Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
 
State issuer's revenues for its most recent fiscal year. $ NIL
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of July 11, 2008 based upon the closing price of the Common Stock as quoted on the Over the Counter Bulletin Board (OTCBB) July 11, 2008, was approximately $5,530,370.
 
As of July 11, 2008, the issuer had 123,996,304 outstanding shares of Common Stock.
 
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

 
TABLE OF CONTENTS
 
 
Item 1.
Description of Business
Item 2.
Description of Property
Item 3.
Legal Proceedings
Item 4.
Submission of Matters to a Vote of Security Holders.
     
PART II
  
     
Item 5.
Market for Common Equity and Related Stockholder Matters.
Item 6.
Management's Discussion and Analysis or Plan of Operation...
Item 7.
Financial Statements
Item 8.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
                    
    
Item 8A.
Controls and Procedures.
Item 8B.
Other Information
     
PART III
  
     
Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
Item 10.
Executive Compensation
Item 11.
Security Ownership of Certain Beneficial Owners and Management
Item 12.
Certain Relationship and Related Transactions
Item 13.
Exhibits
Item 14.
Principal Accountant Fees and Services
     
SIGNATURES
  
 
 
 
This annual report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under Item 1. Description of Business" and Item 6. "Management's Discussion and Analysis", including under the heading "- Risk Factors" under Item 6. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance.
 
To the extent that statements in the annual report are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking.  All forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this annual report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Other important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the Company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-KSB; its quarterly reports on Forms 10-QSB; and any reports on Form 8-K. In addition, the Company disclaims any obligation to update or correct any forward-looking statements in all the Company's annual reports and SEC filings to reflect events or circumstances after the date hereof.
PART I
 
ITEM 1. DESCRIPTION OF BUSINESS.
 

Overview
 

On December 9, 2005, our predecessor, Bravo Resources Ltd., acquired all of the issued and outstanding capital stock of Woize Limited, a United Kingdom company, ("Woize" or "Woize Ltd") in exchange for 27,000,000 million shares of our common stock in a reverse acquisition transaction. Since all of our operations were, until recently, conducted through our wholly owned subsidiary, Woize, we changed our name to Woize International Ltd., (“the Company”, “we”, “our”) effective as of December 9, 2005.
 
Woize was incorporated on November 22, 2001, under the Companies Act 1985 in the United Kingdom, under the name Netx.Com Limited and changed its name to Woize Limited. (“Woize”) on March 9, 2004. Woize has developed and refined a digital telephone service based upon voice over internet protocol ("VoIP") for PC to PC and PC to phone communications using a Windows client application for PC and PDAs and a proprietary software solution. Woize was dormant until December 2004. On December 9, 2005, Woize was acquired by Bravo Resources Ltd.  Bravo Resources Ltd. was organized under the laws of the State of Nevada on November 19, 2002 for the purpose of mining in the Province of Quebec, Canada. From inception until November 2005, the Company investigated mining projects and related opportunities.

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

Our management has sought legal advice specifically with respect to the Sweden Proceeding, and although management was advised that grounds existed for an appeal, our management decided not to appeal the Swedish court’s decision as the disclosure and announcement of the same made futile any attempts to communicate rationally and logically with Woize’s creditors and customers.
 
On May 14, 2008, we entered into a Stock Acquisition Agreement with Keith France pursuant to which we acquired two shares of Smart Devices Limited (“Smart Devices”), representing all of the issued and outstanding shares of Smart Devices.  In consideration for the purchase of Smart Devices, the Company agreed to (A) issue 2,000,000 shares of its common stock (the “Woize Shares”), (B) issue a five year warrant to purchase 200,000 shares of common stock of the Company at a price of $0.10 per share, and (C) pay £60,000 (approximately USD $118,000) payable in 24 equal monthly installments.   Mr. France also received piggy-back registration rights in connection with the Woize Shares. The acquisition closed on June 2, 2008.

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

As a consequence of the bankruptcy of Woize, the Company has reported the results of Woize as “discontinued operations” in the financial statements for the years ended March 31, 2008 and 2007.  In addition, we will not be including Woize in the financial statements in our next quarterly filing for the period ended June 30, 2008.  The effect of reporting Woize as a discontinued operation, is to effectively revert the consolidated financial statements back to those items associated with the parent company, reflecting mainly compliance related costs and movements in shareholders funds.
 
During the year ended March 31, 2008, we vacated our office in Stockholm, Sweden which was used solely for the purposes of our subsidiary, Woize.  We currently maintain a registered office address in London located at 14 South Molton Street, London, United Kingdom for which we pay approximately $1,000 per month.
 
ITEM 3. LEGAL PROCEEDINGS.

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

On October 16, 2007, Woize received a notice of application to obtain a petition to wind-up Woize in connection with the aforementioned employee claims for unpaid compensation, which Woize disputes. That petition has so far been resisted and we intend to do all that is reasonably necessary to avoid the liquidation of Woize by assisting Woize in its negotiations with the suppliers referred to above.   Our objective in avoiding Woize’s liquidation is to be able to restore our VoIP service as well as rebuild investor confidence by raising new capital to enable the liquidation of Woize to be avoided.
 
On August 28, 2006, Woize was notified of a potential claim by a company that processed credit card payments by end users of Woize's web based VoIP system. The payment company alleged that it was entitled to penalties we respect to fraudulent use of credit cards by end users, of which Woize maintains that it has no knowledge. Woize rebutted the potential claims by letter, dated September 22, 2006. In April 2007, the payment supplier repeated its allegations and Woize immediately rebutted again. There has been no further correspondence.

On November 25, 2004, we were notified of a potential claim of copyright infringement which was rebutted by letter on November 30, 2004. There has been no further substantive correspondence in relation to this matter since December 15, 2004.
 
We are not involved in any other litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, our subsidiary or of our company's or our subsidiary's officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect; other than as described above.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
 
 
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
Our common stock has been listed for quotation on the OTC Bulletin Board since December 3, 2004 under the symbol "BVOL". On January 3, 2006 the Company completed a name and symbol change to Woize International, Ltd. and "WOIZ", respectively.
 
 
  
High
    
Low
  
Quarter ended March 31, 2006
   $ 2.42     $ 1.32  
Quarter ended June 30, 2006
   $ 1.58     $ 0.40  
Quarter ended September 30, 2006
   $ 0.86     $ 0.44  
Quarter ended December 31, 2006
   $ 0.76     $ 0.16  
                 
               
Quarter ended March 31, 2007
   $ 0.27     $ 0.15  
Quarter ended June 30, 2006
   $ 0.22     $ 0.07  
Quarter ended September 30, 2007
   $ 0.16     $ 0.06  
Quarter ended December 31, 2007
   $ 0.08     $ 0.025  
                 
               
Quarter ended March 31, 2008
   $ 0.095     $ 0.06  
Quarter ended June 30, 2008
   $ 0.10     $ 0.07  
 
Our transfer agent is Signature Stock Transfer, Inc., PMB 317, 220 Coit Road Suite #480, Plano, Texas 75075.
 
 
Holders
 
 
Dividends
 
Our operations are capital intensive and we will require working capital. Therefore, we will be required to reinvest any future earnings in its operations. Our Board of Directors has no present intention of declaring any cash dividends, as we expect to re-invest all profits in the business for additional working capital for continuity and growth. Any future determination to pay dividends on our common stock will depend upon our results of operations, financial condition and capital requirements, applicable restrictions under any contractual arrangements and such other factors deemed relevant by the our Board of Directors. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend we would not be able to pay our debts as they become due in the usual course of business; or (2) our total assets would be less that the sum of our total liabilities.

Recent Sales of Unregistered Securities

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

2.  
On June 19, 2008, the Company sold 8,750,000 shares of common stock to investors in a private placing for aggregate proceeds of $175,000.  As of July 3, 2008, proceeds amounting to $65,000 had been received.  Pursuant to the placing terms, the common stock will be sold at a price of $0.02 per share.  The shares have not yet been issued.
 
 
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
Forward-Looking Statements
 
The information in this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about itself so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.
 
Overview

On December 9, 2005, our predecessor Bravo Resources Ltd. acquired all of the issued and outstanding capital stock of Woize Limited, a United Kingdom company, ("Woize") in exchange for 27,000,000 million shares of our common stock in a reverse acquisition transaction. Since all of our operations are now conducted through our wholly owned subsidiary, Woize, Limited, we changed our name to Woize International Ltd., effective as of December 9, 2005.
 
Woize Ltd. was incorporated on November 22, 2001 under the Companies Act 1985 in the United Kingdom, under the name Netx.Com Limited and changed its name to Woize Ltd. on March 9, 2004.
 
On May 8, 2008, we received a letter from the District Court of Stockholm informing us that Woize had been declared bankrupt in Sweden. The Bankruptcy petition was submitted on behalf of former employees claiming unpaid salaries, a claim that is disputed by Woize. According to the Swedish Insolvency Act, the estate inventory, including any assets and all debts of Woize, must be submitted to the court. An oath administration meeting took place on June 24, 2008 regarding the insolvency of Woize. Prior to the decision of the Swedish Court, Woize maintained operations and provided telephone calling services.  These assets were negligible when compared with the overhang of creditor debt and liability. The Company will be the largest creditor in the insolvency of its wholly owned subsidiary.

Management of the Company previously obtained legal advice specifically with respect to the potential insolvency of a UK company with operations in Sweden and was advised that it had good grounds to appeal against the Swedish court’s decision based on lack of jurisdiction. Management, however, did not appeal the Swedish court’s decision as the disclosure and announcement of the same made futile any attempts to communicate rationally and logically with creditors and customers of Woize and any value effectively dissipated upon the announcement of the court’s decision.

Consequently, we have reported the results of our subsidiary as discontinued operations in the financial statements for the years ended March 31, 2008 and 2007.  In addition, we will not be including Woize in the financial statements in its next quarterly filing for the period ended June 30, 2008.  The effect of reporting the subsidiary as a discontinued operation is to effectively revert the consolidated financial statements back to those items associated with the parent company, reflecting mainly compliance related costs and movements in shareholders funds.  For the purposes of the discussion and analysis, we have provided below a separate section to discuss the results of the discontinued operations.
 
Critical Accounting Policies
 
The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
The Company believes the following critical accounting policies, among others, affect more significant judgments and estimates used in the preparation of the consolidated financial statements:
 
Estimates of the useful lives of equipment and software development costs.
 
Equipment is carried at cost less accumulated depreciation using the straight-line method over 3 years.  The Board determined that it would be more prudent to write down the tangible assets currently recorded in the consolidated financial statements, to zero, on the basis that the location and inventory of assets previously recorded was now unknown, following investigation by the Official Receiver.
 
Software development costs representing intellectual property rights relating to software developed by internal and third party suppliers comprising the IPR and capitalized have been fully amortized following the bankruptcy of Woize.  The charge related to the amortization of software development costs has been included in the Discontinued Operations since they are inextricably linked to the subsidiary.
 
 
Concentrations of credit risk
 
 

a)  
PARENT COMPANY

The following discussion highlights the key aspects of the financial results of the consolidated financial statements, but does not take into account the discontinued operations of Woize, which is dealt with separately below.

Liquidity and Capital Resources
 
We had cash of $53,212 as of March 31, 2008 compared to $5,885 as of March 31, 2007.
 
Net cash used in operating activities for the year ended March 31, 2008 was $702,089.  For the year ended March 31, 2008, cash flow used in investing activities was $200,000. The amount used is related to Smart Devices Ltd.
 
During the year ended March 31, 2008, we received proceeds from financing activities of $944,985 through private placements of common stock. The Offering was made in reliance upon the provisions of Regulation S under the Securities Act of 1933.

Results of Operations
 
Year Ended March 31, 2008 compared to Year ended March 31, 2007
 
For the year ended March 31, 2008, we had a net loss of $2,490,908, as compared to $2,439,466 for the year ended March 31, 2007. We reported revenues of $-0- for both year end periods.  We incurred costs and expenses in the year ended March 31, 2008 of $765,241, ($517,248 in the year ended March 31, 2007), of which $38,625 related to marketing and promotional costs, ($18,490 in the year ended March 31, 2007), $508,211 related to legal and professional costs, ($425,531 in the year ended March 31, 2007), and $218,405 to general and administrative costs, ($73,277 in the year ended March 31, 2007). Included within general and administrative expenses are warrants issued for future services to the executive directors on March 31, 2008, and to a subcontractor, totaling $142,500.  The increased legal, professional, audit and consultancy costs were caused by the need for the Company to obtain legal advice in the various actions brought against Woize during the year ended March 31, 2008.

b)  
DISCONTINUED OPERATIONS

The following discussion highlights the key aspects of the financial results of our discontinued operation, Woize.

Woize has been involved in an ongoing dispute with a number of its service providers regarding certain invoices submitted to Woize for services allegedly provided by the service providers. As a result of the dispute, the service providers have withheld their services and, accordingly, the Woize VoIP system has become unavailable to our customers since January 2007 and, since then, we have not been in a position to be able to offer a VoIP service on our website. The Woize system which delivers our IP-telephone services to end users became unavailable when the supplier of our hosting environment terminated its contract with Woize in March 2007.  In addition, at around the same time, other service providers, to whom Woize subcontracted the development and maintenance of parts of the Woize system also terminated their contracts with the Company, or otherwise withheld services to Woize. In addition, these service providers have refused to return the development work to Woize which, pursuant to the applicable agreements, are the property of Woize, and are also holding, and refusing to release, other property belonging to Woize. In aggregate, the various suppliers are claiming approximately $550,000 from Woize.  Many of these claims are not adequately substantiated and some are unsupported. We have provided prudently for these claims in the financial statements set out in Item 1. Woize received a writ of summons regarding these claims on July 5, 2007.  Woize and the Company were fully prepared to vigorously defend against these claims and intended to counter claim for damages against each of the suppliers.  However, negotiations had continued to take place between the suppliers and the Company and during those negotiations the court action had been held by mutual agreement and with court consent. These negotiations appeared to be likely to result in satisfactory resolution of the potential litigation and to a resumption of ongoing business between the Company and/or Woize and the suppliers, however the insolvency of Woize occurred before agreement could be finalized and is now frozen because of the liquidation process. It seems unlikely that any future value will now be derived from the businesses formally conducted by Woize.
 
 
Revenues
 
Woize’s revenues during the year ended March 31, 2008 comprised mainly of income earned through the sale of C2C systems; and through the provision of our VoIP services and the sale of C2C systems in the year ended March 31, 2007. During the year ended March 31, 2007, total revenues amounted to $131,348 compared to $69,398 during the year ended Match 31, 2008. The decline in revenues is caused by the close down of our VoIP service due to the supplier action brought against the subsidiary.  Woize was still able to offer limited C2C services despite the actions of the supplier action, which make up the entire revenues reported during the year ended March 31, 2008.  The C2C business incurred losses due to the limited volume and the fixed cost element in providing the service.  The Company had been covering the losses of Woize with a view to expanding and growing this part of the business as soon as an agreement had been reached with the service providers, at which point it was believed normal business would be resumed since the C2C software would be fully supported.
 
Costs and Expenses
 
Costs and expenses decreased from $1,944,799 in the year ended March 31, 2007 to $1,017,994 in the year ended March 31, 2008. The principal causes of this were:
 
a)  
A decrease in development expenditure which is expensed rather than capitalized which amounted to $396,797 during the year ended March 31, 2008 ($790,176 in the year ended March 31, 2007). This decrease is attributable to the Company’s closure of its office in Sweden, and the redundancy of its staff necessitated by the effective close down of the VoIP telephony service by the suppliers, its main source of revenue, resulting in the Company’s inability to raise further funding from the markets.
 
b)  
Marketing and promotional activity was reduced to $-0- in the year ended March 31, 2008 compared to $45,395 in the year ended March 31, 2007, reflecting the significantly reduced operations and business activity in Woize.
 
c)  
Legal, professional, audit and consultancy costs related to Woize were significantly reduced during the year ended March 31, 2008 to $87,523, compared to $158,715 in the year ended March 31, 2007; which is a reflection of the reduced corporate activity in Woize, and to the reduction of external advisers used for accounting, with the financial control function being brought in-house.
 
d)  
Decrease in general and administrative costs from $441,319 in the year ended March 31, 2007 to $156,060 in the year ended March 31, 2008. This increase was due to the much reduced activity during fiscal 2008 as the Company focused on reaching agreement with the service providers.
 
Cost of sales increased slightly from $341,438 in the year ended March 31, 2007 to $377,614 in the year ended March, 31, 2008.  Approximately $180,000 of the cost of sales incurred during the year ended March 31, 2008, related to an isolated incident occurring just prior to Woize being declared bankrupt.  During April 2008, the Woize system was infiltrated and used by a criminal third party, who routed calls across our system fraudulently over a four day period.  Our third party service provider, who provides the routing service, alerted us to the unusual, high volume calling activity, and we immediately suspended the service.  The Company had intended to investigate the matter and to involve the relevant police authorities in the UK and Sweden.  However, before this investigation could be undertaken we  received notification of the bankruptcy of Woize.  The third party service provider, which is a reseller, immediately invoiced the Company for the cost incurred by the fraud in the amount of approximately $180,000.  The Company did not accept the invoice for the reasons already stated, however the claim was subsequently made to the Official Receiver.  Consequently, the Company believes it to be prudent to accrue for the full amount as a cost of sale in the results of discontinued operations, in the year ended March 31, 2008.
 
RISKS RELATED TO OUR BUSINESS
 
Since our wholly owned subsidiary Woize was placed into insolvency in May 2008, we have not included in these risk factors matters that relate to its business.
 
IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS WILL BE HARMED AND IF WE DO OBTAIN ADDITIONAL FINANCING, OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
 
We will require additional funds to sustain and expand our sales and marketing activities. Additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.
 
 
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.
 
As a result of our net loss in the year ended March 31, 2008 of $2,490,907 and our working capital deficit of $1,670,828 March 31, 2008 and accumulated deficit at March 31, 2008 of $5,576,894 as well as our substantial obligations with no current resources to satisfy the obligations, our independent registered public accounting firm, in their report on our financial statements for the fiscal year ended March 31, 2008, raised substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. Our net operating loss increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.
 
THERE MAY BE FURTHER COSTS AND EXPENSES TO BE INCURRED BY THE COMPANY IN CONNECTION WITH THE INSOLVENCY OF WOIZE LIMTED.
 
Our wholly owned subsidiary was placed into Receivership on May 8, 2008 and the Company should therefore have no further obligations (or rights) in connection with the business and obligations of Woize Limited, which is a separate legal entity that had in any event been financially supported by the Company, However there can never be absolute assurance that the Company will not incur further costs and expenses associated with claims made against Woize Limited in its capacity as shareholder.
 
IF WE ARE REQUIRED TO REPAY OUR OUTSTANDING NOTE DUE ON DECEMBER 9, 2007, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS.
 
In connection with the Share Exchange Agreement by and among, Bravo Resources Ltd, Woize St James’s Square Nominees Limited, Anders Halldin and Anders Forsberg dated as of November 1, 2005, we issued a promissory note to St James’s Square Nominees Limited in the principal amount of $1,500,000. The promissory note was due on December 9, 2007 but has not been demanded.
 
The value of Woize, which was acquired from St James’s Square Nominees Trust, the beneficiaries of which are Messrs Forsberg and Halldin, has become negligible. The Promissory Note was issued as part of the consideration for the purchase of Woize.  Mr. Halldin was the CEO of the Company and of Woize during the period over which Woize’s business effectively deteriorated, ultimately resulting in the complete loss of any value. The Company is of the view that in light of these circumstances and other factors, the Promissory Note will be cancelled, deferred or restructured. However if we were required to repay the promissory note in the foreseeable future, we would be required to raise additional funds to do so which would prove very difficult in the current circumstances.
 
RISKS RELATED TO OUR COMMON STOCK
 
THERE IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK. FAILURE TO DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR SHARES AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR SHAREHOLDERS TO SELL THEIR SHARES.
 
To date there is a limited trading market in our common stock on the OTC Bulletin Board. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for our shareholders to sell their shares or recover any part of their investment in us. The market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
 
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR COMMON STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
 
The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
 
- that a broker or dealer approve a person's account for transactions in penny stocks; and
 
- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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

- obtain financial information and investment experience objectives of the person; and- make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
 
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: