertions embodied in the financial statements such as existence and valuation.

Failure to establish ownership control of intellectual property

The Company raised capital during FY 2008 in order to further its business model.  Partial proceeds were used to pay subcontractors for software development.  Partly because the Company failed to execute software development contracts and failed to apply for patents on its investments, the Company is unable to establish ownership rights over the software developed.  The Company’s subsidiary, Woize Ltd., was declared bankrupt in Sweden in May 2008.  Since the software ownership rights are unclear, it may be difficult to determine whether the software is the property of the Company or is the property of the subsidiary and should be distributed to its creditors in bankruptcy. The Company will be the largest creditor in the insolvency of its wholly owned subsidiary.

Failure to establish ownership over assets results in a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Strong ownership controls over assets prevents a company from reporting assets for which it has no rights or liabilities for which it has no obligations, which are critical management assertions embodied in the financial statements.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting have come to management’s attention during the Company’s last fiscal quarter that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in the following threatened or actual legal actions:

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 those service providers. As a result of the dispute, the service providers have withheld their services and, accordingly, our VoIP system has been unavailable to our customers since January 2007.  Since that time, we have not been able to offer a VoIP service on our website. The Woize system, which delivers our IP-telephone 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 Woize. In addition, these service providers have refused to return the development work to Woize which, pursuant to the applicable agreements, are the property of Woize, and are also holding, and refusing to release other property belonging to Woize. In aggregate, the various suppliers are claiming approximately $550,000 from Woize.  We maintain that many of these claims are not adequately substantiated or are unsupported. We have provided for these claims in the financial statements set out in Item 1. Woize received a writ of summons regarding these claims on July 5, 2007.  Negotiations took place between the suppliers and the Company and, during negotiations; the court action had been settled by mutual agreement and with court consent (the “Settlement”). Because the Sweden Proceeding occurred before the Settlement could be finalized and is now frozen because of the liquidation process therefore, it seems unlikely that any future value will now be derived from the businesses formally conducted by Woize.

On October 16, 2007, Woize received a notice of application to obtain a petition to wind-up Woize in connection with the aforementioned employee claims for unpaid compensation, which Woize disputes. That petition has so far been resisted and we intend to do all that is reasonably necessary to avoid the liquidation of Woize by assisting Woize in its negotiations with the suppliers referred to above.   Our objective in avoiding Woize’s liquidation is to be able to restore our VoIP service as well as rebuild investor confidence by raising new capital to enable the liquidation of Woize to be avoided.

On August 28, 2006, Woize 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 we respect to fraudulent use of credit cards by end users, of which Woize maintains that it has no knowledge. Woize rebutted the potential claims by letter, dated September 22, 2006. In April 2007, the payment supplier repeated its allegations and Woize immediately rebutted again. There has been no further correspondence.

On November 25, 2004, we were 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.

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.

ITEM 2. RECENT UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.   On April 23, 2008, the Company sold 1,583,333 shares of common stock to investors in a private placing for aggregate proceeds of $47,500.  All proceeds have been received.  Pursuant to the placing terms, the common stock was sold at a price of $0.03 per share.  The shares have not yet been issued.

2.   On June 19, 2008, the Company sold 8,750,000 shares of common stock to investors in a private placing for aggregate proceeds of $175,000.  As of July 3, 2008, proceeds amounting to $65,000 had been received.  Pursuant to the placing terms, the common stock will be sold at a price of $0.02 per share.  The shares have not yet been issued.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

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ITEM 6. EXHIBITS

Exhibit Number	Description
3.1	Amended Bylaws (Incorporated by reference to the Company’s annual report on Form 10-KSB for the year ended March 31, 2008 filed with the SEC on July 14, 2008)
4.1	Stock Purchase Agreement between Woize International Ltd. and Keith France dated as of May 14, 2008 (Incorporated by Reference to the Company’s current report filed on Form 8-K, filed with the SEC on June 5, 2008)
31.1*	Certification by Chief Executive Officer (Principal Executive 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
31.2*	Certification by Chief Financial Officer (Principal 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, 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
32.2*	Certification by 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

* Filed Herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the Undersigned, thereunto duly authorized.

	Woize International Ltd.
Date: August 19, 2008	By:	/s/  Daniel Savino
		Daniel Savino Chief Executive Officer

By:	/s/ Martin Thorp
	Martin Thorp Chief Financial Officer

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