UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED:December ~~SEPTEMBER 30~~31, 2008

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

For the transition period from ______________ to ______________________

Commission files number 000-5 1797

Smart Comm International Ltd.

(Name of small business issuer in its charter)

Nevada	99-039022
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1 Kingsway, London WCB 6FX, United Kingdom

(Address of principal executive offices) (Zip Code)

44 (0) 20 749917630

(Registrant's telephone number)

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

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

|X| Yes _| No

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

|_| Yes |X| No

As of ~~November~~December 1131, 2008, 107,588,613 shares of common stock, par value $.001, were issued and outstanding, and no shares of preferred stock were issued and outstanding.

~~WOIZE~~SMART COMM INTERNATIONAL LTD.

Index to Form 10-QSB

PART 1 -- FINANCIAL INFORMATION	~~Page~~	Page
Item 1. Financial Statements:	2	3
Item 2. Management's Discussion and Analysis or Plan of Operations	14	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4T. Controls and Procedures	16	16
PART II - OTHER INFORMATION		18
Item 1. Legal Proceedings	18	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18	18
Item 3. Default Upon Senior Securities	18	18
Item 4. Submission of Matters to a Vote of Security Holders	18	18
Item 5 Other Information	18	18
Item 6. Exhibits	19	19
Signatures	20	20

~~WOIZE~~SMART COMM INTERNATIONAL LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			March 31,
	December 31, 2008			March 31, 2008
	2008			2008
	(unaudited)			(Note 2)
ASSETS
ded
CURRENT ASSETS
Cash	$	~~819~~4,032		$	53,213
Accounts and notes receivable:
Net assets of a bankrupt subsidiaries		-			277,898
Trade receivable, net		156,252			-
TOTAL ASSETS	$	4,032		$	331,111
Inventory, finished goods		54,808			-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Advance to merger candidate		-			200,000
Assets of a bankrupt subsidiary		-			77,898
TOTAL CURRENT ASSETS		211,879			331,111
TANGIBLE ASSETS (Note 3)		3,028			-
INTANGIBLE ASSETS (Note 4)		585,567			-
TOTAL ASSETS	$	800,474		$	331,111
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts and notes payable:
Accounts payable	$	~~508~~125,~~854~~902		$	55183,~~173~~383
Related party payables		~~68,000~~-			40,655
Promissory note payable, related party, in default		1,500,000			1,500,000
Accrued liabilities		109,482			128,210
Liabilities of bankrupt subsidiaries		-			1,674,616
Liabilities of a bankrupt subsidiary		-			1,674,616
TOTAL LIABILITIES		1,625,902			3,398,654
TOTAL CURRENT LIABILITIES		2,186,336			3,398,654
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Common Stock		107,588			95,255
Capital in excess of par value		2,729,928			2,393,521
Accumulated deficit		(4,~~267~~485,~~994~~140	)		(5,576,894	)
Accumulated other comprehensive income		44,616			20,575
TOTAL STOCKHOLDERS’ DEFICIT		(1,~~385~~603,~~862~~008	)		(3,067,~~543~~545	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~800~~4,~~474~~032		$	331,111

See accompanying notes to consolidated financial statements

~~WOIZE~~SMART COMM INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended September 30						Six months ended September 30,
		Three months ended December						nine months ended December 31
	~~2008~~	2008		~~2007~~	2007		~~2008~~	2008		~~2007~~	2007
REVENUE	$	~~421,109~~-		$	-		$	~~487,211~~-		$	-
COST OF SALES		~~323,527~~-			-			~~378,300~~-			-
GROSS PROFIT (LOSS)		97,582			-			108,911			-
		-			-			-			-
GROSS PROFIT (LOSS)
EXPENSES
Depreciation of tangible assets		~~498~~-			-			~~1,867~~-			-
Amortization of intangible assets		~~34,276~~-			~~46,522~~-			5838,~~691~~000			93139,~~042~~563
Legal, audit, professional and consultancy		696,~~015~~650			49175,~~170~~546			7770,~~307~~480			~~155~~352,~~287~~092
General development costs		-			-			-			-81,741
Marketing and promotion		~~8,002~~-			-			1712,~~855~~000			-4,580
General and administrative		~~138~~3,~~821~~193			-6,899			~~186~~21,~~264~~064			17107,~~704~~694
		(153,030	)		(95,692	)		(233,073	)		(266,033	)
		(9,843	)		(182,445	)		(141,544	)		(685,670	)
INTEREST EXPENSE		~~(22,414~~-	)		(3125,~~430~~648	)		~~(30,384~~-	)		(5887,~~007~~906	)
LOSS FROM CONTINUING OPERATIONS BEFORE
PROVISION FOR INCOME TAXES		(~~175~~9,~~444~~843	)		(~~127~~208,~~122~~093	)		(~~263~~141,~~457~~544	)		(~~324~~ 773,~~040~~576	)
Foreign currency translation gain (loss)		-			26,296			-			(21,677	)
PROVISION FOR INCOME TAXES		-			-			-			-
LOSS FROM CONTINUING OPERATIONS	$	~~(175,444~~	)	$	~~(127,122~~	)	$	~~(263,457~~	)	$	~~(324,040~~	)
DISCONTINUED OPERATIONS	$	(9,843	)	$	(181,797	)	$	(141,544	)	$	(795,253	)
Loss on disposal of subsidiary company		-			(88,072	)		(2,151,039	)		(246,937	)
Loss from operations of Smart Devices Ltd, net of tax		-			(41,245	)		(131,756	)		(46,738	)
NET LOSS	$	(175,444	)	$	(215,194	)	$	(2,414,496	)	$	(570,977	)
Loss from disposal of Woize Ltd, net of tax		-			-			(2,132,177	)		-
Loss from disposal of Smart Devices Ltd		(226,484	)		-			(226,484	)
NET LOSS	$	(236,327	)	$	(223,042	)	$	(2,631,961	)	$	(841,991	)
BASIC AND DILUTED NET LOSS PER SHARE:
LOSS FROM CONTINUING OPERATIONS	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX		(0.00	)		(0.00	)		(0.02	)		(0.00	)
NET LOSS	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		98,630,280			6162,~~871~~171,947			92,255,280			6061,~~944~~353,~~841~~876

See accompanying notes to consolidated financial statements

~~WOIZE~~SMART COMM INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six months ended September 30,
	Nine months ended December 31,
	2008			2007
Net cash used in operating activities	$	(~~239~~234,~~908~~695	)	$	(~~302~~506,~~037~~356	)
INVESTING ACTIVITIES
Purchases of equipment		(16,986	)		-
Net cash investing activities		(16,986	)		-
					-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		202,500			~~314~~609,985
Proceeds from short term loan		-			72,460
Net cash provided by financing activities		202,500			387,445
Repayment of short term loan		-			(72,460	)
EFFECT OF FOREIGN EXCHANGE ON CASH BALANCES		-			(47,973	)
Net cash provided by financing activities		202,500			609,985
INCREASE (DECREASE) IN CASH DURING THE PERIOD		(52,394	)		37,435
EFFECT OF FOREIGN EXCHANGE ON CASH BALANCES		-			(21,677	)
INCREASE (DECREASE) IN CASH DURING THE PERIOD		(49,181	)		81,952
CASH, beginning of period		53,213			5,885
CASH, end of period	$	~~819~~4,032		$	4387,~~320~~837
Supplemental disclosure of cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-
NON CASH INVESTING AND FINANCING TRANACTIONS:
Conversion of debt into shares of common stock	$	-		$	120,000
Stock and warrants for the acquisition of Smart Devices	$	146,240			-

See accompanying notes to consolidated financial statements

~~WOIZE~~SMART COMM INTERNATIONAL LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the ~~six~~nine months ended ~~September~~December 3031, 2008

(Unaudited)

													Accumulated
													other
					Capital in								comprehensive
	Common Stock				excess of		Subcription			Accumulated			income
	Shares		Amount		par value		receivable			deficit			(loss)		Total
Balance, March 31, 2008		95,255,280	$	95,255	$	2,393,521		-		$	(5,576,894	)	$	20,575	$	(3,067,543)	)
Sale of common stock		10,333,333		10,333		212,167		(110,000	)		-			-		112,500
Stocks in exchange for the acquisition of Smart Devices Inc.		2,000,000		2,000		138,000		-			-			-		140,000
Stock warrants issued for the acquisition of Smart Devices Inc.		-		-		6,240		-			-			-		6,240
Elimination of disposed subsidiary		-		-				-			3,723,396			24,360		3,747,756
:Sale of common stock		2,500,000		2,500		22,500					-			-		25,000
Subscription funds received				-		-		65,000						-		65,000
Cancelled subscription receivable		(2.500,000)		(2,500)		(42,500)		45,000			-					-
Comprehensive loss:
Net loss		-		-		-		-			(2.414,496)			-		(2,414,496)
Loss from continuing operations		-		-		-		-			(141,225)			-		(141,225	)
Foreign currency translation loss		-		-		-		-			-			(319)		(319)
Loss on disposal of bankrupt subsidiaries		-		-		-		-			(2,358,661)			-		(2,358,661	)
Total comprehensive loss																(2,414,815)
Loss from operations of bankrupt subsidiaries		-		-		-		-			(131,756)			-		(131,756	)
Balance, September 30, 2008		107,588,613	$	107,588	$	2,729,928	$	0		$	(4,267,994	)	$	44,616	$	(1,385,862)
Net loss		-		-		-		-			-			-		(2,631,642	)
Foreign currency translation loss		-		-		-		-			-			(319)		(319	)
Total comprehensive loss																(2,631,961	)
Balance, December 31, 2008		107,588,613	$	107,588	$	2,729,928	$	0			(4,485,140)	)	$	44,616	$	(1,603,008	)

See accompanying notes to consolidated financial statements

~~Woize~~Smart Comm International Ltd. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	ORGANIZATION

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

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

(b) The maintenance of a related Intellectual Property referred to as “Click to Call” (“C2C”) technology;

(d) General activity focused on refinements to the core VoIP and C2C technologies (jointly referred to as the “Intellectual Property” or “IPR”) to enhance and extend the capability and know-how of the Group in areas associated with its Intellectual Property;

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

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

~~The~~Subsequent ~~accompanying~~to ~~consolidated financial statements of Woize International Ltd. have been prepared assuming~~ the ~~Company~~subsidiary’s ~~will continue as a going concern. However~~bankruptcy, the Company ~~incurred~~acquired a ~~net~~private ~~loss~~company ofin ~~$2,414,496 during~~ the ~~six months~~ ~~ended~~mobile ~~September~~communication 30device business, ~~2008~~Smart ~~which~~Devices ~~included~~Limited, a ~~loss~~United ~~of $2,151,039 on disposal of a~~Kingdom ~~subsidiary Company~~company. During AtNovember ~~September 30,~~ 2008, ~~current~~Smart ~~liabilities~~Devices ~~exceeded~~Limited ~~current assets~~was byplaced $in administration ~~1,974,457. The~~and the Company islost incontrol ~~default~~of ~~under~~ the ~~terms~~assets and liabilities of athe $1Company.~~5 million related party promissory note.~~

~~The ability~~As ~~of the Company to continue as~~ a ~~going concern is dependent on the~~ ~~successful~~result ~~implementation~~ of ~~its~~the ~~business plan~~above, ~~obtaining additional capital and generating sufficient revenues and cash flows and renegotiating~~ the ~~terms~~Company ofhas ~~the related~~become ~~party~~a ~~promissory~~public ~~note~~shell ~~which~~company ~~became~~with ~~due on December 9, 2007~~no operations.

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

2.	BASIS OF PRESENTATION

The accompanying condensed consolidated balance sheet as of March 31, 2008 has been derived from its annual audited financial statements ~~and~~on form 10-K for the year ended March 31, 2008. The accompanying unaudited condensed consolidated financial statements as of ~~September~~December 3031, 2008 and for the three and ~~six~~nine months ended ~~September~~December 3031, 2008 have been prepared in ~~accordance~~ accordance with accounting principles generally accepted in the United States of ~~America~~ America (“GAAP”) for interim financial information and the interim reporting requirements of Regulation S-X. ~~They~~however, they do not include all of the information and footnotes required for ~~complete~~annual ~~consolidated~~GAAP financial statements ~~as required by GAAP~~. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2008.

Woize ~~International~~ Ltd. was not consolidated as at December 31, 2008 and ~~Subsidiary~~its financial condition and operations are reflected as discontinued operations in the accompanying financial statements.

~~NOTES~~Smart TODevices ~~CONDENSED~~Limited ~~CONSOLIDATED~~was ~~FINANCIAL~~not ~~STATEMENTS~~consolidated as at December 31, 2008 and its financial condition and operations are reflected as discontinued operations in the accompanying financial statements.

~~(Unaudited)~~The results of operations for the three and nine months ended December 31, 2008 and 2007 presented are not necessarily indicative of the results to be expected for the year.

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

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

Going concern uncertainty

The accompanying financial statements of Smart Comm International Ltd. have been prepared assuming the Company will continue as a going concern. However, the Company incurred a net loss of $2,631,961 during the nine months ended December 31, 2008 which included a loss of $2,358,661 on disposal of subsidiary Companies. At December 31, 2008, current liabilities exceeded current assets by $ 1,621,870. The Company is in default under the terms of a $1.5 million related party promissory note.

The ability of the Company to continue as a going concern is dependent on the successful implementation of its business plan, obtaining additional capital and generating sufficient revenues and cash flows and renegotiating the terms of the related party promissory note which became due on December 9, 2007.

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

Reclassifications

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

3.	RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure, on an item-by-item basis, specified financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, the provisions of which are required to be applied prospectively. The Company believes that SFAS 159 will have no material impact on the consolidated financial position or results of operations.

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

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160" ("SFAS No. 160"). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company believes that SFAS 160 will have no material impact on the consolidated financial position or results of operations.

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

In May, 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles", ("SFAS No. 162"). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS No. 162 will be effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board's amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". The FASB has stated that it does not expect SFAS No. 162 will result in a change in current practice. The application of SFAS No. 162 will have no effect on the Company's financial position, results of operations or cash flows.

Also in May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company's financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash. FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years after December 15, 2008, and must be applied on a retrospective basis. Early adoption is not permitted. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and all prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. The Company is assessing the potential impact of this FSP on the earnings per share calculation.

Woize International Ltd. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early application is not permitted. The Company is assessing the potential impact of this EITF 07-5 on the financial condition and results of operations.

4. ~~TANGIBLE~~SHAREHOLDERS’ ~~ASSETS~~DEFICIT

Tangible assets consisted of the following:

	September 30, 2008 (unaudited)		March 31 2008 (Note 2)
Equipment - at cost	$	33,711	$	-
Less: Accumulated depreciation		30,683		-
Equipment, net	$	3,028	$	-

5. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	September 30,		March 31,
	2008 (Unaudited)		2008 (Note 2)
Website	$	155,178	$	-
Customer base		190,000		-
Supplier base		190,000		-
Goodwill		242,960		-
		778,138		-
Less: Accumulated amortization		192,571		-
Intangible assets net	$	585,567	$	-

6. SHAREHOLDERS’ DEFICIT

Common stock

We ~~made~~issued ~~the~~our ~~following issuances of the Company’s~~ common stock for ~~six~~the nine months ended ~~September~~ 30December 31, 2008 as follows:

a. On April 23, 2008 the Company sold 1,583,333 shares of common stock in a private placing for aggregate proceeds of $47,500. All proceeds have been received. Pursuant to the placing terms, the common stock was sold at a price of $ 0.03 per share.

b. On June 19, 2008 the Company sold 8,750,000 shares of common stock to investors in a private placing for aggregate proceeds of $175,000. Pursuant to the placing terms, the common stock was sold at a price of $0.02 per share. During the ~~six~~nine months ended ~~September~~December 3031, 2008, subscriptions to 2,500,000 shares of common stock totaling $45,000 were cancelled.

Woize International Ltd. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

c. On May 14, 2008, the Company entered into a stock acquisition agreement to acquire the entire issued and outstanding shares of Smart Devices Ltd. On June 2, 2008 this agreement was finalized and in part consideration for the acquisition was the issuance of (a) 2,000,000 Woize shares at an attributable value of $140,000 and (b) the issuance of a 5 year warrant to purchase 200,000 shares of common stock of the Company at a price of $0.10 per share.

d. On August 4, 2008 the Company issued 2,500,000 shares of common stock to an investor pursuant to a private placing for aggregate proceeds of $25,000. The common stock was sold at a price of $0.01 per share.

Warrants

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

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

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

Summary of warrants outstanding;

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

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

~~Woize~~Summary ~~International~~of ~~Ltd.~~warrants ~~and Subsidiary~~ outstanding;

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

						Weighted			Weighted
	Warrants Outstanding					Average			Average		Aggregate
	Number of		Exercise Price			Exercise Price			Remaining		Intrinsic
	Shares		Per Share			Per Share			Contractual Life		Value
Balance at March 31, 2008		21,707,691		$	0.09-0.40		$	0.30	3.92 yrs.			$	1,972,855

Granted		200,000			0.10			0.10	5 yrs.				-
Cancelled/expired		-			-			-		-			-
Exercised		-			-			-		-			-
Balance at December 31, 2008		21,907,691		$	0.09-0.40		$	0.30	3.92 yrs.			$	1,972,855
Vested and exercisable at December 31, 2008		21,907,691		$	0.09-0.40		$	0.30	3.92 yrs.			$	1,972,855

~~(Unaudited)~~As of December 31, 2008, share based payment expense to be recognized in future periods totaled $nil.

75. INCOME TAXES

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

	September 30, 2008 (Unaudited)		September 30, 2007 (Unaudited)
	December 31, 2008 (Unaudited)		December 31, 2007 (Unaudited)
U.S. statutory federal rate		34.00%		19.00%
Net operating loss for which no tax benefit is currently available		-34.00%		-19.00%
		0.00%		0.00%

8. ACQUISITION OF SMART DEVICES LTD.

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

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

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

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

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

~~Woize International~~6 ~~Ltd.~~DISCONTINUED ~~and Subsidiary~~ OPERATIONS

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

(Unaudited)

The amount paid by the Company for its investment in Smart Devices included (a) the original secured convertible loan of $200,000, which has subsequently been converted into share capital and (b) the value of the consideration payable to Mr. France which has been valued at an additional $164,240, as shown in the table above. The Company believes that the excess of the value of the purchase consideration over the estimated net liabilities represents the goodwill inherent in the business of Smart Devices, represented by its customer and supplier base and management team and its commercial web site.

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

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

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

	For the six months ended September 30, 2008
Pro forma revenues	$	669,309
Pro forma net income		(115,883)
Pro forma earnings per common share — net income
Basic and diluted	$	(0.00)
Weighted average common shares outstanding
Basic and diluted		98,630,280

Woize International Ltd. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. RELATED PARTY TRANSACTIONS

As part of the acquisition of Smart Devices, the Company agreed to provide the amount of £60,000 approximately USD ($118,000), payable in 24 equal monthly installments to the managing director of Smart Devices. As of September 30,2008, the amount of USD $68,000 remained unpaid.

10. DISCONTINUED OPERATIONS

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

Results of discontinued operations are as follows:

	Six months ended September 30,
		Three months ended December 31,		Nine months ended December 31,
	~~2008~~	2008	~~2007~~	2008			2007
Net revenues	$	-	$	~~52,098~~-		$	52,098
Loss from operations of Woize Ltd		-		~~(246,937)~~-			(246,937	)
Loss on disposal of Woize Ltd.		~~(2,151,039)~~-		-(2,132,177	)		-
Loss before provision for income taxes from discontinued operations		~~(2,151,039)~~-		(~~246~~2,~~937)~~132,177	)		(246,937	)
Provision for income taxes		—-		-			-
Loss from discontinued operations of Woize Ltd.	$	~~(2,151,039)~~-	$	(~~246~~2,~~937)~~132,177	)	$	(246,937	)

11b. ~~SUBSEQUENT~~Smart Devices ~~EVENT~~Limited was placed into receivership in November 2008. As a result, we de-consolidated the financial statements of Smart Devices Limited as of November 26, 2008 because we no longer hold a majority financial interest in our subsidiary. The financial data related to our investment in Smart Devices Limited, is classified as discontinued operations in the accompanying financial statements.

Results of discontinued operations are as follows:


	Three months ended December 31			Nine months ended December 31,
	2008			2008			2007
Net revenues	$	-		$	487,211		$	-
Loss from operations of Smart Devices Limited		-			(131,756	)
Loss on disposal of Smart Devices Limited		(226,484	)		(226,484	)		-
	_______			_______				-
Loss before provision for income taxes from discontinued operations		(226,484	)		(358,240	)
Provision for income taxes		-			-			-

Loss from discontinued operations of Smart Devices Limited	$	(226,484	)	$	(358,240	)	$	-

ASSETS
Cash	$	262,872
Accounts Receivable		15,026

Total assets	$	277,898

LIABILITIES
Trade payables	$	268,554
Accrued liabilities
Salary and related tax		244,660
Trade related		371,112
Claim from ‘suppliers		446,962
Other		74,684
Deferred revenue		268,644
Total liabilities	$	1,674,616

7.	NAME CHANGE

On October 6, 2008, Woize International Ltd., a Nevada corporation and its newly formed, wholly owned subsidiary, Smart Comm International Ltd., a Nevada corporation ("SmartComm"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), . Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Registrant merged with and into SmartComm (the " Merger"), solely to effect a name change of Registrant. Registrant will continue as the surviving corporation with the surviving corporation changing its name to Smart Comm International, Ltd. The Registrant’s Board of Directors approved the Merger and the Merger Agreement. On October 8, 2008, Registrant filed Articles of Merger with the Secretary of State of Nevada (the “Articles of Merger”). Pursuant to Chapter 92A.180 of the Nevada Revised Statutes, Shareholder approval was not required for the Merger and Name Change.

1312

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

Overview

On December 9, 2005, our predecessor, Bravo Resources Ltd., acquired all of the issued and outstanding capital stock of Woize Limited, a United Kingdom company, ("Woize" or "Woize Ltd") in exchange for 27,000,000 million shares of our common stock in a reverse acquisition transaction. Since all of our operations were, until recently, conducted through our wholly owned subsidiary, Woize, we changed our name to Woize International Ltd., (“the Company”, “we”, “our”) effective as of December 9, 2005.

Woize was incorporated on November 22, 2001, under the Companies Act 1985 in the United Kingdom, under the name Netx.Com Limited and changed its name to Woize Limited. (“Woize”) on March 9, 2004. Woize has developed and refined a digital telephone service based upon voice over internet protocol ("VoIP") for PC to PC and PC to phone communications using a Windows client application for PC and PDAs and a proprietary software solution. Woize was dormant until December 2004. On December 9, 2005, Woize was acquired by Bravo Resources Ltd. Bravo Resources Ltd. was organized under the laws of the State of Nevada on November 19, 2002 for the purpose of mining in the Province of Quebec, Canada. From inception until November 2005, the Company investigated mining projects and related opportunities.

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

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

On May 14, 2008, we entered into a Stock Acquisition Agreement with Keith France pursuant to which we acquired two shares of Smart Devices Limited (“Smart Devices”), (a privately held company), 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~~On ~~Devices~~October is6, a2008, ~~privately~~the ~~held~~Company ~~company~~formed ~~that~~and isentered ~~governed~~into byan ~~laws~~Agreement and Plan of Merger ~~England~~with ~~and~~its wholly owned subsidiary, Smart Comm International, Ltd., a ~~Wales~~Nevada ~~and~~corporation issolely ~~engaged~~to ineffect a name change of the ~~distribution~~Company to Smart Comm International, Ltd. On October 8, 2008, the Company filed Articles of Merger ~~hand~~with ~~held~~the ~~portable~~Secretary ~~communication~~of State of Nevada. Pursuant to Chapter ~~devices~~92A.180 of the Nevada Revised Statutes, shareholder approval was not required for the merger and name change.

~~As a~~On ~~consequence~~November ~~of the bankruptcy of Woize~~26, ~~the~~2008 ~~Company~~Smart ~~has~~Devices ~~reported~~Limited ~~the~~filed ~~results~~for ~~of Woize~~a ascourt ~~“discontinued operations” in the financial statements in our annual~~appointed ~~reports~~administrator ~~on Form 10-KSB~~ for the ~~year~~purpose ~~ended~~of ~~March 31, 2008 and 2007~~restructuring. ~~In addition,~~ weSmart ~~will~~Devices ~~not~~Limited bewas ~~including Woize in the financial statements in this~~unable ~~quarterly~~to ~~filing~~continue ~~for the period ended September 30, 2008. The effect of reporting Woize~~ as a ~~discontinued~~going ~~operation,~~concern isfacing ~~to effectively~~enormous ~~revert~~pressure ~~the~~from ~~consolidated~~creditors ~~financial statements back to those items~~and ~~associated~~inadequate ~~with~~cash ~~the~~flow ~~parent~~compounded ~~company,~~by ~~reflecting~~poor ~~mainly~~sales ~~compliance~~of ~~related costs and movements in shareholders funds~~devices.

As a consequence of the bankruptcy of Smart Devices Limited, the parent Company has reported the results of Smart Devices as “discontinued operations” in the financial statements in this quarterly filing for the period ended December 31, 2008. The effect of reporting Smart Devices Limited as a discontinued operation, is to effectively revert the consolidated financial statements back to those items associated with the parent company, reflecting mainly compliance related costs and movements in shareholders funds.

Results of Operations

~~Six~~Nine months ended ~~September~~December 3031, 2008 compared to the ~~six~~nine months ended ~~September 30~~December, 2007

The Company recorded a consolidated net loss of $2,414,496 for the six months ended September 30, 2008 as compared to $570,977 for the six months ended September 30, 2007. The increase in net loss was mainly a result of a disposal of a subsidiary Company.13

~~During~~The ~~the~~Company ~~six~~recorded ~~months~~a ~~ended~~consolidated ~~September~~net ~~30,~~loss ~~2008~~of $2,631,961 for ~~revenues~~the ~~totaled~~nine months ~~$487~~ended December 31,~~211,~~ 2008 as compared to a loss of $~~-0-~~841,991 for the ~~six~~nine months ended ~~September~~December 3031, 2007. The increase in net loss was mainly a result of a disposal of subsidiary Companies.

14During the nine months ended December 31, 2008, revenues totaled $0, compared to $52,788 for the nine months ended December 31, 2007.

A ~~positive~~ gross profit ~~margin~~ of $~~108~~46,~~911~~738 was recorded for the ~~six~~ nine months ended ~~September~~ ~~30,~~December ~~2008 compared to $-0- for the six months ended September 30~~31, 2007.

Costs and expenses (excluding the loss on disposal of ~~subsidiary~~subsidiaries of $2,~~151~~358,~~039~~661 ~~and $246,937~~ for the nine ~~six~~ months ended ~~September~~December 3031, 2008 ~~and 2007~~, ~~respectively~~) ~~increased~~ towere $~~372~~141,~~368~~544 in the ~~six~~nine months ended December ~~September 30~~31, 2008 compared to $ ~~324~~ 841,~~040~~991 in the ~~six~~nine month period ended ~~September 30~~December 31, 2007.

Three months ended ~~September~~December 3031, 2008 compared to the three months ended ~~September~~December 3031, 2007

The Company recorded a consolidated net loss of $~~175~~236,~~444~~327 for the three months ended ~~September~~December 3031, 2008 as compared to a net loss of $~~215~~223,~~194for~~042 for the three months ended ~~September 30~~December 31, 2007.

During the three months ended ~~September~~December 3031, 2008, revenues totaled $~~421~~-0-,~~109,~~ compared to to $-0- for the ~~six~~three months ended September 30, 2007.

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

Our accumulated deficit through ~~September~~December 3031, 2008 was $ (4,~~267~~485,~~994~~140).

Plan of Operations

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

a) The Company plans to offer SIP based calling services through a white label reseller agreement to provide calling plans, phone numbers and other voice over IP products for its customers. The reseller agreement offers several key advantages- low cost setup, effectively no exposure to fraud and unlimited opportunity for growth with no ongoing development expenses. Under a fresh new brand, the Company will begin offering calling service to customers of its newly acquired e-commerce website, smartdevicesdirect.com. b) The Company plans to integrate other proven technologies in value added services sector and has identified opportunities in mobile device tracking/ protection, and conferencing. The value added components offer new revenue opportunities and round out the Company’s strategic vision. c) The Company will focus on generating sales through its online distribution network centered around three main product categories- Smartphones/ handsets, ruggedized devices and navigation (Ndrive). The focus is on the convergence market which provides the highest level of revenue growth through products that combine GPS, mobile data and voice connectivity services. The Company will continue to develop brand partnerships with an emphasis on increasing sales while expanding into new markets globally.

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

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

Liquidity and Capital Resources

The Company had cash of $4,032 ~~819~~ as of ~~September~~December 3031, 2008 compared to $ 53,213 as of March 31, 2008.

Net cash used in operating activities for the ~~six~~nine months ended ~~September~~December 3031, 2008, was $_(~~239~~234,~~908~~695) compared to $(~~302~~506,~~037~~356) for the ~~six~~nine months ended ~~September~~December 3031, 2007.

For the ~~six~~nine months ended ~~September~~December 3031, 2008, cash flows used in investing activities was $ 16,986 compared to $0 for the ~~six~~nine months ended ~~September 30,~~ ~~2007.~~December ~~The increase is due to the acquisition of Smart~~31, ~~Devices Ltd~~2007.

For the ~~six~~nine months ended ~~September~~December 3031, 2008, cash flows from financing activities was $202,500 representing the sale of 10,333,333 shares of common stock for aggregate proceeds of $202,500 compared to $~~314~~609,985 representing the part of proceeds received in the period from a private ~~placing~~placement offerings in an aggregate of 616,~~500~~833,~~000~~333 shares of ~~commons~~ our common stock for the ~~six~~nine months ended ~~September~~December 3031, 2007. The private placement offering was made pursuant to exemptions from registration afforded by the provisions of Regulation D as promulgated under the Securities Act of 1933 (the "Securities Act") as amended and/or Regulation S promulgated under the Securities Act.

At September 30, 2008, The Company had a working capital deficit of $1,974,457. The Company expects to undertake debt or equity financings when needed to enable it to meet its future operating and capital requirements. In view of the limited operating history, the Company’s ability to obtain additional funds is limited. Further, there can be no assurance that any additional equity or debt financing will be available in sufficient amounts or on acceptable terms when needed. If such financing is not available in sufficient amounts or on acceptable terms, the Company’s results of operations and financial condition may be adversely affected. In addition, equity financing may result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock, and any debt financing obtained must be repaid regardless of whether or not we generate profits or cash flows from business activities.14

At December 31, 2008, The Company had a working capital deficit of $1,621,870. The Company expects to undertake debt or equity financings when needed to enable it to meet its future operating and capital requirements. In view of the limited operating history, the Company’s ability to obtain additional funds is limited. Further, there can be no assurance that any additional equity or debt financing will be available in sufficient amounts or on acceptable terms when needed. If such financing is not available in sufficient amounts or on acceptable terms, the Company’s results of operations and financial condition may be adversely affected. In addition, equity financing may result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock, and any debt financing obtained must be repaid regardless of whether or not we generate profits or cash flows from business activities.

A promissory note in the amount of $1.5 million issued to a St James Square Nominee issued pursuant to the Share Exchange Agreement dated as of November 1, 2005, as amended, upon consummation of the reverse acquisition of the Company by (Smart Comm, formerly Woize International Ltd.) as part of the consideration for the shares of Woize Limited. The Promissory Note was due in December 2007. Both of the beneficiaries have indicated informally to the Company that they will not demand payment on the promissory note in light of the Company’s poor financial condition. The Company has not obtained an extension of the due date in writing and there can be no assurance that holder will not call a default under the promissory note and demand immediate repayment. The Company anticipates entering into formal discussions with each of the beneficiaries and, as appropriate the trustee, with a view to modifying the terms of the note in the near future.

Although both beneficiaries have recently indicated to the Company that they will not demand payment on the promissory note and have verbally agreed to rescind, On January 10th 2009 the Company received a letter of demand from the trustee for payment of the note. The Company has not yet formally responded to the demand notice however is in discussion with the beneficiaries of St James Square Nominee.

FORWARD LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements made by the Company involved known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks associated with lack of significant operating history, demand for the Company's products, international business operations, dependence on licensees, governmental regulations, technological changes, intense competition and dependence on management. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company's management disclaims any obligation to forward-looking statements contained herein to reflect any change in the Company's expectation with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements.

ITEM 4T: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act (“Exchange Act”) of 1934, the Company carried out an evaluation with the participation of the Company’s management, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the quarter ended ~~September~~December 3031, 2008. Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report On Internal Control Over Financial Reporting

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

	−	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	−	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	−	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of ~~September~~December 3031, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of December ~~September 30~~31, 2008, ~~the~~ the Company’s internal control over financial reporting is not effective at the reasonable assurance level due to the material weaknesses described below.

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

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses which have caused management to conclude that, as of December 31, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level:

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

Failure to enter into formal software development contracts

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

Failure to maintain security over intellectual property

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

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

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

Failure to establish ownership control of intellectual property

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

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

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

On August 28, 2006, Woize was notified of a potential claim by a company that processed credit card payments by end users of Woize's web based VoIP system. The payment company alleged that it was entitled to penalties we respect to fraudulent use of credit cards by end users, of which Woize maintains that it has no knowledge. Woize rebutted the potential claims by letter, dated September 22, 2006. In April 2007, the payment supplier repeated its allegations and Woize immediately rebutted again. There has been no further correspondence.

On November 25, 2004, we were notified of a potential claim of copyright infringement which was rebutted by letter on November 30, 2004. There has been no further substantive correspondence in relation to this matter since December 15, 2004.

We are not involved in any other litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, our subsidiary or of our company's or our subsidiary's officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect; other than as described above.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

Effective October 17, 2008, the Company’s name changed to Smart Comm International Ltd. and its trading symbol changed to “SCMI”.

ITEM 6. EXHIBITS

Exhibit Number		Description
31.1*		Certification by Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification by Chief Financial Officer (Principal Financial Officer) required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of The United States Code, promulgated pursuant to Section 906 Of the Sarbanes-Oxley Act of 2002

32.2*		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of The United States Code, promulgated pursuant to Section 906 Of the Sarbanes-Oxley Act of 2002

* Filed Herewith

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.

	Smart Comm International Ltd.
Date: November 19, 2008	By:	/s/ Daniel Savino
Date: March 26, 2009	By:	/s/ Daniel Savino
		Daniel Savino Chief Executive Officer

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

Filing Compare · Smart Comm International, Ltd.