We are a global social networking marketplace website. We operate a Web 2.0 online user-generated content social network website with the domain name www.vois.com which connects members through a social commerce ("sCommerce") platform. sCommerce combines social networking and online commerce, empowering peer-to-peer, business-to-consumer and business-to-business interactions and transactions influenced by individuals and communities of interest. VOIS members are able to create an online profile and connect with others around shared interests, potentially making an unlimited number of friends to interact with personally and to transact commerce. VOIS aims to be the first social commerce site that leverages the power of social networking to enable its global audience to buy and sell professional freelance and on-demand manufacturing services online. Building on its success as a social networking site, VOIS will facilitate outsourcing by creating a unique platform that provides a marketplace for buyers and sellers to source or social source projects cost-efficiently as well as the collaboration tools to help them conduct business. In August 2008 we launched sCommerce.com, a self-hosted blog site for sCommerce news and stories. sCommerce as a weblog will be dedicated to profiling and reviewing new sCommerce Internet products and companies. As of the end of July 2008, we had approximately 115,000 members who have registered and we were ranked the 13,708th most visited Web site in the world by Alexa.com, an Amazon.com company.

We are a development stage company. The key elements of our business strategy include:

• enhancing member experience and engagement on our Web site,

• expanding our membership base,

• increasing monetization of our Web site, and

• pursuing strategic acquisitions and international expansion opportunities.

In order to accomplish the foregoing, we will need to continue to enhance the functionality of our social networking Web site, add features designed to provide our members with a more personalized experience and improve our registration process. While we intend to continue to market our services through our historical online channels, we will need to expand our marketing efforts to include a variety of marketing techniques, such as co-registrations, referral programs and search engine optimization techniques, to generate new members, all with the goal of decreasing our member acquisition costs.

In addition to any organic growth of our business, our model is also based upon growth through the acquisitions of a variety of strategic businesses, services and technologies that we believe may provide us with the opportunity to leverage our assets and core competencies. However, it is likely that we will need to raise additional capital to pursue acquisitions.

We currently operate with a small staff in Boca Raton, Florida and outsource as much as possible to third parties. We direct and manage our product development and maintenance internally, while our outsourced team provides creative, Web site development, maintenance and hosting services. We have outsourced our branding and marketing programs to specialized industry professionals primarily MDG Advertising. Accordingly, we do not anticipate that we will significantly expand our staff during the balance of fiscal 2008. During fiscal 2008 we will also be required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002 which requires that we evaluate the effectiveness of our internal controls over financial reporting. We anticipate that the costs of this action will be approximately $20,000. We anticipate that our operating costs, including the costs of the Section 404 compliance, but excluding expenses associated with share-based payments will be approximately $300,000 during the balance of fiscal 2008. In addition to the capital necessary for marketing expenses and potential acquisitions, we will continue to require working capital to fund our overhead expenses until such time as our revenues significantly increase as our revenues alone are insufficient to cover our future operating expenses.

Results of Operations

Our revenues currently are attributable to online advertising revenue. During the first six months of fiscal 2008 all of our revenues were attributable to our relationship with one advertising partner. During February 2008, this relationship terminated and we subsequently entered into similar relationships with three other advertising partners. Our website is presently in beta. During 2008 we devoted our resources to completing version 1.0 of our website, accordingly, we devoted less resources to our advertising efforts. Additionally, to date our revenue model has been advertising-based. We are in the process of refining our model and anticipate that to launch version 1.0 of our website in the fourth quarter of 2008 and beginning in the first quarter of 2009 our revenues will be primarily fee-based.

Selling, general and administrative expense for the three months ended June 30, 2008 was primarily attributable to marketing expenses (approximately $150,000), hosting fees (approximately $30,000), office rent (approximately $23,000) and accrued salaries (approximately $75,000) as well as depreciation of approximately $26,000. For the comparable three month period in fiscal 2007, selling, general and administrative were primarily attributable to $137,500 in administrative salaries, which included an accrual of $110,000, and approximately $88,000 of consulting fees as well as non-cash expenses associated with stock purchase rights issued to note holders (approximately $23,000), accrued interest and penalties associated with notes payable (approximately $40,000) and expenses associated with options granted (approximately $2,400,000).

During the nine months ended June 30, 2008, the principal components of our general and administrative expenses included hosting fees (approximately $55,000), marketing (approximately $251,000), consulting fees (approximately $79,000), accrued executive salaries (approximately $223,500), office rent (approximately $28,000) and professional fees (approximately $102,000) as well as non-cash expenses of approximately $2.7 million. These non-cash expenses included approximately $2,696,000 representing expenses associated with the granting of options to our management as well as approximately $86,000 of capitalized web development expenses, approximately $16,000 of marketing expenses. As our operations for the nine months ended June 30, 2007 did not reflect our current business and operations for the entire period, we believe a comparison of selling, general and administrative expenses for nine month period in fiscal 2008 period to the nine month period in fiscal 2007 period would not be meaningful. Our rent expense increased during the three months ended June 30, 2008 as a result of our move to new offices in May 2008. We anticipate that our general and administrative expenses will remain constant during the balance of 2008, absent the adjustment for the increase in our rental expense during the balance of the year.

Other expenses decreased significantly for the three months ended June 30, 2008 from the comparable period in fiscal 2007 as a result of the reduction in interest expense and interest expense-related party resulting from the conversion of debt during the first quarter of fiscal 2008.

Going Concern

We have generated minimal revenues since inception. Our revenues alone are insufficient to pay our operating expenses and our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our current and future liabilities when they become due until such time, if ever, that we are able to generate sufficient revenues to attain profitable operations. We have experienced losses and negative cash flows from operations since inception and at June 30, 2008 we have an accumulated deficit of approximately $11.3 million. The report of our independent registered public accounting firm on our financial statements for fiscal 2007 contained an explanatory paragraph regarding our ability to continue as going concern. There can be no assurance that acceptable financing to fund our ongoing operations can be obtained on suitable terms, if at all. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. In that event, we may be forced to cease operations and our shareholders could lose their entire investment in our company.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current
and future operations, satisfy its obligations and otherwise operate on an
ongoing basis. The following table provides certain selected balance sheet
comparisons between June 30, 2008 (unaudited) and September 30, 2007:

                                      March 31, 2008     September 30, 2007        $ of          % of
                                           ($)                  ($)              change         change
Working capital (deficit)                    (426,928 )           (1,734,326 )   (1,307,398 )        -75 %
Cash                                          617,906                  7,273        610,633       +8,395
Total current assets                          617,906                  7,273        610,633       +8,395
Total assets                                  839,206                 75,901        763,305       +1,006
Accounts payable and accrued
expenses                                      603,819                648,974        (45,155 )         -7 %
Notes payable and accrued interest            236,515                951,458       (714,943 )        -75 %
Note payable to related party and
accrued interest                                    0                 36,667        (36,667 )       -100 %
Due to executive officers                     204,500                104,500        100,000          +96 %
Total current liabilities                   1,044,834              1,741,599       (696,765 )        -40 %
Total liabilities                           1,044,834              1,741,599       (696,765 )        -40 %

At June 30, 2008 our capital deficit decreased as compared to September 30, 2007 primarily as a result of an increase in cash and a reduction in notes payable and accrued interest. During fiscal 2008 we have raised approximately $1,600,000 in gross proceeds through the sale of our securities. We used $328,000 of the net proceeds to satisfy certain payable as described below and the balance is being used for working capital.

We have also substantially reduced our liabilities during fiscal 2008. At December 31, 2007, we owed an aggregate of approximately $968,000, including $565,000 of principal and approximately $403,000 of interest and penalties, to a number of note holders under the terms of promissory notes which were due between March 2004 and August 2005. Included in that amount was approximately $38,000 due Universal Funding, a company owned by Messrs. Gary Schultheis and Herbert Tabin, currently executive officers and directors of our company. In January 2008 17 individuals and entities which were the holders of $420,000 principal amount of notes agreed to accept shares of our common stock in exchange for such indebtedness, including $326,196 in accrued but unpaid interest, at an exchange rate of $3.00 per share which resulted in the issuance of 248,994 shares of our common stock valued at $809,231. The holders who agreed to exchange for such indebtedness for equity agreed to an additional lockup of these securities for a period of one year from their issuance. As part of the debt exchange, Universal Funding exchanged $25,000 of principal and $12,917 of accrued interest for 12,639 shares of our common stock in full satisfaction of amounts owed it. The remaining two note holders are former directors of our Company. In April 2008, we filed a lawsuit against these individuals alleging that these individuals had violated their fiduciary duties and responsibilities and approved debt obligations that benefited them and not the Company and that their wrongful actions and omissions resulted in their unjust enrichment. This litigation remains pending.

In addition, during fiscal 2008 we satisfied approximately $328,000 of accounts payable and accrued expenses due former officers and directors as well as other third parties pursuant to the terms of the Stock Purchase Agreements entered into in October 2007 between our company and VOIS Partners LLC, an affiliated entity to our executive officers and directors, with each of Trackside Brothers LLP, Carrera Capital Management, Inc. and JAB Interactive LLC.

Our executive officers have provided funds to us for working capital and at June 30, 2008 we owed them $204,500 for funds advanced to us. These advances are non-interest bearing and due on demand. In addition, our executive officers are accruing their salaries so that we might maximize our cash resources and at June 30, 2008 we owed these executive officers approximately $479,951 in salaries. We anticipate that we will continue accruing salaries in future periods until such time as our revenues are sufficient to pay our operating expenses.

We intend to continue to seek to raise additional capital through the sale of our securities to provide the balance of the funds necessary to support our current operations and grow our company. While we do not have any firm commitments to raise the capital, we believe that the impact on our balance sheet of extinguishments of the historic debt dating from 2002 and 2003, together with the continuing increase in our member base will make our company more attractive to prospective investors. However, as there are no assurances that we will be able to raise additional capital as needed, it is possible that we will not have the funds necessary to grow our company, pay our operating expenses or satisfy our obligations.

Net cash used for continuing operating activities for the nine months ended June 30, 2008 was $779,681 as compared to $404,962 for the nine months ended June 30, 2007. Items contributing to the net cash used in continuing operating activities for the fiscal 2008 period include a non-cash adjustment of $3,048,673 to reconcile our net loss to net cash used in operating activities which includes $2,695,680 representing the fair value of options and shares issued to our executive officers and directors, an employee, and consultants, $18,221 representing the value of the stock purchase rights to certain note holders, $101,838 representing the value of shares issued to third parties for services, which includes $85,638 issued for capitalized web development costs, $42,211 representing the loss on extinguishments of debt, $53,508 of deprecation and amortization and $137,225 representing the amortization of deferred compensation for public relations services. In addition, during the nine months ended June 30, 2008 we used cash totaling $14,226 as a deposit for our new office space, to pay accrued interest, including accrued interest - related party of $65,410, and to reduce our payables $45,155. As our operations for the nine months ended June 30, 2007 did not reflect our current business and operations for the entire period, we believe a comparison of the fiscal 2008 period to the fiscal 2007 of net cash used in continuing operations would not be meaningful.

Net cash used in investing activities for the nine months ended June 30, 2008 was $191,954, which reflects web site development costs of $180,838 and the purchase of furniture and fixtures of $11,116, as compared to $20,190 during the comparable fiscal 2007 period which included capital expenditures of $13,443 and the purchase of certain intangible assets of $6,747.

Net cash provided by financing activities was $1,582,268 for the nine months ended June 30, 2008 as compared to $425,301 for the comparable period in fiscal 2007. During the nine months ended June 30, 2008 we generated cash from the sale of our securities, the exercise of options and a loan from an executive officer and director which was offset by repayments of notes payable and financing costs; during the comparable period in fiscal 2007 we generated cash from the sale of securities net of the repayment of a related party note.

Critical Accounting Policies

Web site Development Costs

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

Share-Based Payments

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