GAMERICA HOLDINGS & ACQUISITIONS CORP. - FORM 10-Q

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EX-31.2 - GAMERICA HOLDINGS & ACQUISITIONS CORP.	v193418_ex31-2.htm
EX-32.2 - GAMERICA HOLDINGS & ACQUISITIONS CORP.	v193418_ex32-2.htm
EX-31.1 - GAMERICA HOLDINGS & ACQUISITIONS CORP.	v193418_ex31-1.htm
EX-32.1 - GAMERICA HOLDINGS & ACQUISITIONS CORP.	v193418_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(MARK ONE)

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010

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

FOR THE TRANSITION PERIOD FROM __________________ TO __________________

COMMISSION FILE NUMBER: 000-33035

VOIS INC.

(Exact name of registrant as specified in its charter)

Florida		95-4855709
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8709 Hunters Green Dr., Suite 300, Tampa, FL		33647
(Address of principal executive offices)		(Zip Code)

(813) 907-2999

(Registrant's telephone number, including area code)

22900 Shaw Road, Suite 111, Sterling, VA 20166

(Former name, former address and former fiscal year, if changed since last report)

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

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 (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ
(Do not check if 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 ¨ No þ

The number of shares of the registrant’s Common Stock, $.00001 par value, outstanding at August 13, 2010, the latest practicable date, was: 2,666,342,263.

VOIS INC.

FORM 10-Q

June 30, 2010

(Unaudited)

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4T	Controls and Procedures.	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	22
Item 1A.	Risk Factors.	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22
Item 3.	Defaults Upon Senior Securities.	22
Item 4.	Submission of Matters to a Vote of Security Holders.	23
Item 5.	Other Information.	23
Item 6.	Exhibits.	23

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to implement our business plan and generate revenues, access to sufficient capital to fund our operations, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms “VOIS”, "we", "our", and "us" refers to VOIS Inc., a Florida corporation, and our subsidiary. In September 2007 we changed our fiscal year end from December 31 to September 30. When used in this report, “fiscal 2009” means the year ended September 30, 2009 and "fiscal 2010" means the year ending September 30, 2010. The information which appears on our website is not part of this report.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VOIS INC.

(A Development Stage Company)

BALANCE SHEETS

	June 30, 2010			September 30, 2009
	(Unaudited)			(1)
ASSETS
CURRENT ASSETS:
Cash	$	13,713		$	90,947
Total Current Assets		13,713			90,947

OTHER ASSETS:
Property and equipment, net		10,812			16,313
Website development costs, net of accumulated amortization of $427,521 and $289,742 at June 30, 2010 and September 30, 2009, respectively		80,039			201,018
Other assets		22,423			22,423
Total Assets	$	126,987		$	330,701

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	172,292		$	94,164
Notes payable and accrued interest		294,516			272,766
Total current liabilities		466,808			366,930

STOCKHOLDERS' DEFICIT
Preferred Stock ($.001 par value; 10,000,000 shares authorized)		-			-

Common stock ($.00001 par value; 100,000,000,000 shares authorized; 2,666,342,263 and 828,528,200 shares issued and outstanding at June 30, 2010 and September 30, 2009, respectively)		26,663			8,285
Additional paid in capital		27,636,169			12,709,180
Deficit accumulated during the development stage		(28,002,653	)		(12,753,694	)

Total stockholders' deficit		(339,821	)		(36,229	)

Total liabilities and stockholders' deficit	$	126,987		$	330,701

(1) derived from audited financial statements

See Notes to Unaudited Financial Statements.

VOIS INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

													Cumulative
													For the
													Period From
													May 19,
	Three month			Three month			Nine month			Nine month			2000
	period ended			period ended			period ended			period ended			(Inception) to
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	-		$	1,319					$	1,541		$	36,139

Operating expenses:
Selling, general & administrative		816,718			343,890			15,227,208			737,330			24,214,724
Total operating expenses		816,718			343,890			15,227,208			737,330			24,214,724

Operating loss		(816,718	)		(342,571	)		(15,227,208	)		(735,789	)		(24,178,585	)

Other (income) expense:
Interest income		-			(4	)		-			(253	)		(4,572	)
Loss on investment in A.D. Parma		-			-			-			-			125,000
Interest expense		7,250			9,063			21,751			21,751			629,854
Interest expense - related party		-			-			-			-			13,391
		7,250			9,059			21,751			21,498			763,673

Loss from continuing operations		(823,968	)		(351,630	)		(15,248,960	)		(757,287	)		(24,942,259	)

Loss from discontinued operations		-			-			-			-			(3,060,394	)

Net loss	$	(823,968	)	$	(351,630	)	$	(15,248,960	)	$	(757,287	)	$	(28,002,653	)

Per share data- basic and diluted:
Loss from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Loss from discontinued operations		-			-			-			-
Net loss	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Basic and diluted weighted average common shares outstanding		2,571,946,659			828,242,200			1,650,599,148			789,800,000

See Notes to Unaudited Financial Statements.

VOIS INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

	Nine-month			Nine-month			Cumulative For the Period
	Period ended			period ended			From May 19, 2000 (Inception)
	June 30, 2010			June 30, 2009			to June 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)

Cash flows from operating activities:
Net loss	$	(15,248,960	)	$	(757,287	)	$	(28,002,653	)
Less income -loss from discontinued operations		-			-			(3,060,394	)
Loss from continuing operations		(15,248,960	)		(757,287	)		(24,942,259	)
Adjustments to reconcile loss from continuing operations to net cash used by continuing operating activities
Fair value of options granted and shares issued to directors, employees, and consultants		11,835,000			180,924			17,521,929
Fair value of rights issued pursuant to notes payable		-			-			117,112
Fair value of shares issued for services		2,070,000			56,000			2,267,839
Loss on extinguishment of debt		-			-			1,711
Amortization of deferred financing costs		-			-			16,693
Loss on investment in A.D. Parma		-			-			125,000
Depreciation		5,502			7,017			22,767
Amortization		137,779			144,398			427,521
Amortization of deferred compensation		907,423			68,613			1,181,873
Changes in operating assets and liabilities
Other asset		-			-			(14,226	)
Deferred tax asset		-			(13,259	)		(77,500	)
Accrued interest		21,750			21,783			167,360
Accrued interest-related party		-			-			5,474
Accounts payable and accrued expenses		78,128			(43,446	)		1,029,438
Deferred tax liability		-			13,259			77,500
Total adjustments to loss from continuing operations		15,055,582			435,289			22,870,491
Net cash flows from continuing operating activities		(193,378	)		(321,998	)		(2,071,768	)
Net operational cash flows from discontinued operations		-			-			(2,088,117	)
Net cash used by operating activities		(193,378	)		(321,998	)		(4,159,885	)

Cash flows used in investing activities:
Investment in A.D. Parma		-			-			(125,000	)
Website development costs		(16,800	)		(178,800	)		(507,560	)
Capital expenditures		-			(4,303	)		(108,477	)
Acquisition and purchases of intangible and other assets		-			-			(8,197	)

Net cash used in investing activities		(16,800	)		(183,103	)		(749,234	)

Cash flows from financing activities:
Proceeds from issuance of notes payable		-			-			979,519
Repayment of notes payable		-			-			(438,769	)
Exercise of options		84,944			-			119,595
Repayment from notes payable- related party		-			-			38,500
Issuance of notes receivable-related party		-			-			(38,500	)
Proceeds from sale of royalty agreement		-			-			50,000
Equipment loans		-			-			(32,481	)
Advance from executive officers		-			-			204,500
Payments of financing costs		-			-			(182,140	)
Proceeds from issuance of shares of common stock		48,000			76,000			4,549,588
Offering costs and fees		-			-			(326,980	)

Net cash provided by financing activities		132,944			76,000			4,922,832

Net increase (decrease) in cash		(77,234	)		(429,101	)		13,713

Cash, beginning of period		90,947			640,486			-

Cash, end of period		13,713			211,385			13,713

Supplemental disclosures of cash flow information:
Cash paid for interest		-			-			32,443
Cash paid for taxes		-			-			-

Non-cash investing and financing activities:
Issuance of shares pursuant to conversion of advances from executive officers		-			204,500			204,500
Forfeiture of executive compensation		-			630,848			630,848
Fair value of shares issued to satisfy notes payable and accrued interest		-			834,231			834,231
Deferred financing and offering costs		-			-			249,689
Deferred compensation		-			-			(274,450	)
Equipment financed		-			-			34,120

See Notes to the Unaudited Financial Statements

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 1 - PLAN OF ORGANIZATION

Organization, Presentation of Financial Statements, Going Concern, and Change in Control

VOIS Inc. (the “Company”) was incorporated in the State of Delaware on May 19, 2000 as Medical Records by Net, Inc. On October 17, 2000, its name was changed to Lifelink Online, Inc. In January 2001, its name was changed to MedStrong Corporation and on March 9, 2001 the Company name was changed to MedStrong International Corporation. Finally, on March 30, 2008, the Company’s name was changed to VOIS Inc.

Through June 30, 2010, the Company was in the development stage and has not carried any significant operations and has generated minimal revenues. The Company has incurred losses since inception aggregating to $28,002,653. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

Principal Business Activity

On January 31, 2007, our Board of Directors approved an agreement to acquire certain assets from Vois Networking, Inc. (a privately held, Florida corporation) controlled by two of our directors and officers. We purchased fixed assets in the form of furniture, fixtures and equipment as well as certain intangible assets.

In January, 2010, the Company launched a new portal within its existing website to provide testing and development, and created code and data repositories for both contract and freelance software developers working to build next generation cloud application software. The Company’s offices are located in Tampa, Florida.

Basis of Presentation

The Company is currently a development stage enterprise reporting under the provisions of Statement of Financial Accounting Standards (“SFAS”) no. 7. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended September 30, 2009 and notes thereto and other pertinent information contained in Form 10-K the Company has filed with the Securities and Exchange Commission (the “Commission”).

The results of operations for the three and nine-months ending June 30, 2010 are not necessarily indicative of the results for the full fiscal year ending September 30, 2010.

Change in Control

On November 2, 2009 Mr. Herbert Tabin, formerly an executive officer and director of our company, sold 225,000,000 shares of our common stock, including shares owned beneficially and of record by him as well as shares owned by entities over which he holds voting and dispositive control, to Mr. John R. Signorello for nominal consideration in a private transaction. The shares of common stock purchased by Mr. Signorello represent approximately 27% of our outstanding common stock before the sale of shares to IceWEB, Inc. by us in a private transaction.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

On November 3, 2009 we sold 160,000,000 shares of our common stock to IceWEB, Inc., a publicly traded company (OTCBB: IWEB) that manufactures and markets purpose built appliances, network and cloud attached storage solutions and delivers on-line cloud computing application services, in a private transaction exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act resulting in gross proceeds to us of $48,000. IceWEB used corporate funds for the purchase of our stock. Mr. Mark B. Lucky, a member of our Board of Directors, is Chief Financial Officer of IceWEB, Inc.

Mr. Signorello is Chief Executive Officer and a member of the Board of Directors of IceWEB, Inc., and by virtue of his position with that company, has voting and dispositive control over those securities. As a result of both his purchase of shares of our common stock from Mr. Tabin and his voting and dispositive control over the shares purchased by IceWEB, Mr. Signorello now holds voting and dispositive control over an aggregate of 875,000,000 shares of our common stock representing approximately 33% of our outstanding common stock.

NOTE 2 - SUMMARY OF CRITICAL AND SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Online advertising revenue is recognized as advertisements are displayed.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results will differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents.

Concentrations of Risks

The Company is subject to concentrations of credit risk primarily from cash. At June 30, 2010, the FDIC insured deposits up to $250,000 and provided unlimited coverage for non-interest bearing transaction accounts. While the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits, it cannot reasonably alleviate the risk associated with the sudden possible failure of such financial institutions.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. When assets are sold or retired, the cost and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is reflected in income for the period. The cost of maintenance and repairs are charged to expense as incurred. Significant renewals and replacements, which substantially extend the lives of the assets, are capitalized. Depreciation is provided by the straight-line method over the estimated useful lives of the related assets ranging from 3 to 7 years.

Website Development Costs

We account for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB ASC 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs. As of June 30, 2010, we have capitalized certain internal use software and website development costs amounting to approximately $508,000. The estimated useful life of costs capitalized is evaluated for each specific project and is currently being amortized over two years.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 2 - SUMMARY OF CRITICAL AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, the deferred tax provision is determined under the liability method. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates.

Share-based Payment

We record share based payments under the provisions of FASB ASC 718, Compensation - Stock Compensation. Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between FASB ASC 718 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. FASB ASC 718 permitted public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for FASB ASC 718. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under FASB ASC 718. Effective with its fiscal 2006 year, the Company adopted the provisions of FASB ASC 718 and related interpretations as provided by SAB 107 prospectively. As such, compensation cost is measured on the date of grant as its fair value. Such compensation amounts are amortized over the respective vesting periods of the options granted.

Earnings Per Share

The Company adopted FASB ASC 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive.

The following securities have been excluded from the calculation of diluted earnings (loss) per share, as their effect would be anti-dilutive.

	June 30,		September 30,
	2010		2009

Stock Options		387,469,270		359,006,700
Warrants		—		11,595,100
Rights Issued to Note Holders		1,586,800		1,586,800
Total		389,056,070		372,188,600

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense amounted to $0 and $26,943 during the nine-month periods ending June 30, 2010 and 2009, respectively.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 2 - SUMMARY OF CRITICAL AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Codification (“ASC”) No. 105, Generally Accepted Accounting Principles (“ASC 105” or “FASB Codification”), previously referred to as Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No 162 (“SFAS 168”). The effective date for use of the FASB Codification is for interim and annual periods ending after September 15, 2009. Companies should account for the adoption of the guidance on a prospective basis. Effective July 1, 2009, the Company adopted the FASB Codification and its adoption did not have a material impact on its consolidated financial statements. The Company has appropriately updated its disclosures with the appropriate FASB Codification references during the three months ended September 30, 2009. As such, all the notes to the consolidated financial statements below as well as the critical accounting policies in the Management’s Discussion and Analysis section have been updated with the appropriate FASB Codification references.

In October 2009, the FASB issued Accounting Standard Update (“ASU”) No. 2009-13 on Topic 605, Revenue Recognition – Multiple Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force (“ASU 2009-13”). The objective of ASU 2009-13 is to address the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. ASU 2009-13 provides amendments to the criteria in Subtopic 605-25, Multiple-Element Arrangements (“Subtopic 605-25”) for separating consideration in multiple-deliverable arrangements. The amendments in ASU 2009-13 establish a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor specific objective evidence nor third-party evidence is available. The amendments in ASU 2009-13 also will replace the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010. Early adoption is permitted and can be applied prospectively or retrospectively. The Company is currently evaluating the impact, if any, ASU 2009-13 will have on its consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-14 on Topic 985, Software – Certain Revenue Arrangements That Include Software Elements – a consensus of the FASB Emerging Issues Task Force (“ASU 2009-14”). The objective of ASU 2009-14 is to address the accounting for revenue arrangements that contain tangible products and software. Currently, products that contain software that is “more than incidental” to the product as a whole are within the scope of the software revenue guidance in Subtopic 985-605, Software – Revenue Recognition (“Subtopic 985-605”). Subtopic 985-605 requires a vendor to use a vendor-specific objective evidence of selling price to separate deliverables in a multiple-element arrangement. A vendor must sell or intend to sell a particular element separately to assert vendor-specific objective evidence for that element. If a vendor does not have vendor-specific objective evidence for the undelivered elements in an arrangement, the revenue associated with both the delivered and undelivered elements is combined into one unit of accounting. Any revenue attributable to the delivered products is then deferred and recognized at a later date, which in many cases is as the undelivered elements are delivered by the vendor. The amendments in ASU 2009-14 will change the accounting model for revenue arrangements that include both tangible products and software elements. Tangible products containing software components and nonsoftware components that function together to deliver the tangible products essential functionality are no longer within the scope of the software revenue guidance in Subtopic 985-605. In addition, the amendments in ASU 2009-14 require that hardware components of the tangible product containing software components always be excluded from the software revenue guidance. ASU 2009-14 is effective for fiscal years beginning on or after June 15, 2010. Early adoption is permitted and can be applied prospectively or retrospectively. The Company is currently evaluating the impact, if any, of ASU 2009-14 will have on its consolidated financial statements.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

In May 2009, the FASB issued ASC No. 855, Subsequent Events (“ASC 855”), previously referred to as SFAS No. 165, Subsequent Events. ASC 855 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are available to be issued. More specifically, ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition in the financial statements, identifies the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that should be made about events or transactions that occur after the balance sheet date. The adoption of ASC 855 did not have a material impact on our financial statements.

In April 2009, FASB issued ASC No. 820-10-35, Fair Value Measurements and Disclosures – Subsequent Measurement (“ASC 820-10-35”), which discusses the provisions related to the determination of fair value when the volume and level of activity for the asset or liability have significantly decreased, which was previously discussed in FSP SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. ASC 820-10-35 states that a significant decrease in the volume and level of activity for the asset or liability when compared with normal market activity is an indication that transactions or quoted prices may not be determinative of fair value because there may be increased instances of transactions that are not orderly in such market conditions. Accordingly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value. The Company adopted ASC 820-10-35 effective April 1, 2009. The adoption of ASC 820-10-35 did not have a material impact on the Company’s consolidated results of operations and financial condition.

In April 2009, the FASB issued ASC No. 825-10 “Financial Instruments” (“ASC 825-10”) previously known as FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. ASC 825-10 requires disclosures about the fair value of the Company’s financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the balance sheets, in interim reporting periods as well as in annual reporting periods. In addition, ASC 825-10 requires disclosures of the methods and significant assumptions used to estimate the fair value of those financial instruments. ASC 825-10 is effective for interim and annual periods ending after June 15, 2009. The Company adopted ASC 825-10 effective April 1, 2009 and the adoption did not have a material impact on its consolidated results of operations and financial condition.

In April 2009, the FASB issued ASC 320-10-65, Transition Related to Recognition and Presentation of Other-Than-Temporary Impairments (“ASC 320-10-65”), previously referred to as FASB Staff Position (“FSP”) FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. ASC 320-10-65 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. ASC 320-10-65 does not change existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company adopted ASC 320-10-65 effective April 1, 2009. The adoption of ASC 320-10-65 did not have a material impact on the Company’s consolidated results of operations and financial condition.

NOTE 3: WEBSITE DEVELOPMENT COSTS

Website development costs, net of accumulated amortization are as follows:

	June 30			September 30,
	2010			2009

Website development costs	$	507,560		$	490,760
Less: accumulated amortization		(427,521	)		(289,742	)
Website development costs, net	$	80,039		$	201,018

Amortization expense of the website development costs amounted to $137,779 and $144,398 during the nine-month periods ending June 30, 2010 and 2009, respectively.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 4 - PROPERTY AND EQUIPMENT

Property and Equipment are comprised of the following:

	June 30,			September 30,
	2010			2009
Continuing Operation
Computer equipment	$	14,563		$	14,563
Furniture and fixtures		9,388			9,388
Leasehold improvements		5,586			5,586
Equipment		4,041			4,041
		33,578			33,578
Accumulated depreciation		(22,766	)		(17,265	)
Property and equipment, net	$	10,812		$	16,313

Depreciation expense of the property and equipment amounted to $5,502 and $7,017 during the nine-month periods ending June 30, 2010 and 2009, respectively.

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of June 30, 2010 and September 30, 2009 are comprised of trade payables and accrued salaries:

	June 30,		September 30,
	2010		2009

Trade payables and accrued expenses	$	172,292	$	94,164

NOTE 6 - NOTES PAYABLE

June 30, 2010

$145,000 notes payable, bearing 15% interest rate per annum, due as extended, ranging from June 23, 2004 to December 31, 2004. The Company owes $149,516 in accrued interest and penalty at June 30, 2010. The notes payable are unsecured and currently in default.

The total amount due on the notes payable is as follows:

	June 30,
	2010

Principal	$	145,000
Interest and Penalty		149,516
Total	$	294,516

The default penalty contained in the notes issued in 2005 provides the note holder with a stock purchase right to acquire, for every 30 day period that the Company is in default on the loan, one share of the Company’s common stock at $0.375 per share for each dollar of the loan.

The interest and penalty expenses associated with the aforementioned notes amounted to $21,750 during the nine-month period ending June 30, 2010.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 6 - NOTES PAYABLE (Continued)

September 30, 2009

$145,000 notes payable, bearing 15% interest rate per annum, due as extended, ranging from June 23, 2004 to December 31, 2004. The Company owes $127,766 in accrued interest and penalty at September 30, 2009. The notes payable are unsecured and currently in default.

The total amount due on the notes payable is as follows:

	September 30, 2009

Principal	$	145,000
Interest and Penalty		127,766
Total	$	272,766

NOTE 7 - RELATED PARTY TRANSACTIONS

Right to Acquire Stock

On October 31, 2007 the Company and VOIS Partners LLC entered into Stock Purchase Agreements with each of Trackside Brothers LLP, Carrera Capital Management, Inc. and JAB Interactive LLC. Mr. Gary Schultheis, the Company’s President and CEO, is the managing member of VOIS Partners LLC. Under the terms of these agreements,

Trackside Brothers LLP agreed to sell the 100,000 shares of the Company’s common stock it owns to VOIS Partners LLC. Mr. Schultheis, as well as Messrs. Stephen J. Bartkiw and Mark J. Minkin, former executive officers and directors of the Company, are the members of Trackside Brothers LLP,

Carrera Capital Management, Inc. agreed to sell the 1,200,000 shares of the Company’s common stock it owns to VOIS Partners LLC. Carrera Capital Partners, Inc. is owned by Mr. Minkin, and

JAB Interactive LLC agreed to sell the 1,200,000 shares of the Company’s common stock it owns to VOIS Partners LLC. Mr. Bartkiw is the managing member of JAB Interactive LLC.

The transactions closed in March 2008, and at closing the Company agreed to satisfy certain payables to each of Messrs. Bartkiw and Minkin as well as other third parties in the aggregate amount of approximately $328,000. Subject to the closings of the transactions, the certificates representing the shares were placed in escrow. The receipt by the Company of gross proceeds of $3,000,000 from a financing is a condition to the closings of the agreements. The agreements each contain customary indemnification provisions and at the closings the parties agreed to enter into general releases.

During April 2008 these agreements closed pursuant to their terms and, pursuant to the terms of the agreements, the Company satisfied the payables due former officers and directors as well as other third parties in the aggregate amount of approximately $328,000.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 8 - CAPITAL STOCK

Issuance of Shares Pursuant to Private Placements

During the nine-month period ending June 30, 2010, the Company issued 160,000,000 shares of common stock pursuant to a private placement, generating proceeds of $48,000.

Stock Options

We currently have three stock option plans, our 2002 Stock Option Plan, as amended (the "2002 Plan"), our 2007 Equity Compensation Plan (the "2007 Plan") and our 2009 Equity Compensation Plan (the “2009 Plan”). The purpose of each of these plans is to enable us to offer to our employees, officers, directors and consultants whose past, present and/or potential contributions to our company have been, or will be important to our success, an opportunity to acquire a proprietary interest in our company. All of these plans are administered by our Board of Directors.

2002 Plan

The effective date of the 2002 Plan was August 9, 2002 and the maximum number of shares which could be initially issued over the term of the 2002 Plan was 1,000,000 shares. The 2002 Plan was amended on August 12, 2003 to increase the number of shares available for issuance thereunder to 3,000,000 shares. While the shares underlying outstanding options and the exercise price automatically adjust for all stock splits, the actual number of shares reserved under the 2002 Plan does not adjust. As of June 30, 2010, options and stock rights covering an aggregate of 42,950,000 shares of our common stock have been granted (giving effect to the 100:1 stock split in July 2009) and 2,543,333 shares remain available for issuance under the 2002 Plan. At June 30, 2010 we have outstanding options to purchase an aggregate of 43,000,000 shares of our common stock with an exercise price of $0.0525 per share. The 2002 Plan will terminate on August 8, 2012, unless earlier terminated by our Board of Directors.

The 2002 Plan authorizes the grant of:

options which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");

options which do not qualify as ISOs ("Non-Qualified Options" or "NSOs");

awards of our common stock; and

rights to make direct purchases of our common stock which may be subject to certain restrictions.

The stock rights granted under the 2002 Plan will be authorized but unissued shares of our common stock or shares of common stock reacquired by us in any manner. If any stock rights granted under the 2002 Plan should expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the shares of common stock subject to such stock rights will again be available for grants of stock rights under the 2002 Plan.

The exercise price per share for each Non-Qualified Option granted, and the purchase price per share of stock granted in any award or authorized as a purchase, cannot be less than the minimum legal consideration required therefor under the laws of any jurisdiction in which we or our successors in interest may be organized. The exercise price per share for each ISO granted cannot be less than the fair market value per share of common stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock possessing more than 10% of the total combined voting power of all classes of our company, the price per share cannot be less than 110% of the fair market value per share of common stock on the date of grant.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 8 - CAPITAL STOCK (Continued)

Subject to earlier termination, each option will expire on the date specified by the Board of Directors, but not more than 10 years from the date of grant in the case of options generally and five years from the date of grant in the case of ISOs granted to an employee owning stock possessing more than 10% of the total combined voting power of all classes of our stock. Unless otherwise specified in the agreements relating to such ISOs, if an ISO optionee ceases to be employed by us other than by reason of death, disability, voluntary termination or a breach of his or her employment agreement, no further of his or her ISOs will become exercisable, and his or her ISOs shall terminate on the earlier of 90 days after the date of termination of his or her employment, or their specified expiration dates. Stock rights granted to members of the Board of Directors will be identical to those granted to other eligible persons. Members of the Board of Directors who either are eligible to receive grants of stock rights pursuant to the 2002 Plan or have been granted stock rights may vote on any matters affecting the administration of the 2002 Plan or the grant of any stock rights pursuant to the 2002 Plan, except that no such member can act upon the granting to himself or herself. The shares of common stock which a recipient of an authorization to make a purchase may be subject to specified restrictions, to be determined by the Board, and may include the requirement of continued employment with our company or a subsidiary or achievement of certain performance objectives, among other conditions. Awards of the common stock may be made to a recipient as a bonus or as additional compensation, as determined by the Board of Directors.

On October 30, 2009 our Board of Directors approved amendments to the outstanding options to purchase 40,000,000 shares of our common stock with an exercise price of $0.0525 per share granted under our 2002 Stock Option Plan which are held by members of our management and an employee to provide that these options are exercisable until the earlier of the original expiration date of June 7, 2012, or the first anniversary following the date the holder is no longer a member of the Board of Directors or employee of our company.

2007 Plan

On October 3, 2007, our Board of Directors authorized the 2007 Plan covering 1,500,000 shares of common stock. The 2007 Plan was required to be approved by our shareholders prior to October 3, 2008. As we did not submit the 2007 Plan to our shareholders for approval prior to that date, incentive stock options may not be awarded under the 2007 Plan and any incentive stock options previously awarded under the 2007 Plan have been converted into non-qualified options upon terms and conditions determined by the Board, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the incentive stock options being so converted. As of June 30, 2010, options and stock rights covering an aggregate of 120,000,000 shares of our common stock have been granted and 30,000,000 shares remain available for issuance under the 2007 Plan. At June 30, 2010 we have outstanding options to purchase an aggregate of 120,000,000 shares of our common stock with an exercise price of $0.025 per share. The 2007 Plan will terminate on October 3, 2017, unless earlier terminated by our Board of Directors.

In the event of any stock split of our outstanding common stock, the Board of Directors in its discretion may elect to maintain the stated amount of shares reserved under the 2007 Plan without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the 2007 Plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Plan options may either be ISOs or NSOs. In addition, the 2007 Plan allows for the inclusion of a reload option provision, which permits an eligible person to pay the exercise price of the option with shares of common stock owned by the eligible person and receive a new option to purchase shares of common stock equal in number to the tendered shares. Any ISO granted under the 2007 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The 2007 Plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. Any NSO granted under the 2007 Plan must provide for an exercise price of not less than the par value of our common stock. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 8 - CAPITAL STOCK (Continued)

On October 30, 2009 our Board of Directors amended options to purchase an aggregate of 120,000,000 shares of our common stock with an exercise price of $0.025 per share granted under our 2007 Equity Compensation Plan which are held by members of our management and an employee to provide that these options are exercisable until the earlier of the original expiration date of October 3, 2012, or the first anniversary following the date the holder is no longer a member of the Board of Directors or employee.

2009 Plan

On April 17, 2009, our Board of Directors authorized the 2009 Plan covering 5,000,000 shares of common stock. The 2009 Plan is required to be approved by our shareholders prior to April 17, 2010 or any incentive stock options we may award under the 2009 Plan will automatically convert into non-qualified options upon terms and conditions determined by the Board, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the incentive stock options being so converted. Following the adoption of the 2009 Plan our Board granted options to purchase an aggregate of 194,000,000 shares of our common stock with exercise prices ranging from $0.0035 to $0.007 per share.

In the event of any stock split of our outstanding common stock, the Board of Directors in its discretion may elect to maintain the stated amount of shares reserved under the 2009 Plan without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the 2009 Plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Plan options may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the 2009 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The 2009 Plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.

On October 30, 2009 our Board of Directors amended options to purchase an aggregate of 166,500,000 shares of our common stock with exercise prices ranging from $0.0035 to $0.007 per share granted under our 2009 Equity Compensation Plan which are held by members of management, an employee and a consultant to accelerate the vesting of all previously unvested portions to October 29, 2009 and to provide that all such options are exercisable for the earlier of three years from the vesting date or one year after the date the holder is no longer an officer, director or employee of our company or, as to the consultant, no longer renders services to us. The Company recorded $258,138 of option based compensation expense in the six months ending June 30, 2010 related to the amendment of these options.

The fair value of stock options granted was estimated at the date of grant using the Black-Scholes options pricing model. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model:

	June 30,
	2010	2009

Expected volatility	385% - 550%	193%
Expected term	1 - 5 Years	1 - 5 Years
Risk-free interest rate	0.33%	1.38%
Forfeiture Rate	0% - 45%	0%
Expected dividend yield	0%	0%

VOIS Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2010

(Unaudited)

NOTE 8 - CAPITAL STOCK (Continued)

The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.

For the nine months ended June 30, 2010, total stock-based compensation charged to operations for option-based arrangements amounted to $907,423. At June 30, 2010, there was approximately $242,400 of total unrecognized compensation expense related to non-vested option-based compensation arrangements under the Plan.

A summary of the status of the Company’s outstanding stock options as of June 30, 2010 and changes during the period ending on that date is as follows:

	Number of			Weighted Average
	Options			Exercise Price
Stock options
Balance at beginning of year		359,006,700		$	0.0175
Granted		70,000,000		$	0.0053
Exercised		(39,480,730	)	$	0.0100
Forfeited		(2,056,700	)	$	0.0525
Balance at end of period		387,469,270		$	0.0166

Options exercisable at end of period		306,680,937		$	0.0196

Weighted average fair value of options granted during the year				$	0.0053

The following table summarizes information about employee stock options outstanding at June 30, 2010:

	Options Outstanding			Options Exercisable
			Weighted
	Number		Average	Weighted	Number		Weighted
Range of	Outstanding at		Remaining	Average	Exercisable at		Average
Exercise	June 30,		Contractual	Exercise	June 30,		Exercise
Price	2010		Life	Price	2010		Price

.0035 - .0055		128,600,937	3.89 years	.0035 - .0055		78,125,104		0.0043
.006 - .0066		71,723,333	4 years	.006 - .0066		51,515,000		0.0064
.007 - .025		144,195,000	2.52 years	.007 - .025		134,090,833		0.0231
0.0525		42,950,000	1.93 years	0.0525		42,950,000		0.0525
		387,469,270				306,680,937		0.0196

The Company's policy is to issue shares pursuant to the exercise of stock options from its available authorized but unissued shares of common stock. It does not intend to issue shares pursuant to the exercise of stock options from its treasury shares.

Waiver of Executives' Compensation

Two of the Company's executives waived their rights to compensation aggregating approximately $631,000 during December 2008. This waiver was recorded as a capital contribution during the three-month period ended December 31, 2008.

NOTE 9 – SUBSEQUENT EVENTS

For purposes of determining whether a post-balance sheet event should be evaluated to determine whether it has an effect on the financial statements for the three months ended June 30, 2010, subsequent events were evaluated by the Company through the date the unaudited financial statements for the three months ended June 30, 2010, are issued.

No recognized or non-recognized subsequent events were noted.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

We are a social commerce website where people can easily find and do business with buyers and sellers of on-demand work or manufacturing around the world. We make doing business simple, using our online social networking platform. This innovative platform works to liberate individuals and businesses by allowing work and manufacturing opportunities to become globally borderless. With VOIS, business can be done anywhere, anytime removing other boundaries such as location, socio-economic status, pedigree, race, age, gender or qualification.

We are a development stage company. During fiscal 2009 and continuing into the first half of fiscal 2010 we completed certain technology milestones which were necessary to the full launch of our business, including our new User Interface Design, Usability Testing and Site Evaluation. We believe that designing an effective User Interface Design, which determines how easily users can complete their tasks and accomplish their goals, is critical to product success. Usability Testing puts a prototype or application in the hands of potential users in order to gain their direct feedback on how a design can be improved and Site Evaluation identifies where a site succeeds and how it can be improved.

During the first nine months of fiscal 2010 we raised $48,000 from the sale of our securities and we continue to attempt to raise capital through private sales. We do not have any firm commitments to provide capital and we anticipate that we will have certain difficulties raising capital given the development stage of our company and the current uncertainties in the capital markets. Accordingly, we cannot assure you that additional working capital will be available to us upon terms acceptable to us. If we do not raise funds as needed, our ability to market our company during 2010 will be limited and we may never be able to achieve profitable operations. In that event, our ability to continue as a going concern is in jeopardy and you could lose all of your investment in our company.

Going Concern

We have generated minimal revenues since inception. Our revenues alone are insufficient to pay our operating expenses and our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our current and future liabilities when they become due until such time, if ever, that we are able to generate sufficient revenues to attain profitable operations. We have experienced losses and negative cash flows from operations since inception and at June 30, 2010 we have an accumulated deficit of approximately $27.2 million. The report of our independent registered public accounting firm on our financial statements for fiscal 2009 contained an explanatory paragraph regarding our ability to continue as a going concern. There can be no assurance that acceptable financing to fund our ongoing operations can be obtained on suitable terms, if at all. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. In that event, we may be forced to cease operations and our stockholders could lose their entire investment in our company.

Results of Operations

Nine Month Period ended June 30, 2010

During the nine months ended June 30, 2010 we had no revenue and in 2009 our revenues were attributable to online advertising revenue. During the first quarter of fiscal 2009 all of our revenues were attributable to our relationship with one advertising partner. During February 2009, this relationship terminated and we subsequently entered into similar relationships with three other advertising partners.

General and administrative expense. For the nine months ended June 30, 2010, general and administrative expenses were $15,227,208 as compared to $737,330 for the nine months ended June 30, 2009, an increase of $14,489,878. For the nine months ended June 30, 2010 and 2009 general and administrative expenses consisted of the following:

	2010		2009

Occupancy	$	19,263	$	56,921
Consulting		2,131,000		—
Employee compensation		12,762,783		335,714
Professional fees		146,684		73,321
Internet/Phone		3,409		5,077
Travel/Entertainment		11		12,229
Product development		8,353		63,432
Marketing		—		27,128
Depreciation and amortization		143,281		151,415
Other		12,424		12,094
	$	15,227,208	$	737,330

	·	For the nine months ended June 30, 2010, Occupancy expense decreased to $19,263 as compared to $56,921. We vacated our offices in December, 2009.

	·	For the nine months ended June 30, 2010, Consulting expense increased to $2,131,000 as compared to $0, as a result of restricted stock issued to consultants which are tasked with our business development efforts.

	·	For the nine months ended June 30, 2010, salaries and related expenses increased to $12,762,783 as compared to $335,714. Employee compensation is higher due to an increase in expense related to the issuance of restricted stock to senior management and the board of directors of $11,780,000, and stock option expense of $907,423 which is primarily due to the issuance of employee stock options.

	·	For the nine months ended June 30, 2010, Professional fee expense increased to $146,684 as compared to $73,321. Professional fee expense increased primarily due to increased legal fees from on-going litigation, as compared to the prior year.

	·	For the nine months ended June 30, 2010, travel and entertainment expense decreased to $11 as compared to $12,229. Travel and entertainment expense decreased as a result of limited travel and general cost-cutting measures put in place by the Company.

	·	For the nine months ended June 30, 2010, Product development expense amounted to $8,353 as compared to $63,432 for the nine months ended June 30, 2009, a decrease of $55,078, or 87%.

	·	For the nine months ended June 30, 2010, Other expense amounted to $12,424 as compared to $12,094 for the nine months ended June 30, 2009.

Three Month Period ended June 30, 2010

During the three months ended June 30, 2010 we had no revenue and in 2009 our revenues were attributable to online advertising revenue. During the first quarter of fiscal 2009 all of our revenues were attributable to our relationship with one advertising partner. During February 2009, this relationship terminated and we subsequently entered into similar relationships with three other advertising partners.

General and administrative expense. For the three months ended June 30, 2010, general and administrative expenses were $816,718 as compared to $343,890 for the three months ended June 30, 2009, an increase of $472,828, or 137%. For the three months ended June 30, 2010 and 2009 general and administrative expenses consisted of the following:

	2010		2009

Occupancy	$	-	$	18,755
Consulting		13,500		0
Employee compensation		701,945		186,504
Professional fees		60,779		31,823
Internet/Phone		—		1,531
Travel/Entertainment		—		7,435
Product development		111		25,645
Marketing		—		7,182
Depreciation and amortization		40,323		58,296
Other		60		6,719
	$	816,718	$	343,890

	·	For the three months ended June 30, 2010, Occupancy expense decreased to $0 as compared to $18,755. We vacated our offices in December, 2009.

	·	For the three months ended June 30, 2010, Consulting expense increased to $13,500 as compared to $0, as a result of our business development efforts.

	·	For the three months ended June 30, 2010, salaries and related expenses increased to $701,945 as compared to $186,504. Employee compensation is higher due to higher stock based compensation expense.

	·	For the three months ended June 30, 2010, Professional fee expense increased to $60,779 as compared to $31,823. Professional fee expense ioncreased primarily due to higher legal fees from on-going litigation as compared to the prior year.

	·	For the three months ended June 30, 2010, travel and entertainment expense decreased to $0 as compared to $7,435. Travel and entertainment expense decreased as a result of limited travel and general cost-cutting measures put in place by the Company.

	·	For the three months ended June 30, 2010, Product development expense amounted to $111 as compared to $25,645 for the three months ended June 30, 2009.

	·	For the three months ended June 30, 2010, Other expense amounted to $60 as compared to $6,719 for the three months ended June 30, 2009. The decrease is primarily due to moving expenses of $5,163 incurred in the prior year.

If our operations remain at the same level, we anticipate that our general and administrative expenses will remain constant during the balance of fiscal 2010, excluding the stock based compensation expense. We will continue our business development and marketing efforts. Our ability to significantly implement our marketing program is dependent on our ability to raise sufficient capital to fund the costs.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between June 30, 2010 (unaudited) and September 30, 2009:

	June 30,			September 30,			$			%
	2010			2009			Change			Change

Working Capital		(453,095	)		(275,983	)		(177,112	)		64.2	%
Cash		13,713			90,947			(77,234	)		(84.9	)%
Total current assets		13,713			90,947			(77,234	)		(84.9	)%
Total assets		126,987			330,701			(203,714	)		(61.6	)%
Accounts payable and accrued liabilities		172,292			94,164			78,128			83.0	%
Notes payable and accrued interest		294,516			272,766			21,750			8.0	%
Total current liabilities		466,808			366,930			99,878			27.2	%
Total liabilities		466,808			366,930			99,878			27.2	%

At June 30, 2010 our working capital decreased as compared to September 30, 2009 primarily as a result of our operating losses and a reduction in cash.

Operating activities

Net cash used for continuing operating activities for the nine months ended June 30, 2010 was $193,378 as compared to for the nine months ended June 30, 2009. For the nine months ended June 30, 2010 we had a net loss of $15,248,960 offset by non-cash items totaling $15,055,582 contributing to the net cash used in continuing operating activities for the nine months ended June 30, 2010 which included:


	·	$11,835,000 related to the expense associated with the issuance of restricted stock to officers and directors,

	·	$2,070,000 related to the expense associated with the issuance of restricted stock to consultants for services,

	·	$907,423 related to the expense associated with the issuance of stock options, and

	·	$143,281 of depreciation and amortization.

In addition, we had an increase in our accounts payable and accrued expenses during the nine month period of $78,128.

Net cash used for continuing operating activities for the nine months ended June 30, 2009 was $321,998. Non-cash items totaling approximately $465,000 contributing to the net cash used in continuing operating activities for the nine months ended June 30, 2009 include:

•

$180,924 recognized in compensation for common stock options granted during the third fiscal quarter,

•

$56,000 representing the value of shares issued to third parties for services which represents capitalized Web development costs,

•

$68,613 of amortization of deferred compensation related to an agreement for advertising services, and

•

$151,415 of depreciation and amortization, which included approximately $144,400 in amortization of web development costs.

In addition, we used cash of approximately $43,446 to reduce our accounts payable and accrued expenses during the first three quarters of the fiscal year.

Investing activities

Net cash used in investing activities for the nine months ended June 30, 2010 was $16,800, which reflects Web site development costs.

Net cash used in investing activities for the nine months ended June 30, 2009 totaled $183,103, which includes Web site development costs of $178,800 and the purchase of furniture and fixtures of $4,303.

Financing activities

Net cash provided by financing activities was $132,944 for the nine months ended June 30, 2010 as compared to $76,000 for the nine months ended June 30, 2009. During the fiscal 2010 period we generated cash from the sale of our securities of $48,000 and from the exercise of employee stock options of $84,944. During the fiscal 2009 period we generated cash from the sale of our securities in the amount of $76,000.

Critical Accounting Policies

Web site Development Costs

We capitalized certain internal use software and Web site development costs. We use judgment in estimating the useful life of the costs capitalized for each specific project which is two years.

Share-Based Payments

In December 2004, the FASB issued ASC Topic 718, “Compensation – Stock Compensation (Formerly SFAS No. 123 (R), “Share-Based Payments," which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under ASC Topic 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued SAB 107. SAB 107 expresses views of the staff regarding the interaction between SFAS ASC Topic 718 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. ASC Topic 718 permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for ASC Topic 718. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under ASC Topic 718. Effective with our fiscal 2006, we adopted the provisions of ASC Topic 718 and related interpretations as provided by SAB 107 prospectively. As such, compensation cost is measured on the date of grant as its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Recent accounting pronouncements

In March 2009, the FASB issued ASC 815, Derivatives and Hedging which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under ASC 815, and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. ASC 815 is effective for our company beginning December 15, 2009. Management believes that, for the foreseeable future, this Statement will have no impact on our financial statements.

In December 2007, the FASB issued FASB ASC 805, Business Combinations, “Business Combinations”, which replaced ASC 805. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. ASC 805 was effective for our company beginning December 15, 2009 and will apply prospectively to business combinations completed on or after that date. Management believes that, for the foreseeable future, this Statement will have no impact on our financial statements.

In December 2007, the FASB issued FASB ASC 810-65, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No 51”, which changes the accounting and reporting for minority interests. Minority interests will be recharacterized as noncontrolling interests and will be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. ASC 810-65 was effective for our company effective December 15, 2009 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retrospectively. Management believes that, for the foreseeable future, this Statement will have no impact on our financial statements.

In May 2009, the FASB issued FASB ASC 105-10, Generally Accepted Accounting Principles the FASB Accounting Standards Codification”. The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for non-governmental entities. We are currently evaluating the effects, if any, that ASC 105-10 may have on our financial reporting.

The FASB issued FASB ASC 820, Fair Value Measurements and Disclosures” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. In February 2009, the FASB issued “FSP FAS 157-2-Effective Date of ASC 820” , which delays the effective date of ASC 820 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Excluded from the scope of ASC 820 are certain leasing transactions accounted for under FASB ASC 840, Leases.” The exclusion does not apply to fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of ASC 820. Management believes that, for the foreseeable future, this Statement will have no impact on our financial statements.

In April 2009, FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” was issued. This standard amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. FSP 142-3 was effective for financial statements issued for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. Management is currently evaluating the effects, if any, that this staff position may have on our financial reporting.

Item 3.

Quantitative and Qualitative Disclosure About Market Risk.

Not applicable to a smaller reporting company.

Item 4T.

Controls and Procedures.

Evaluation of disclosure controls and procedures. Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by the Quarterly Report (the “evaluation date’). They have concluded that, as of the evaluation date, these disclosure controls and procedures were effective to ensure that material information relating to us would be made known to them by others within those entities and would be disclosed on a timely basis.

Changes in internal control over financial reporting. There were no changes to internal controls over financial reporting that occurred during the three months ended June 30, 2010, that have materially affected, or are reasonably likely to materially impact, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

At September 30, 2009 we reported that we owed an aggregate of $145,000 principal amount under the terms of unsecured promissory notes which were due between December 2002 and February 2003, together with accrued but unpaid interest of approximately $128,000. The outstanding notes due to Messrs. Edward Spindel and Michael Spindel, which were issued at the time they were members of our Board of Directors, remain past due. Messrs. Edward Spindel and Michael Spindel elected not to participate with the holders of other promissory notes, including our executive officers, in the exchange of those notes for equity which occurred during January 2008.

In April 2008 we filed a complaint against Messrs. Edward Spindel and Michael Spindel alleging, in part, that during 2002 and 2003 while our company, which at that time was known as Medstrong International, was under significant financial distress, the defendants caused the company to issue demand promissory notes charging excessive and/or usurious interest rates with the knowledge that the company would be unable to repay the notes upon any demand.

Subsequently, in February 2009 the defendants filed a counterclaim. We have attended both a settlement conference with a magistrate judge and mediation which resulted in an impasse. Although we initially continued to discuss a possible settlement these discussions did not result in a settlement. We were originally set to begin trial on this matter on December 12, 2009. On November 13, 2009, the parties attended a pretrial hearing to address legal issues related to our complaint and the defendants’ counterclaim. Based upon questions posed by the Court and the argument of counsel, the Court struck the defense of usury and additionally dismissed our complaint without prejudice, providing us 10 days to file an amended complaint. The defendants were also provided 10 days to file an amended counterclaim. Based upon the rulings, the matter was then removed from the Court’s December 2009 trial docket.

We have decided that it is not cost effective or beneficial to pursue our affirmative claims in this matter and have, accordingly, elected not to file an amended complaint. We nonetheless continue to aggressively defend the counterclaims based on the promissory notes, and believe strongly in the merits of our defenses. We have answered and asserted defenses to the amended counterclaim and the parties will proceed with discovery to prepare the matter for trial. While this litigation is pending, if one or both of the note holders should obtain a judgment against us for the amounts owed, we would be required to expend corporate assets which are otherwise necessary for the continued implementation of our business plan which could adversely impact our ability to generate profitable operations.

Recently, the original promissory notes which underly the litigation described above have been discovered among our records. This is a significant development. Under the Uniform Commercial Code, possession of original promissory notes by the maker of said promissory notes may result in discharge of the maker’s liability. As we are the maker of these promissory notes, our liability may be discharged. We are vigorously contesting the claim of Messrs. Spindel under these promissory notes.

Item 1A.

Risk Factors.

Not applicable for 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 No.	Description

31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer, principal executive officer
31.2	Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer, principal financial and accounting officer
32.1	Section 1350 certification of Chief Executive Officer, principal executive officer
32.2	Section 1350 certification of Chief Financial Officer, principal financial and accounting officer

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.

	VOIS INC.

August 13, 2010	By:	/s/ William Marginson
	William Marginson,
	Chief Executive Officer, principal executive officer

August 13, 2010	By:	/s/ Mark B. Lucky
	Mark B. Lucky
	Chief Financial Officer, principal financial and accounting officer

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