Attached files
file | filename |
---|---|
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - VOICESERVE INC | f10q0909ex32i_voiceserve.htm |
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - VOICESERVE INC | f10q0909ex31i_voiceserve.htm |
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - VOICESERVE INC | f10q0909ex32ii_voiceserve.htm |
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - VOICESERVE INC | f10q0909ex31ii_voiceserve.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
10-Q
______________
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2009
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ______________ to ______________
Commission
File No. 000-51882
______________
VOICESERVE,
INC.
(Exact
name of small business issuer as specified in its charter)
______________
Delaware
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
Cavendish
House, 369 Burnt Oak Broadway,
Edgware,
Middlesex
|
HA8,
5AW
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
44
208 136 6000
|
(Issuer’s
telephone number)
|
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2)has been subject to such filing requirements for the past 90
days.
Yes x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company
filer. See definition of “accelerated filer” and “large accelerated
filer” in Rule 12b-2 of the Exchange Act (Check one):
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes o No x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 17, 2009: 32,402,935 shares of common stock.
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
|
|
Item
1. Financial Statements
|
F-
|
Item
2. Management’s Discussion and Analysis or Plan
of Operation
|
1
|
Item
3. Quantitative and Qualitative Disclosures
About Market Risk
|
3
|
Item
4T. Controls and Procedures
|
3
|
PART
II -OTHER INFORMATION
|
|
Item
1. Legal Proceedings.
|
4
|
Item
1A. Risk Factors.
|
4
|
Item
2. Unregistered Sales of Equity Securities and
Use of Proceeds.
|
4
|
Item
3. Defaults Upon Senior
Securities.
|
4
|
Item
4. Submission of Matters to a Vote of Security
Holders.
|
4
|
Item
5. Other Information.
|
4
|
Item
6. Exhibits
|
4
|
SIGNATURES
|
5
|
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Page
|
|
Financial
Statements:
|
|
Consolidated
Balance Sheets as of September 30, 2009 (Unaudited) and March
31, 2009
|
F-2
|
Consolidated
Statements of Operations for the three and six months ended
September 30, 2009 and 2008 (Unaudited)
|
F-3
|
Consolidated
Statements of Changes in Stockholders’ Equity for
the six months ended September 30, 2009 (Unaudited)
|
F-4
|
Consolidated
Statements of Cash Flows for the six months ended September
30, 2009 and 2008 (Unaudited)
|
F-5
|
Notes
to Consolidated Financial Statements
|
F-6
|
F-1
VOICESERVE,
INC. AND SUBSIDIARIES
|
||||||||
Consolidated
Balance Sheets
|
||||||||
September
|
||||||||
30, |
March
31,
|
|||||||
2009 | 2009 | |||||||
Assets
|
(Unaudited)
|
|||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 156,283 | $ | 175,072 | ||||
Accounts
receivable, net of allowance
|
||||||||
for
doubtful accounts of $0 and $0, respectively
|
81,452 | 31,243 | ||||||
Prepaid
expenses
|
57,183 | 19,837 | ||||||
Total
current assets
|
294,918 | 226,152 | ||||||
Property
and equipment, net of accumulated depreciation
|
||||||||
of
$61,594 and $53,986, respectively
|
12,815 | 13,084 | ||||||
Intangible
assets, net of accumulated amortization of
|
||||||||
$392,917
and $277,917, respectively
|
2,338,874 | 2,365,874 | ||||||
Total
assets
|
$ | 2,646,607 | $ | 2,605,110 | ||||
Liabilities and Stockholders'
Equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 307,309 | $ | 176,045 | ||||
Accrued
expenses payable
|
45,480 | 48,347 | ||||||
Deferred
software license fees
|
212,166 | 121,993 | ||||||
Loans
payable to related parties
|
36,078 | 60,514 | ||||||
Due
sellers of VoipSwitch Inc.
|
150,000 | 150,000 | ||||||
Total
current liabilities
|
751,033 | 556,899 | ||||||
Stockholders'
equity :
|
||||||||
Preferred
stock, $.001 par value; authorized
|
||||||||
10,000,000
shares, none issued and outstanding
|
- | - | ||||||
Common
stock, $.001 par value; authorized
|
||||||||
100,000,000
shares, issued and outstanding
|
||||||||
32,402,935
and 29,402,935 shares, respectively
|
32,403 | 29,403 | ||||||
Additional
paid-in capital
|
4,714,875 | 4,330,765 | ||||||
Deficit
|
(2,830,631 | ) | (2,328,713 | ) | ||||
Accumulated
other comprehensive income (loss)
|
(21,073 | ) | 16,756 | |||||
Total
stockholders' equity
|
1,895,574 | 2,048,211 | ||||||
Total
liabilities and stockholders' equity
|
$ | 2,646,607 | $ | 2,605,110 | ||||
|
See
notes to consolidated financial statements.
F-2
VOICESERVE,
INC. AND SUBSIDIARIES
|
||||||||||||||||
Consolidated
Statements of Operations
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three
Months
|
Six
Months
|
|||||||||||||||
Ended
September 30,
|
Ended
September 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Operating
revenues:
|
||||||||||||||||
Software
license fees
|
$ | 725,709 | $ | 330,367 | $ | 1,363,700 | $ | 528,572 | ||||||||
Revenues
from communications air time
|
23,662 | 157,256 | 46,449 | 428,369 | ||||||||||||
Net
sales of communications devices
|
534 | 1,660 | ||||||||||||||
Total
operating revenues
|
749,905 | 487,623 | 1,411,809 | 956,941 | ||||||||||||
Cost
of operating revenues:
|
||||||||||||||||
Software
license fees
|
218,901 | 186,043 | 424,983 | 347,271 | ||||||||||||
Communications
air time
|
36,834 | 269,032 | 78,706 | 533,332 | ||||||||||||
Communications
devices
|
122 | - | 122 | - | ||||||||||||
Total
cost of operating revenues
|
255,857 | 455,075 | 503,811 | 880,603 | ||||||||||||
Gross
profit
|
494,048 | 32,548 | 907,998 | 76,338 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
Selling,
general and administrative
|
||||||||||||||||
expenses
(including stock - based
|
||||||||||||||||
compensation
of $7,845, $0, $387,110,
|
||||||||||||||||
and
$0, respectively)
|
551,529 | 203,179 | 1,409,897 | 449,783 | ||||||||||||
Total
operating expenses
|
551,529 | 203,179 | 1,409,897 | 449,783 | ||||||||||||
Income
(loss) from operations
|
(57,481 | ) | (170,631 | ) | (501,899 | ) | (373,445 | ) | ||||||||
Interest
income
|
- | 5 | 1 | 141 | ||||||||||||
Interest
expense
|
3 | (857 | ) | (20 | ) | (1,126 | ) | |||||||||
Income
(loss) before income taxes
|
(57,478 | ) | (171,483 | ) | (501,918 | ) | (374,430 | ) | ||||||||
Income
taxes (benefit)
|
- | - | - | - | ||||||||||||
Net
income (loss)
|
$ | (57,478 | ) | $ | (171,483 | ) | $ | (501,918 | ) | $ | (374,430 | ) | ||||
Net
income (loss) per share
|
||||||||||||||||
-
basic and diluted
|
$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) | ||||
Weighted
average number of shares
|
||||||||||||||||
outstanding
- basic and diluted
|
32,402,935 | 28,946,413 | 31,578,760 | 28,918,424 |
See
notes to consolidated financial statements.
F-3
VOICESERVE,
INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
Consolidated
Statements of Changes in Stockholders' Equity
|
||||||||||||||||||||||||
Six
Months Ended September 30, 2009
|
||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||
Common
Stock
|
Additional
|
Other
|
Total
|
|||||||||||||||||||||
$.001
par value
|
Paid-In
|
Comprehensive
|
Stockholders'
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Income
(Loss)
|
Equity
|
|||||||||||||||||||
Balances,
|
||||||||||||||||||||||||
March
31, 2009
|
29,402,935 | $ | 29,403 | $ | 4,330,765 | $ | (2,328,713 | ) | $ | 16,756 | $ | 2,048,211 | ||||||||||||
Shares
issued for
|
||||||||||||||||||||||||
services
|
3,000,000 | 3,000 | 372,000 | - | - | 375,000 | ||||||||||||||||||
Stock
options expense
|
- | - | 12,110 | - | - | 12,110 | ||||||||||||||||||
Foreign
currency
|
||||||||||||||||||||||||
translation
adjustment
|
- | - | - | - | (37,829 | ) | (37,829 | ) | ||||||||||||||||
|
||||||||||||||||||||||||
Net
income (loss)
|
- | - | - | (501,918 | ) | - | (501,918 | ) | ||||||||||||||||
Balances,
|
||||||||||||||||||||||||
September
30, 2009
|
32,402,935 | $ | 32,403 | $ | 4,714,875 | $ | (2,830,631 | ) | $ | (21,073 | ) | $ | 1,895,574 |
See
notes to consolidated financial statements.
F-4
VOICESERVE,
INC. AND SUBSIDIARIES
|
||||||||
Consolidated
Statements of Cash Flows
|
||||||||
Six
Months Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | (501,918 | ) | $ | (374,430 | ) | ||
Adjustments
to reconcile net income (loss) to net
|
||||||||
cash
provided by (used in) operating activities:
|
||||||||
Stock-based
compensation
|
387,110 | - | ||||||
Depreciation
|
7,608 | 2,957 | ||||||
Amortization
|
115,000 | 115,000 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable, net
|
(50,209 | ) | 53,325 | |||||
Prepaid
expenses
|
(37,346 | ) | 156,257 | |||||
Accounts
payable
|
131,264 | 25,282 | ||||||
Accrued
expenses payable
|
(2,867 | ) | (32,425 | ) | ||||
Deferred
software license fees
|
90,173 | (1,305 | ) | |||||
Net
cash provided by (used in) operating activities
|
138,815 | (55,339 | ) | |||||
Cash
flows from investing activities:
|
||||||||
Acquisition
of VoipSwitch Inc.
|
(88,000 | ) | (99,000 | ) | ||||
Purchases
of property and equipment
|
(7,339 | ) | - | |||||
Net
cash provided by (used in) investing activities
|
(95,339 | ) | (99,000 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from sales of common stock
|
- | 99,845 | ||||||
Increase
(decrease) in loans payable to related parties
|
(24,436 | ) | (4,638 | ) | ||||
Net
cash provided by (used in) financing activities
|
(24,436 | ) | 95,207 | |||||
Effect
of exchange rate changes on cash and cash equivalents
|
(37,829 | ) | 26,131 | |||||
Increase
(decrease) in cash and cash equivalents
|
(18,789 | ) | (33,001 | ) | ||||
Cash
and cash equivalents, beginning of period
|
175,072 | 50,046 | ||||||
Cash
and cash equivalents, end of period
|
$ | 156,283 | $ | 17,045 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid
|
$ | 20 | $ | 1,126 | ||||
Income
taxes paid
|
$ | - | $ | - | ||||
See
notes to consolidated financial statements.
F-5
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
VoiceServe,
Inc. (“VoiceServe”) was incorporated in the State of Delaware on December 9,
2005 under the name 4306, Inc. On February 20, 2007, VoiceServe
acquired 100% of the issued and outstanding stock of VoiceServe Limited
(“Limited”), a corporation incorporated in the United Kingdom on March 21, 2002,
in exchange for 20,000,000 shares of VoiceServe common stock (representing 100%
of the issued and outstanding shares of VoiceServe after the
exchange). From October 1, 2006 to February 20, 2007, Limited owned
100% of the issued and outstanding shares of VoiceServe. Accordingly,
this acquisition was treated as a combination of entities under common control
and was accounted for in a manner similar to pooling of interests
accounting. The consolidated financial statements include the
operations of VoiceServe from October 1, 2006 and the operations of Limited from
its inception on March 21, 2002.
On
January 15, 2008, VoiceServe acquired 100% of the issued and outstanding stock
of VoipSwitch Inc. (“VoipSwitch”), a corporation incorporated in the Republic of
Seychelles on May 9, 2005 (see Note 3). VoipSwitch licenses software
systems (online telephony management applications) to customers
online. Generally, the license of a system includes remote
installation and initial configuration of the main system, training relating to
the use of the system and modules, and 1 year technical support.
VoiceServe
has had no operations; VoiceServe is a holding company for its wholly owned
subsidiaries Limited (since February 20, 2007) and VoipSwitch (since January 15,
2008).
Limited
is engaged in the telephone communications business from its London, United
Kingdom office. Limited offers customers through its software voice
calls over the internet. The software allows computer users to access
the Company’s exchange via the internet and through the exchange connect with
numerous sources of telephone communications at discounted
rates. Since January 15, 2008, Limited has also licensed VoipSwitch
software systems.
The
consolidated financial statements include the accounts of VoiceServe and its
wholly owned subsidiaries Limited and VoipSwitch (collectively, the “Company”).
All intercompany balances and transactions have been eliminated in
consolidation.
NOTE
2 – INTERIM FINANCIAL STATEMENTS
The
unaudited financial statements as of September 30, 2009 and for the six months
ended September 30, 2009 and 2008 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-Q. In the
opinion of management, the unaudited financial statements have been prepared on
the same basis as the annual financial statements and reflect all adjustments,
which include only normal recurring adjustments, necessary to present fairly the
financial position as of
F-6
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
September
30, 2009 and the results of operations and cash flows for the six months ended
September 30, 2009 and 2008. The financial data and other information
disclosed in these notes to the interim financial statements related to these
periods are unaudited. The results for the six month period ended
September 30, 2009 are not necessarily indicative of the results to be expected
for any subsequent quarter of the entire year ending March 31,
2010. The balance sheet at March 31, 2009 has been derived from the
audited financial statements at that date.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations. These unaudited
financial statements should be read in conjunction with our audited financial
statements and notes thereto for the year ended March 31, 2009 as included in
our report on Form 10-K.
NOTE
3 – ACQUISITION OF VOIPSWITCH INC.
On
January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch
Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and
outstanding ordinary
shares as
well as all of VoipSwitch’s assets, including customer orders and intangible
assets, for
total
consideration of $3,000,000 ($450,000 cash, $150,000 notes payable due on
demand, $600,000 notes payable in total monthly installments of $50,000 per
month for 12 months, and 3,750,000 shares of VoiceServe common stock valued at
$0.48 per share or $1,800,000).
Payment
of the monthly installments of the $600,000 notes payable is contingent upon and
limited each month to the future monthly net income of
VoipSwitch. Accordingly, pursuant to SFAS No. 141, this $600,000
“contingent consideration” portion of the $3,000,000 total purchase price was
not included in the initial recorded cost of the acquisition or the recorded
notes payable. If and when the contingency is resolved and payments
of the $600,000 notes payable are made, such paid amounts are added to
goodwill.
F-7
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
The
estimated fair values of the identifiable net assets of VoipSwitch at January
15, 2008 (date of acquisition) consisted of:
Cash
and cash equivalents
|
$ | 6,682 | ||
Developed
software (for licensing to customers)
|
2,000,000 | |||
In-place
contracts and customer list
|
100,000 | |||
Trade
name
|
100,000 | |||
Accounts
payable and accrued expenses
|
(2,999 | ) | ||
Deferred
software license fees
|
(48,474 | ) | ||
Identifiable
net assets
|
$ | 2,155,209 | ||
Goodwill
of $244,791 (excess of the $2,400,000 consideration, excluding the $600,000
contingent consideration, over the $2,155,209 identifiable net assets) was
recorded at the acquisition date January 15, 2008. In February and
March 2008, $100,000 of the $600,000 “contingent consideration” notes payable
was paid and added to goodwill. In the year ended March 31, 2009, an
additional $99,000 of the $600,000 “contingent consideration” notes payable was
paid and added to goodwill. In the three months ended June 30, 2009,
an additional $88,000 of the “contingent consideration” notes payable was paid
and added to goodwill.
F-8
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
NOTE
4 – INTANGIBLE ASSETS, NET
Intangible
assets, net consisted of:
September
30,
|
March
31,
|
|||||||
2009
|
2009
|
|||||||
Acquisition
of VoipSwitch:
|
||||||||
Developed
software (for licensing to Customers)
|
$ | 2,000,000 | 2,000,000 | |||||
In-place
contracts and customer list
|
100,000 | 100,000 | ||||||
Trade
name
|
100,000 | 100,000 | ||||||
Goodwill
|
531,791 | 443,791 | ||||||
Total
|
2,731,791 | 2,643,791 | ||||||
Accumulated
amortization
|
(392,917 | ) | (277,917 | ) | ||||
Intangible
assets, net
|
$ | 2,338,874 | 2,365,874 |
The
developed software, in-place contracts and customer list, and trade name are
amortized using the straight-line method over their estimated economic lives
(ten years for the developed software and trade name; five years for the
in-place contracts and customer list). Goodwill is not
amortized.
For the
six months ended September 30, 2009, amortization of intangible assets expense
was $115,000. $100,000 was included in cost of software license fees
and $15,000 was included in selling, general and administrative
expenses.
Expected
future amortization expense for acquired intangible assets as of September 30,
2009 follows:
F-9
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
Year
ended March 31,
|
Amount
|
|||
2010
|
$ | 115,000 | ||
2011
|
230,000 | |||
2012
|
230,000 | |||
2013
|
225,833 | |||
2014
|
210,000 | |||
Thereafter
|
796,250 | |||
Total
|
$ | 1,807,083 | ||
NOTE
5 – DEFERRED SOFTWARE LICENSE FEES
The
licenses of the VoipSwitch systems generally include certain postcontract
customer support (“PCS”). In accordance with the American Institute
of Certified Public Accountants (“AICPA”) Statement of Position 97-2, “Software
Revenue Recognition”, the Company allocates a portion of the license fees to PCS
based on the vendor-specific objective evidence of fair value (generally $800
for 1 year technical support) of the PCS and recognizes the PCS revenues ratably
over the period of the agreed PCS.
Deferred
software license fees (attributable to PCS) for the six months ended
September 30, 2009
and the year ended March 31, 2009 were accounted for as follows:
Six
Months Ended
|
Year
Ended
|
|||||||
September 30,
|
March
31,
|
|||||||
2009
|
2009
|
|||||||
Balance,
beginning of period
|
$ | 121,993 | $ | 64,334 | ||||
Additions
|
187,873 | 168,800 | ||||||
Recognized
as revenue
|
(97,700 | ) | (111,141 | ) | ||||
Balance,
end of period
|
$ | 212,166 | $ | 121,993 |
F-10
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
NOTE
6 – LOANS PAYABLE TO RELATED PARTIES
Loans
payable to related parties consisted of:
September 30,
2009
|
March
31, 2009
|
|||||||
Due
chief financial officer
|
$ | 80 | $ | 71 | ||||
Due
chairman of the board of directors
|
15,525 | 18,289 | ||||||
Due
chief operational officer
|
20,473 | 42,154 | ||||||
Total
|
$ | 36,078 | $ | 60,514 |
The loans
payable to related parties are all non-interest bearing, unsecured, and due on
demand.
NOTE
7 – STOCKHOLDERS’ EQUITY
Common
stock issuances
On May
21, 2009, VoiceServe issued a total of 3,000,000 shares of its common stock to
the three sellers of VoipSwitch for services rendered. The $375,000
estimated fair value of the shares is included in selling, general and
administrative expenses in the three months ended June 30, 2009.
Stock
options
Effective
May 12, 2009, Voiceserve granted non-qualified stock options to 4 service
providers exercisable into a total of up to 703,000 shares of common stock at an
exercise price of $0.13 per share to December 23, 2013. The options
vest 2/3 on December 23, 2010 and 1/3 on December 23, 2011. The
$81,618 estimated fair value of the options (calculated using the Black-Scholes
option pricing model and the following assumptions: (i) $0.15 share price, (ii)
5 year term, (iii) 100% expected volatility, and (iv) 3% risk free interest
rate) is being expensed ratably over the requisite service period from May 12,
2009 to December 23, 2011.
F-11
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
NOTE
8 – INCOME TAXES
No
provisions for income taxes were recorded in the six months ended September 30, 2009 and 2008 since
the Company incurred losses in those periods.
Based on
management‘s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset attributable to the future
utilization of net operating loss carryforwards as of September 30, 2009 will be
realized. Accordingly, the Company has provided a 100% allowance
against the deferred tax asset in the financial statements at September 30, 2009. The
Company will continue to review this valuation allowance and make adjustments as
appropriate.
NOTE
9 – RELATED PARTY TRANSACTIONS
For the
six months ended September 30, 2009 and 2008,
consulting fees paid to officers, directors, and their affiliates totaled
$339,484, and $180,946, respectively. These fees are included in
selling, general, and administrative expenses in the accompanying statements of
operations.
F-12
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
NOTE
10 – COMMITMENTS AND CONTINGENCIES
Investment
agreement
On August
20, 2007, VoiceServe entered into an Investment Agreement with Dutchess Private
Equities Fund, Ltd. (the “Investor”). Pursuant to this Agreement, the
Investor shall commit to purchase up to $10,000,000 of our common stock over the
course of thirty-six (36) months. The amount that we shall be
entitled to request from each purchase (“Puts”) shall be equal to, at our
election, either (i) up to $250,000 or (ii) 200% of the average daily volume
(U.S. market only) of the common stock for the ten (10) trading days prior to
the applicable Put Notice Date, multiplied by the average of the three (3) daily
closing bid prices immediately preceding the Put Date. The Put Date
shall be the date that the Investor receives a put notice of a drawn down by
us. The purchase price shall be set at ninety-three percent (93%) of
the lowest closing Best Bid price of the Common Stock during the pricing
period. The pricing period shall be the five (5) consecutive trading
days immediately after the put notice date. There are put
restrictions applied on days between the put date and the closing date with
respect to that particular put. During this time, we shall not be
entitled to deliver another put notice.
In
connection with the Agreement, we entered into a Registration Rights Agreement
with the Investor (”Registration Agreement”). Pursuant to the
Registration Agreement, we were obligated to file a registration statement with
the Securities and Exchange Commission (“SEC”) covering 2,335,550 shares of the
common stock underlying the Investment Agreement within 15 days after the
execution date. In addition, we were obligated to use all
commercially reasonable efforts to have the registration statement declared
effective by the SEC within 90 days after the execution date, which occurred
November 6, 2007.
F-13
VOICESERVE,
INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2009
(Unaudited)
Service
agreements
In
connection with the acquisition of VoipSwitch, VoiceServe entered into service
agreements with the three sellers. The agreements have a three year
term (to January 15, 2011) and provide for monthly compensation of $6,000 for
each of the three individuals, or $18,000 per month total.
Rental
agreements
Limited
rents office space at monthly rentals of £560 (or $896 translated at the
September 30, 2009
exchange rate). For the six months ended September 30, 2009 and 2008, rent
expense was $6,772 and $6,863, respectively.
NOTE
11 – SUBSEQUENT EVENTS
The
company has evaluated subsequent events through the filing date of this form
10-Q and has determined that there were no subsequent events to recognize or
disclose in these financial statements.
F-14
Item
2. Management’s Discussion and Analysis
or Plan of Operation
The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
Overview
We were
founded on December 9, 2005 by Michael Raleigh. On February 20, 2007, pursuant
to a share exchange agreement, Voiceserve Limited, a United Kingdom Corporation
founded in 2002, became our wholly owned subsidiary. Following the merger, we
adopted Voiceserve Limited’s business plan, and conduct business as a global
internet communications company. We have changed our name to Voiceserve, Inc. to
better reflect our new business plan.
Voiceserve
Limited was founded in March 2002 by Michael Bibelman, Alexander Ellinson and
Mike Ottie. The founders have over 15 years of experience in the
telecommunications industry. They worked as independent resellers of calling
cards creating markets in Europe and third world countries transmitting the
calls via universal 0800 numbers. Their career began in 1991 when the founders
of Econophone Inc. (“Econophone”) came to Europe looking for agents to market
international “call-back” and calling cards. Econophone had developed a
“call-back” and alternative direct service. By being independent agents our
founders discovered a huge potential in the market for pre-paid calling cards
that did not need to be physically put into the slot of a pay phone. The
pre-paid card had an access number accompanied with a pin number. Our founders
helped Econophone develop and enhance this feature. Moreover, our founders were
one of the first groups in the industry to market such a product in Europe. Our
founders introduced amongst the many famous European distributors to market such
a product, the Audax Group (“Audax”) based in Holland with an annual turnover in
excess of 850 million Euros. Through the Audax distribution channels, cards were
marketed throughout the Benelux. Our founders were also instrumental in aiding
Econophone LLC in its transformation from a privately held company to one listed
on the New York Stock Exchange, known thereafter as Viatel. Once Viatel was
listed on the New York Stock Exchange, our founders independently set up their
own ISDN and VOIP platforms with the intention of developing and bringing the
world of telecoms into its next stage-a complete solution in one.
On
January 15, 2008, VoiceServe closed an Acquisition Agreement with VoipSwitch
Inc. (“VoipSwitch”) whereby VoiceServe acquired all VoipSwitch issued and
outstanding ordinary shares as well as all of VoipSwitch’s assets, including
customer orders and intangible assets, for total consideration of $3,000,000,
consisting of $450,000 cash, $150,000 notes payable due on demand, $600,000
notes payable in total monthly installments of $50,000 per month for 12 months,
and 3,750,000 shares of VoiceServe common stock valued at $0.48 per share or
$1,800,000.
Payment
of the monthly installments of the $600,000 notes payable is contingent upon and
limited each month to the future monthly net income of
VoipSwitch. Accordingly, pursuant to SFAS No. 141, this $600,000
“contingent consideration” portion of the $3,000,000 total purchase price was
not included in the initial recorded cost of the acquisition or the recorded
notes payable. If and when the contingency is resolved and payments
of the $600,000 notes payable are made, such paid amounts will be added to
goodwill.
VoipSwitch
develops and implements various types of software that facilitate the deployment
of VOIP services globally, and to-date has successfully implemented over 800
VoipSwitch systems around the world.
VoipSwitch
is a complete IP telephony offering a variety of services including device to
phone technology, pc to phone/web to phone features, calling cards,
SMS/ANI/PIN/DID/WEB callback, DIDs' mapping, call shops and more. Unlike
competitive systems composed of many different parts, the Voipswitch platform is
fully integrated in one application what makes it exceptionally easy to manage.
All elements that are necessary for successful voip implementation are already
built in. All the features are integrated in one multiple server
based application.
Voiceserve
has established a minute trading platform “Voip Proxy” whereby wholesale minutes
are offered to Voipswitch clients. Non Voipswitch clients can also be connected
to the Wholesale Minute platform.
Plan
of Operation
During
the next twelve months, we expect to take the following steps in connection with
the development of our business and the implementation of our plan of
operations:
a)
Maintain sales of approximately 20 Voipswitch solutions monthly with an average
of 10% monthly increase,
b) Launch
IPTV by the latter quarter of 2008,
c) Launch
Mobile GSM-WIFI Phone the latter quarter of 2008,
-1-
d) Launch
Voipswitch “Office” during the cause of the third quarter,
e)
Increase Voip Proxy volumes at a monthly rate of 15%,
f)
Establish Haloswiat in Poland.
Voiceserve
plans on establishing distribution networks in Brazil and the USA in the very
near future. Voiceserve’s mission is to be the leader in introducing
complete “Softswitch” solutions at very competitive prices to the growing global
markets. Through close customer contact and excellent relationships, we will
meet the needs of our customers wherever we can. Voiceserve will secure
sufficient profits from free cash flow from operations, to sustain its stability
and finance future growth. We will add value to our community by maintaining a
friendly, familial work environment.
Results
of Operations for the Three Months Ended September 30, 2009 Compared to the
Three Months Ended September 30, 2008
We had
revenues of $749,905 for the three months ended September 30, 2009 and $487,623
for the three months ended September 30, 2008. Operating expenses for the three
months ended September 30, 2009 increased to $551,530 from $203,179 for the
three months ended September 30, 2008 representing an increase of
$348,351.
Results
of Operations for the Six Months Ended September 30, 2009 Compared to the Six
Months Ended September 30, 2008
We had
revenues of $1,411,809 for the six months ended September 30, 2009 and $956,941
for the six months ended September 30, 2008. Operating expenses for the six
months ended September 30, 2009 increased to $1,409,897 from $449,783 for the
six months ended September 30, 2008 representing an increase of
$960,114
The
increase in sales is attributed to various factors. The company has begun
exhibiting globally at prominent and significant IT and Voip exhibitions.
Presence at shows increases awareness to the company’s broad spectrum of its
software products and modules. Prior to the exhibitions, in addition to
advertising the company sends e-mails to its entire data base inviting its
clientele. The current Voipswitch clients that attend are given a demo of the
company’s new features and modules and are given the opportunity to upgrade
their features.
In the
last few months Voiceserve’s Voipswitch softswitch has expanded its modules. It
has added three different types of mobile dialers. Windows, android and the
apple dialers. This allows connectivity to the Voipswitch softphone not only
from a PC but even from a mobile phone whilst in Wifi, 3G or edge environment.
These new added modules contributed to an increase in sales. The modules are
easily added to current Voipswitch softwares, and can also be downloaded onto
competitor’s platforms. The mobile dialer purchaser once having added the
feature onto the softswitch can thereby expand his operations
dramatically.
The
company advertises on Google via pay per click. A perspective Voip switch
client, who enters in Google the word Voipswitch will see the companies details.
Thereafter an enquiry will be sent to be followed up by the sales team. Due to
increase demand the company has increased its budget paying google for this
feature and has seen an increase in sales from this sales front as
well.
The
increased costs in sales are due to an increase in sales. The company has
increased its advertising budget on google, a major component promoting the
Voipswitch features globally. Consultancy fees have risen due to the
fact that the company has increased its customer support services. Technicians
have also been commissioned to enhance the current modules, and venture into new
VOIP arenas. Exhibiting nearly every second month has added additionally to the
companies expenses. A rise in the SG and A is due to the rise in travel costs
and hotels. An average of four to five personnel attends the exhibitions in
order to accommodate the visitors. Preparation of the stands at exhibitions,
which are custom made to attract the potential clientele are additional costs
that contribute to the rise in the SG and A. Costs have also risen due to the
sale of the dialers. For every Symbian dialer sold for example a fee is payable
to Symbian.
Liquidity
and Capital Resources
As of
September 30, 2009 we had $156,283 in cash. A substantial amount of cash will be
required in order to grow operations over the next twelve months. Based upon our
current cash we may not be able to meet our current expenses and may need
additional capital. We intend to seek advice from investment professionals on
how to obtain additional capital and believe that by being a public entity we
will be more attractive to sources of capital. In addition, we will need to
raise additional capital to continue our operations past 12 months, and there is
no assurance we will be successful in raising the needed capital. Currently we
have no material commitments for capital expenditures. Management believes
that actions presently being taken to obtain additional funding and implement
its strategic plans provide the opportunity for the Company to continue as a
going concern
-2-
Investment
agreement
On August
20, 2007, VoiceServe entered into an Investment Agreement with Dutchess Private
Equities Fund, Ltd. (the “Investor”). Pursuant to this Agreement, the
Investor shall commit to purchase up to $10,000,000 of our common stock over the
course of thirty-six (36) months. The amount that we shall be entitled to
request from each purchase (“Puts”) shall be equal to, at our election, either
(i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market only)
of the common stock for the ten (10) trading days prior to the applicable Put
Notice Date, multiplied by the average of the three (3) daily closing bid prices
immediately preceding the Put Date. The Put Date shall be the date that
the Investor receives a put notice of a drawn down by us. The purchase
price shall be set at ninety-three percent (93%) of the lowest closing Best Bid
price of the Common Stock during the pricing period. The pricing period
shall be the five (5) consecutive trading days immediately after the put notice
date. There are put restrictions applied on days between the put date and
the closing date with respect to that particular put. During this time, we
shall not be entitled to deliver another put notice.
In
connection with the Agreement, we entered into a Registration Rights Agreement
with the Investor (”Registration Agreement”). Pursuant to the Registration
Agreement, we were obligated to file a registration statement with the
Securities and Exchange Commission (“SEC”) covering 2,335,550 shares of the
common stock underlying the Investment Agreement within 15 days after the
execution date. We filed a registrations statement with the SEC covering
the Investor shares on October 4, 2007, which was then declared effective on
November 6, 2007.
Critical Accounting
Pronouncements
Our
significant accounting policies are summarized in Note 2 of our financial
statements included in our report on Form 10-KSB.
We have
adopted the following accounting standards. While all of these significant
accounting policies impact our financial condition, our views of these policies
are critical. Policies determined to be critical are those policies that have
the most significant impact on our financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would have materially effected our results of operations,
financial position or liquidity for the periods presented in this
report.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4 Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
Changes in internal
controls
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended September 30,
2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
-3-
PART
II - OTHER INFORMATION
Item 1. Legal
Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors.
Not
applicable because we are a smaller reporting company.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None
Item
3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of
Security Holders.
None.
Item 5. Other
Information.
None.
Item
6. Exhibits.
Exhibit
Number
|
Descriptions
|
31.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
-4-
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
VOICESERVE,
INC.
|
|||
Date:
November 17, 2009
|
By:
|
/s/
Michael
Bibelman
|
|
Michael
Bibelman
|
|||
Chief
Executive Officer
|
Date:
November 17, 2009
|
By:
|
/s/ Aron
Sandler
|
|
Chief
Financial Officer and Principal
|
|||
Accounting
Officer
|
|||
-5-