UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2010~~ 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period ~~____________~~____________to ~~to ____________~~_____________________

Commission File Number 0-27387

VOICE MOBILITY INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)

Nevada	33-0777819
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

107 – 645 Fort Street Victoria,
British Columbia, Canada	V8W 1G2
(Address of principal executive offices)	Zip Code

(250) 978-5050 (Registrant’s telephone number, including area code)

Not Applicable (Former name, former address and former fiscal year, if changed since last report)

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

~~Indicate by check mark whether the registrant has submitted~~ electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [ X ] No [ ] ~~(Does~~ ~~not currently apply to the Registrant)~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]
(Does not currently apply to the Registrant)

- 2 -

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ xX ] (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell ~~company~~ company (as defined in Rule 12b-2 of the Exchange Act).~~Yes [ ] No [ x ]~~

Yes [ ] No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ~~Yes [ ] No [ x ]~~

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

6771,~~271~~712,~~845~~640 common shares issued and outstanding as at ~~November 8~~May 15, 2011 ~~2010~~

- 3 - ~~VOICE MOBILITY INTERNATIONAL, INC. FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2010 INDEX~~

VOICE MOBILITY INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2011
INDEX

PART I - FINANCIAL INFORMATION

Item 1. Interim Consolidated Financial Statements (Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults upon Senior Securities

Item 4. (Removed and Reserved)

Item 5. Other Information

Item 6. Exhibits

Signatures

- 4 -

PART 1 - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

~~- F-1 -~~ Voice Mobility International, Inc. ~~CONSOLIDATED BALANCE SHEETS (Unaudited - Expressed in U.S. Dollars)~~

		September 30,			December 31,
		2010			2009
ASSETS
Current
Cash	$	85,478		$	252,260
Accounts receivable		19,684			22,562
Prepaid expenses		4,777			14,430
Total current assets		109,939			289,252
Equipment, net		13,966			25,057
Total assets	$	123,905		$	314,309
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Bank Indebtedness	$	227		$	-
Accounts payable		208,040			237,140
Accrued liabilities		140,000			177,251
Convertible Debentures		185,184			-
Demand promissory note		1,600,778			1,630,046
Note payable		127,100			115,992
Total liabilities		2,261,329			2,160,429
Mezzanine equity
Series C Convertible preferred stock		6,541,360			6,410,657
		6,541,360			6,410,657
Stockholders' deficiency
Common stock, $0.001 par value, authorized 100,000,000 66,971,845 outstanding [2009 - 62,331,428]		66,972			62,331
Preferred stock, $0.001 par value, authorized 1,000,000 Series A Preferred stock, 1 outstanding		1			1
Additional paid-in capital		43,485,779			43,054,960
Obligation to issue shares		-			57,088
Accumulated deficit		(50,422,428	)		(49,783,268	)
Other accumulated comprehensive loss		(1,809,108	)		(1,647,889	)
Total stockholders' deficit		(8,678,784	)		(8,256,777	)
Total liabilities and stockholders' deficit	$	123,905		$	314,309

CONSOLIDATED BALANCE SHEET
(Expressed in U.S. Dollars)

The accompanying notes are an integral part of these interim financial statements.

		March 31			December 31
		2011			2010
		(Unaudited)
ASSETS
Current
Cash	$	508		$	431
Accounts receivable		16,103			23,039
Total current assets		16,611			23,470

Investment in AVST		1			-
Tagline license		475,000			-
Equipment		8,421			10,221
Total assets	$	500,033		$	33,691

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current
Accounts payable	$	269,703		$	245,388
Accrued liabilities		35,000			125,000
Convertible debentures		250,098			237,040
Demand promissory notes		1,642,829			1,681,672
Debentures		602,314			-
Notes payable		140,835			134,630
Total current liabilities		2,940,780			2,423,730

Mezzanine Equity
Series C Convertible preferred stock		6,952,242			6,773,984

Stockholders' deficiency
Common stock, $0.001 par value, authorized 100,000,000 67,271,845 outstanding [2009 - 62,631,428]		71,280			67,272
Preferred stock, $0.001 par value, authorized 1,000,000 Series A Preferred stock, 1 outstanding		1			1
Additional paid-in capital		43,844,634			43,648,249
Accumulated deficit		(50,947,812	)		(50,761,492	)
Other accumulated comprehensive loss		(2,361,091	)		(2,118,053	)
Total stockholders' deficiency		(9,392,988	)		(9,164,023	)
Total liabilities and stockholders' deficiency	$	500,033		$	33,691

-The ~~F-2~~accompanying -notes ~~Voice~~are ~~Mobility~~an ~~International,~~integral ~~Inc.~~part ~~CONSOLIDATED~~of ~~STATEMENTS~~these financial ~~OF OPERATIONS AND COMPREHENSIVE (LOSS) income (Unaudited - Expressed in U~~statements.~~S. Dollars)~~

		For the three months ended						For the nine months ended
		September 30,						September 30,
		2010			2009			2010			2009
Sales	$	94,975		$	210		$	103,995		$	952,859
Cost of sales		-			179			-			470,914
Gross profit		94,975			31			103,995			481,945
Operating expenses
Sales and marketing		12,888			228,989			18,084			733,288
Research and development		-			75,466			4,356			252,369
General and administrative		317,574			191,930			601,782			532,731
		330,462			496,385			611,334			1,518,387
Loss from operations		235,487			496,354			520,227			1,036,442
Other items:
Interest expense		66,665			17,550			118,933			363,826
Net loss for the period		302,152			513,904			639,160			1,400,268
Gain on exchange agreement		-			-			-			2,334,841
Net (loss)/income		(302,152	)		(513,904	)		(639,160	)		934,573
Foreign currency translation loss		(243,185	)		(99,362	)		(162,776	)		(517,222	)
Net comprehensive ( loss)/income	$	(545,337	)	$	(613,266	)	$	(801,936	)	$	417,351
Weighted average shares outstanding		66,648,095			59,283,417			66,410,915			58,598,988
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	0.01

Voice Mobility International, Inc.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~OPERATIONS (Expressed anin U.S. ~~integral~~Dollars) ~~part of these interim~~ ~~financial statements.~~(Unaudited)

- F-3 - Voice Mobility International, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - Expressed in U.S. Dollars)

		For the three months ended
		March 31
		2011			2010

Sales	$	52,432		$	9,020
Cost of sales		13,026			-
Gross profit		39,406			9,020

Operating expenses
Sales and marketing		-			3,948
Research and development		-			2,412
General and administrative		122,118			240,402
Interest		148,551			26,009
		270,670			272,771
Other items
Gain on settlement of debt		(44,943	)		-

Net loss		(186,320	)		(263,752	)

Foreign exchange loss		243,971			61,997
Total comprehensive loss	$	(430,291	)	$	(325,749	)


Weighted average shares outstanding – basic and diluted		69,677,122			64,843,650

Basic and diluted loss per share	$	(0.01	)	$	(0.00	)

		For the nine months ended
		September 30,
		2010			2009
Cash provided by (used for):
OPERATING ACTIVITIES
Net (loss)/income	$	(639,160	)	$	934,573
Non-cash items included in net loss
Amortization of property and equipment		10,265			95,819
Non-cash financing expense		-			227,117
Stock based compensation		20,308			107,046
Interest		44,966
Gain on exchange agreement		-			(2,334,841	)
		(563,621	)		(970,286	)
Net change in operating assets and liabilities		30,286			256,212
Cash used in operating activities		(533,335	)		(714,074	)
INVESTING ACTIVITIES
Purchase of property and equipment		-			(7,578	)
Cash used in investing activities		-			(7,578	)
FINANCING ACTIVITIES
Increase in bank indebtedness		227			-
Proceeds from share issuances		188,131			422,115
Proceeds from secured convertible debentures		310,375			-
Proceeds on demand promissory notes payable		61,099			359,732
Repayment of demand promissory notes payable		(190,295	)		(123,208	)
Cash provided by financing activities		369,537			658,639
Effect of change in foreign exchange rate on cash		(2,984	)		(8,552	)
Decrease in cash		(166,782	)		(71,565	)
Cash, beginning		252,260			74,779
Cash, ending	$	85,478		$	3,214

The accompanying notes are an integral part of these financial statements.

~~The~~Voice ~~accompanying~~Mobility ~~notes~~International, ~~are an integral part of these interim financial statements~~Inc.

-CONSOLIDATED ~~F-4~~STATEMENTS -OF ~~VOICE~~CASH ~~MOBILITY INTERNATIONAL, INC. Notes to the Consolidated Financial Statements September 30, 2010~~ FLOWS (~~Unaudited -~~ Expressed in U.S. Dollars) (Unaudited)

1.	BASIS OF PRESENTATION
		Three months ended March 31
	The accompanying unaudited interim consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States for interim financial information and in accordance with Item 310(b) of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2009.
		2011			2010
2.	SHARE CAPITAL
OPERATING ACTIVITIES
	[a] Issued and Authorized
Net loss	$	(186,320	)	$	(263,752	)
Non-cash items included in net loss
Depreciation of equipment		1,799			3,622
Gain on settlement of debt		42,273
Non-cash interest expense		148,835			-
Stock based compensation		-			10,388
Net change in operating assets and liabilities		(58,749	)		(58,272	)
Cash used in operating activities		(52,162	)		(308,014	)
INVESTING ACTIVITIES
Purchase of Tagline		(425,000	)		-
Cash used in investing activities		(425,000	)		-
FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of share issue costs		-			188,130
Proceeds from secured debentures		586,612			-
Proceeds on demand promissory notes payable		-			59,598
Repayment of demand promissory notes payable		(115,000	)		(190,295	)
Cash provided by financing activities		471,612			57,433
Effect of foreign exchange		5,627			-
Increase/(decrease) in cash for the period		77			(250,581	)
Cash, beginning of period		431			252,260
Cash, end of period	$	508		$	1,679

	Authorized:	100,000,000 shares of common stock, par value $0.001
		21,000,000 shares of preferred stock, par value $0.001
	Common Stock

The accompanying notes are an integral part of these financial statements.

InVOICE ~~February~~MOBILITY ~~2010~~INTERNATIONAL, ~~the~~INC. ~~Company issued~~ ~~4,640,417~~Notes ~~units~~to ~~at $0.05 per unit for net cash proceeds of Cdn$259,000~~the ~~(US$245,219).~~Consolidated ~~Each~~Financial ~~unit~~Statements ~~consists of one share of common stock and one share~~ ~~purchase~~March ~~warrant~~31, ~~with~~2011 ~~each warrant exercisable for a period of five years at an exercise price of $0.08.~~(Unaudited)

~~[b]~~1. ~~Stock~~NATURE ~~options~~OF BUSINESS AND BASIS OF PRESENTATION

~~The~~Nature ~~following~~of ~~stock option activity for the nine months ended September 30, 2010:~~Business

				Weighted
				Average
	Number			Exercise Price
	of Shares			(Cdn$)
Balance, December 31, 2009	4,588,891		$	0.55
Expired or cancelled	(2,881,757	)		-
Balance, September 30, 2010	1,707,134		$	0.44

Voice Mobility International, Inc. (the "Company") is a Nevada corporation engaged in the sales and marketing of enhanced messaging software systems. On January 31, 2011, the Company entered into a 10 year license agreement with Applied Voice & Speech Technologies, Inc. (“AVST”), whereby AVST obtained the exclusive use of the Company’s technology, including all intellectual and physical assets relating thereto. (See Note 11)

AsOn atMarch ~~September 30~~3, ~~2010~~2011, ~~1,605,745~~the Company completed the purchase the ~~options~~business ~~are~~and ~~exercisable~~certain assets of Tagline Communications Inc. (“Tagline”) for consideration of Cdn$425,000 and the ~~options~~issuance ~~have~~of an1,000,000 ~~average~~common ~~weighted~~shares. Tagline ~~life~~has ~~remaining~~a unified communications platform with customers throughout North ofAmerica 1(See Note 2).67 ~~years~~Tagline offers a number of telecom services.

~~[c]~~Basis ~~Warrants~~of Presentation

The ~~following~~accompanying ~~common~~unaudited ~~stock~~interim ~~warrants~~consolidated financial ~~activity~~statements have been prepared by management in accordance with accounting principles generally accepted in the United States for interim financial information and in accordance with Item 310(b) of Regulation S-X. Accordingly, they do not include all of the ~~nine~~information ~~months~~and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended ~~September~~March 3031, ~~2010:~~2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

	Number of	Exercise Price
	Common	Cdn$
	Shares
	Issuable
Balance, December 31, 2009	5,566,000	0.20
Issued	4,316,667	0.08
Balance, September 30, 2010	9,882,667	0.15

Recent Accounting Pronouncements

-The ~~F-5~~Company -has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.

~~The~~2. ~~following~~TAGLINE ~~is a summary of outstanding warrants as at September 30, 2010:~~ACQUISITION

	Number of		Weighted
	Common		Average
	Shares		Exercise Price	Remaining
	Issuable		(Cdn$)	contractual life
Balance, December 31, 2009	5,446,000	$	0.20	1.69
Issued November 4, 2009	120,000	$	0.25	2.10
Issued February 10, 2010	4,316,667	$	0.08	4.35
Balance, September 30, 2010	9,882,667	$	0.15	2.86

On March 3, 2011, the Company acquired completed the purchase of the business and certain assets of Tagline for consideration of $425,000 and the issuance of 1,000,000 common shares with a fair value of $50,000.

~~3. RELATED PARTY TRANSACTIONS As at September 30, 2010, the Company has a loan outstanding to a company owned by a shareholder in the amount of $33,467.~~ The loan accrues interest at prime plus 4% and is due on demand. The related party transactions are recorded at the exchange amount which is the amount of consideration paid or received as established and agreed to between the parties. In management’s opinion, the exchange amount was negotiated and established and agreed to between the parties. 4. DEMAND PROMISSORY NOTES As at September 30, 2010, the Company is in default on a $62,500 payment that was due on a $125,000 demand promissory note. The note is secured by a general security agreement over the assets ofpurchased the Company and bears interest at 6%. 5. CONVERTIBLE DEBENTURES During the period ended September 30, 2010, the Company issued secured convertible debentures for gross proceeds of $310,375. These secured convertible debentures accrue interest at rate of 10% per annum and are secured by a general security agreement over the Company’s assets. The secured convertible debentures are repayable one year from the date of issuance. The Company has the right to prepay all or any part of the secured convertible debentures at anytime without penalty or prepayment premium. At any time until the maturity, the principal amount of the secured convertible debentures may be converted into a unit at the option of the holder of the debenture, in whole or in part at conversion rate of CDN$0.05. A conversion unit consists of one share of common stock and one warrant, each warrant entitles the holder to purchase an additional share of common stock at an exercise price of CDN$0.10 for a period of 24 months from the date of conversion. At the time of conversion, the debenture holder may elect to have the accrued interest on these debentures converted into shares of common stock of the Company. The Company recognized an embedded beneficial conversion feature in the amount of $161,570. This value was recorded as additional paid-in capital and is being deferred and amortized over the term of the convertible debentures. During the period ended September 30, 2010, $38,362 was expensed as non–cash interest. The carrying value of the note will be accreted to the face value over the term of the note. The Company has allocated the proceeds of issuance between the convertible debt and the detachable warrants, to be issued upon conversion of the convertible debentures, based on their relative fair values.include:

	(a)	all customer lists, files, data and information relating to customers in the possession of Tagline;
	(b)	all right, title and interest of the Tagline in, to the web-site, email domain, domain names and other property associated with the uniform resource locator at www.tagline.cc;
	(c)	all right and interest of Tagline to all registered and unregistered trademarks, trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property;
	(d)	prepaid expenses and
	(e)	the right to use the name “Tagline” in connection to Tagline’s business.
	(f)	All customer contracts and a supplier contract license

Tagline has a unified communications platform with customers throughout North America. Tagline offers a number of telecom services. The excess paid over identifiable assets of Tagline has initially been allocated to the supplier contract license and is being amortized over a 5 year period. The allocation of the purchase price may be subject to revision as more information becomes available regarding the fair values of the assets acquired.

3. ECONOMIC DEPENDENCE

Sales to two customers comprised 44% of revenue for the period ended March 31, 2011 (March 31, 2010 –one customer comprised 100% of revenue).

4. DEMAND PROMISSORY NOTES

		March 31,		December 31,
		2011		2010
Principal	$	1,526,285	$	1,575,964
Accrued interest		116,544		105,708
Total demand promissory notes	$	1,642,829	$	1,681,672

The demand promissory notes bear interest at prime plus 4% per annum, due on demand and are repayable in Canadian dollars. The amount is secured by way of a general security agreement (“GSA”) over the assets of the Company.

5. NOTES PAYABLE

		March 31,		December 31,
		2011		2010
Principal	$	123,480	$	120,648
Accrued interest		17,355		13,982
Total demand promissory notes	$	140,835	$	134,630

6. CONVERTIBLE DEBENTURES

During the year ended December 31, 2010, the Company issued secured convertible debentures for gross proceeds of $314,242. A $169,934 discount on the debt was recorded due to the beneficial conversion features provided. These secured convertible debentures have an effective interest rate of 141%, are secured by means of a GSA over the Company’s assets, and are repayable one year from the date of issuance. The Company has the right to prepay all or any part of the secured convertible debentures at anytime without penalty.

At any time until the maturity, the principal amount of the secured convertible debentures may be converted into a conversion unit at the option of the holder of the debenture, in whole or in part at conversion rate of Cdn$0.05. A conversion unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase an additional share of common stock at an exercise price of Cdn$0.10 for a period of two years from the date of conversion. At the time of conversion, the debenture holder may elect to have the accrued interest on these debentures converted into shares of common stock of the Company.

7. DEBENTURES

During the three months ended March 31, 2011, the Company issued a secured debenture for proceeds of CDN$580,000. The debenture accrues interest at a rate of 12% per annum and is payable in Canadian funds. The debenture is secured by way of a General Security Agreement granting the holder of the debenture a security interest over all of the Company’s assets. The debenture matures on July 1, 2011; however should the Company complete a financing or a series of financings in the amount of not less than CDN$700,000, then the maturity date is accelerated and due within 5 days of the financing.

8. SHARE CAPITAL

Mezzanine Equity

Series C Convertible Preferred Stock

On June 30, 2009, the Company entered into an exchange agreement with VMI., a wholly-owned operating subsidiary of the Company and the holders of the Series C, D, E, F, G and H notes payable with aggregate principal amounts of Cdn $6,737,601. On the closing date, the holders exchanged the principal amount underlying the notes payable for an aggregate issuance of 19,250,280 Series C convertible preferred shares of the Company at a price of Cdn$0.35 per preferred share. All accrued interest on the notes payable was forgiven as of June 30, 2009. As a result, the Company recorded a gain on settlement of debt of $2,334,841. In addition to eliminating the Series C, D, E, F, G and H notes payable, the remaining balance of the deferred financing costs related to the Series C and D notes payable was written off during the year ending December 31, 2009. VMI has agreed to secure the potential redemption or retraction amount that may be payable by the Company to the holders of the convertible preferred shares upon the redemption or retraction of such shares. On June 30, 2009, VMI entered into a GSA whereby it agreed to grant a fixed security interest in favor of the holders in all personal property held and a floating charge against all real and personal property held or later acquired by VMI.

The Series C convertible preferred shares are convertible into common shares on a one for one basis, retractable by the holder following the ten year anniversary from the date of grant at Cdn$0.35 per share and they are redeemable by the Company at any time upon 30 days notice at Cdn$0.35 per share, subject to adjustment for certain corporate alterations such as stock splits and consolidations. The Series C convertible preferred shares are non-voting and not entitled to dividends.

Common Stock

On March 1, 2011, the Company issued a secured debenture in the amount of Cdn$580,000 (Note 7). As consideration for the debenture financing, the Company issued 1,500,000 common shares with a fair value of $75,000. The fair value of these shares has been expensed in the period as a cost of the debenture financing.

On March 3, 2011, the Company completed the purchase of Tagline business assets for consideration of Cdn$425,000 and the issuance of 1,000,000 common shares of the Company; having a fair value of $50,000. The fair value of these shares has been capitalized as a cost of the acquisition of Tagline (Note 3).

During the three months ended March 31, 2011, the Company issued 875,000 common shares at a price of Cdn$0.10 per common share as settlement of Cdn$87,000 in debt obligations.

[c] Stock options

As at March 31, 2011 and December 31, 2010, there are 3,879,584 options outstanding with a weighted average exercise price and weighted average life of $0.16 and 3.84 years, respectively.

[d] Warrants

As at March 31, 2011 and December 31, 2010, there are 3,879,584 options outstanding with a weighted average exercise price and weighted average life of $0.16 and 3.84 years, respectively.

5,446,000 Class B warrants have a call feature by which the Company can demand exercise of the share purchase warrants if the common stock trades at a price equal to or greater than Cdn$0.30 on the Toronto Stock Exchange for a period of 30 consecutive days and the average daily trading volume is greater than 100,000 shares for such 30 consecutive trading day period. If the share purchase warrants have not been exercised then such share purchase warrants will terminate on the date that is 120 days from the date such demand is given to the holders.

10. RELATED PARTY TRANSACTIONS

During the period ended March 31, 2011, the Company incurred CDN$33,600 in consulting fees to a company controlled by a director and officer of the Company. At March 31, 2011 a liability of CDN$42,000 remains outstanding with respect to these fees and is included as part of accounts payable. The related party transactions are recorded at the exchange amount which is the amount of consideration paid or received as established and agreed to between the parties.

11. LICENSE AGREEMENT

On January 31, 2011, the Company entered a 10 year license agreement with AVST. AVST obtained the exclusive use of the Company’s technology and physical assets relating to the technology, in exchange for AVST issuing 2.3% of its outstanding equity in the form of preferred shares. AVST is also required to issue a 1% equity share to the Company upon the five year anniversary of the agreement.

AVST also has the right to purchase the technology and the Company has the right to sell the technology for the issuance of an additional 1% equity share of AVST and an additional 2.25% equity share subject to revenue milestones and 2.25% equity share subject to the execution of long-term distribution agreements by AVST. Assuming all of the performance conditions are met and AVST purchases the technology, the overall consideration for the transaction is equal to 10% of the issued and outstanding shares of AVST.

The Company has recorded its initial investment in AVST at a nominal $1.

12. SUBSEQUENT EVENTS

Subsequent to the March 31, 2011, the convertible debentures together with the accrued interest thereon have been converted into common stock of the Company.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations together with the consolidated interim unaudited financial statements and the notes to the consolidated interim unaudited financial statements included elsewhere in this filing. Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. Except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. In evaluating our company, our business and any investment in our business, readers should carefully consider the risk factors that commence on page 16 of this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “Cdn$” refer to Canadian dollars and all references to “common shares” refer to the common shares in our capital stock.

~~We are engaged in the development, sales and marketing of~~ ~~unified~~Corporate ~~voice-messaging software through our wholly-owned operating~~Developments subsidiaries, Voice Mobility Inc. and Voice Mobility (US) Inc. Our enhanced messaging software suite allows for legacy voice-mail replacement and incremental offerings such as real time call connect, voice-mail to e-mail, and fax to e-mail services. These unified communication services are facilitated by the creation of a single personal digital mailbox that can receive any type of communication regardless of its incoming format or medium.

On During ~~July~~the 21three month period ended March 31, ~~2010~~2011, we ~~announced~~completed ~~that~~two wetransactions, ~~have~~which ~~entered~~we ~~into~~believe ~~a letter~~should ofsignal ~~intent~~the ~~with~~end ~~Applied~~of ~~Voice~~expenses &related ~~Speech~~to ~~Technologies,~~development ~~Inc.~~and ~~(“AVST”) whereby~~the webeginning ~~will~~of ~~sell~~us ~~certain~~entering ~~assets~~into ~~pertaining~~the toservice ~~UCN250~~provider ~~to AVST~~marketplace. ~~Managements’ current~~Going ~~focus~~forward, iswe anticipate ~~the~~that ~~completion~~we ofshould ~~this~~strategically ~~transaction.~~grow ~~However,~~our asservice ofprovider ~~November~~business ~~12, 2010,~~by weleveraging ~~have~~our ~~not~~expertise ~~entered~~and ~~into~~know ~~any~~how ~~definitive~~to ~~agreement~~acquire ~~with~~smaller ~~AVST~~operators and weaggregate ~~cannot guarantee~~them ~~that~~into ~~such~~a ansingle ~~agreement~~operating ~~will be completed~~company.

During the three month period ended ~~September~~March 3031, ~~2010~~2011, we had ~~only~~ nominal sales because of our financial condition. ~~We have currently suspended our sales efforts~~ and ~~are~~the ~~focusing~~strategic onre-alignment ~~improving~~of the ~~financial condition of our~~ company.

~~Results~~ On ofJanuary ~~Operations~~31, ~~for~~2011, we signed and closed a 10 year license agreement with Applied Voice & Speech Technologies, Inc. (“AVST”), whereby AVST obtained the ~~Three-Month~~exclusive ~~Periods~~use ~~ended September~~of 30our unified communications cloud technology, ~~2010~~including all intellectual property related to the UCN250 unified communications as a service platform (the “Technology”) and ~~September~~physical 30assets relating to the Technology, ~~2009~~in exchange for AVST issuing 4.5% of its outstanding equity in the form of preferred shares (the “Equity Share”). AVST is also required to issue a 1% Equity Share to Voice Mobility upon the five year anniversary of the Agreement.

~~Sales~~ AVST also has the right to purchase the Technology and we have the right to sell the Technology for the issuance of an additional 1% Equity Share and an additional 2.25% Equity Share subject to revenue milestones and 2.25% Equity Share subject to the execution of long-term distribution agreements by AVST. Assuming all of the performance conditions are met and AVST purchases the Technology, the overall consideration for the transaction is equal to 10% of the issued and outstanding shares of AVST.

~~Sales~~ On ~~for~~March 4, 2011, we completed our purchase of all of the ~~three-month~~assets ~~period~~(the ~~ended~~“Assets”) ~~September~~of 30Tagline Communications Inc. ( “Tagline”). In consideration of the purchase of the Assets, ~~2010~~we ~~were~~ paid $94425,~~975~~000 ~~compared~~ to ~~$210~~Tagline ~~for~~and issued 1,000,000 of our common shares (the ~~three-month~~“Tagline ~~period~~Shares”) ~~ended~~to ~~September~~Tagline ~~30,~~at ~~2009~~a deemed price of $0. ~~Sales~~05 ~~for~~per ~~the~~Tagline ~~three-month~~Share ~~period~~for ~~ended~~total ~~September~~deemed 30consideration of $475,000. ~~2010~~The ~~were~~Assets ~~from~~consist ~~sales~~of toa ~~an existing~~unified ~~customer~~communications platform with customers throughout North America. ~~Sales~~Tagline ~~for~~offers the ~~three-month~~following ~~period~~services ~~ended~~either ~~September~~individually ~~30,~~or ~~2009 were~~as ~~nominal~~a asservice webundle: ~~suspended~~1-800 ~~our~~numbers, ~~sales~~voice ~~efforts.~~recognition, ~~The~~fax ~~increase~~to inemail, ~~sales~~auto ofattendant, ~~$94~~web based telephony,~~765 was~~ and conferencing functionality. Tagline has a ~~result~~historically stable user base of ~~sales~~small toand anmedium ~~existing~~size ~~customer~~business professionals.

Cost of Sales

Cost of sales were nil and $179 for the three-month periods ended September 30, 2010 and 2009 respectively. We had no costs of sales for the three-month period ended September 30, 2010 because the sales during the quarter were to an existing customer. Cost of sales for the three-month period ended September 30, 2009 were related to hardware and software costs as well as support services.

- 6 -

~~Operating~~ Results ~~Expenses~~of Operations for the Three Month Period ended March 31, 2011 and March 31, 2010

Total operating costs for the three-month period ended September 30, 2010 were $330,462 compared to $496,385 for the three-month period ended September 30, 2009. The decrease in total costs of $165,923, or 33.4%, was primarily attributable to minimal sales and marketing or research and development expenses in the current quarter relative to that of the same quarter last year..

Sales and Marketing

Our sales and marketing costs consist primarily of stock-based compensation, personnel, advertising, promotions, public relations and business development. Total costs were $12,888 and $228,989 for the three-month periods ended September 30, 2010 and September 30, 2009. We experienced a $216,101 reduction in sales and marketing expenses for the three-month period ended September 30, 2010 relative to the same quarter in the previous year, This reduction is a result of management’s decision to reduced sales efforts to minimal levels, while we focus on remedying our current financial condition.

Research and Development

Our research and development costs consist primarily of development costs, stock-based compensation, personnel, data and voice transmission, and related facility costs. Our research and development costs were nil and $75,466 for the three-month periods ended September 30, 2010 and September 30, 2009 respectively. We incurred no research and development expenses for the three-month period ended September 30, 2010 because, due to our financial condition, we suspended our product development.

General and Administrative

Our general and administrative costs consist primarily of stock-based compensation, personnel costs, professional and legal costs, consulting fees, travel, and the lease of office space. General and administrative costs were $317,574 and $191,930 for the three month periods ended September 30, 2010 and September 30, 2009 respectively, representing a increase of $125,644 or 65.5% . The increase was primarily attributed to the professional and filing fees experienced during this quarter related to our financial restructuring efforts.

Interest Expense

Our interest expense was $66,665 and $17,550 for the three-month periods ended September 30, 2010 and 2009 respectively. The interest expense for the three-month period ended September 30, 2010 increased due to non-cash interest on accretion of the convertible debentures.

Income Taxes

For financial statement purposes, we have recognized a valuation allowance equal to deferred tax assets, which includes net operating loss carry forwards, for which realization is uncertain.

Net Loss

Our net loss was $302,152 and $513,904 for the three-month periods ended September 30, 2010 and 2009 respectively. The decrease in net loss of $211,752 was attributable to us incurring less expenses due to our management’s decision to suspend our sales effort.

Since inception through September 30, 2010, we have incurred an accumulated deficit of $50,422,428. The losses were primarily incurred as a result of our focus on the development and testing of our product and the marketing of our product.

- 7 -

Results of Operations for the Nine-Month Periods ended September 30, 2010 and September 30, 2009

Sales

Sales for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2010~~2011 were $~~103~~52,~~995~~432 compared to $~~952~~9,~~859~~020 for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2009~~ 2010. ~~Sales~~$23,450 of sales, for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2010~~2011, ~~were~~are ~~minimal because,~~from ~~due~~sales to ~~our~~existing customers. ~~financial~~The ~~condition~~balance of $28,982 wein ~~significantly~~sales, ~~reduced~~for ~~our~~the ~~sales efforts~~three-month ~~and~~period ~~all~~ended ~~our~~March ~~sales~~31, ~~were~~2011, toare ana ~~existing~~result ~~customer~~of the new subscribers acquired from the Tagline. Sales for the ~~nine-month period~~three months ended ~~September~~March 3031, ~~2009~~2010 were ~~from~~nominal ~~support~~as ~~services,~~we ~~product~~had ~~license~~suspended our sales, ~~hardware~~efforts and ~~software~~engaged ~~product~~in ~~sales~~a ~~and~~strategic ~~installation~~re-alignment ~~and~~of ~~training services~~our business.

Cost of Sales

Cost of sales were ~~nil~~$13,026 and $~~470,914~~Nil for the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2010~~2011 and ~~2009,~~2010 respectively. WeCost ~~had no costs~~ of sales for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2010~~2011 ~~because~~is ~~the~~a ~~sales~~result ~~during~~of the ~~period~~ ~~were~~platform toservice ancosts ~~existing~~acquired ~~customer.~~as ~~Cost~~part of ~~sales for~~ the ~~nine-month period~~ ~~ended~~Tagline ~~September~~subscribers ~~30, 2009 were related to hardware and software costs as well as support services~~acquisition.

Operating Expenses

Total operating expenses for the nine-month period ended September 30, 2010 were $611,334 compared to $1,518,387 for the nine-month period ended September 30, 2009. The decrease in total costs of $907,053 was primarily attributable to us incurring nominal sales and marketing or research and development expenses.

Sales and Marketing

Our sales and marketing costs consist primarily of stock-based compensation, personnel, advertising, promotions, public relations and business development. Total costs were $~~18,084~~Nil and $~~733~~3,~~288~~948 for the ~~nine-~~three month ~~periods~~ period ended ~~September~~March 3031,2011 ~~2010~~ and March ~~September 30~~31, ~~2009~~2010, respectively. ~~The Company experienced a $715,204 reduction in sales and marketing expenses for the nine-month period ended September 30, 2010 relative to the same period in the previous year.~~ This reduction is a result of management’s decision to ~~reduced~~ reduce sales efforts to minimal levels, while we focus on remedying our current financial condition.

Research and Development

Our research and development costs consist primarily of development costs, stock-based compensation, personnel, data and voice transmission, and related facility costs. Our research and development costs were $~~4,356~~nil and $~~252~~2,~~369~~412 for the ~~nine-~~three month ~~periods~~period ended ~~September~~March 3031, ~~2010~~2011 and ~~September~~ ~~30,~~March ~~2009~~31, ~~respectively~~2010, ~~representing a decrease of $248,013~~respectively. ~~We incurred~~This ~~nominal~~reduction ~~research~~is ~~and~~a ~~development~~result ~~expenses~~of ~~for~~management’s ~~the~~decision ~~nine-month~~to ~~period ended~~suspend ~~September~~our ~~30,~~product ~~2010 because~~development, ~~due~~while towe ~~our~~focus ~~financial~~on ~~condition,~~remedying ~~we suspended~~ our ~~product~~current ~~development~~financial condition.

General and Administrative

Our general and administrative costs consist primarily of stock-based compensation, personnel costs, professional and legal costs, consulting fees, travel, and the lease of office space. General and administrative costs were $~~601~~122,~~782~~118 and $~~532~~240,~~731~~402 for the ~~nine~~three month ~~periods~~period ended ~~September~~ 30March 31, ~~2010~~2011 and ~~September~~March 3031, ~~2009~~2010, respectively, representing ~~an increase~~a decrease of $69118,~~051~~284. The ~~increase~~decrease ~~was~~reflects ~~primarily~~management’s ~~attributed~~efforts to ~~the~~reduce ~~professional and~~corporate ~~filing~~expenditures ~~fees~~to ~~experienced~~minimal ~~during~~operating ~~the~~levels while ~~nine~~we ~~months~~focus ~~ended~~on ~~September~~remedying ~~30,~~the ~~2010 related~~Company’s tocurrent ~~our~~ financial ~~restructuring efforts~~condition.

- 8 -

Interest Expense

Our interest expense was $~~118~~148,~~933~~551 and $~~363~~26,~~826~~009 for the ~~nine-~~ three month ~~periods~~period ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively. The $122,542 increase in interest expense for the ~~nine-~~three month period ended ~~September~~March 3031,2011 ~~2010~~relative ~~increased~~to ~~due~~the tosame ~~non-cash~~period ~~interest~~in the onprevious ~~accretion~~year is a result of the ~~convertible~~increase ~~debentures~~in debt load required to finance our current operating deficit.

~~Unusual~~ Foreign ~~Gain~~exchange loss

~~On June 30, 2009, we entered into the exchange agreement with~~ ~~seven~~We ~~persons~~experienced ~~who~~a ~~held the Series C~~$243,971 ~~D, E, F, G~~ and ~~H notes payable with a principal amount of Cdn~~$661,~~737,601,~~997 ~~whereby~~foreign ~~the~~exchange ~~holders~~loss ~~exchanged~~for the ~~principal amount~~three ~~underlying~~month ~~the~~period ~~Series~~ended C,March D31, E,2011 ~~F, G~~ and ~~H notes payable for an aggregate issuance of 19~~2010,~~250,280~~ ~~Series~~respectively. This Cis ~~convertible~~largely ~~preferred~~reflective ~~shares at a rate~~ of ~~Cdn$0.35~~ ~~per~~the ~~preferred~~foreign ~~share.~~exchange ~~All~~fluctuation ~~accrued~~as ~~interest~~it onaffects the ~~Series~~Canadian C,denominated ~~D, E, F, G~~debt ~~and H notes payable was forgiven as of June 30, 2009~~amounts.

As- a7 result of the exchange agreement, we recorded an unusual gain of $2,334,841. In addition to eliminating the Series C, D, E, F, G and H notes payable, the remaining balance of the deferred financing costs related to the Series C and D notes payable was also eliminated upon the closing of the exchange agreement.-

~~Income~~Net ~~Taxes~~Comprehensive loss Income

~~For~~The ~~financial~~above ~~statement~~discussed ~~purposes,~~activities weresulted ~~have~~in ~~recognized~~ a net loss was ~~valuation~~$430,291 ~~allowance~~and ~~equal~~$325,749 tofor ~~deferred~~the ~~tax~~three-month ~~assets,~~periods ~~which~~ended ~~includes~~March ~~net~~31, ~~operating loss~~2011 ~~carry~~and ~~forwards~~2010 respectively, ~~for~~representing ~~which~~an ~~realization~~increase isin ~~uncertain~~net loss of $104,542.

~~Net~~Since ~~Income~~inception through March 31, 2011, we have incurred an accumulated deficit of $50,947,812. The losses were primarily incurred as a result of our focus on the development and testing of our product and the marketing of our product.

Our net loss was $639,160 and our net income was $934,573 for the nine-month periods ended September 30, 2010 and 2009, respectively. The decrease in net income of $1,573,733 was primarily attributable to the suspension of sales efforts for the current year and the absence of an unusual gain of $2,334,841 which was experienced in the nine-month period ended September 30, 2009 related to the closing of the exchange agreement.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2010~~2011, we had $~~85,478~~508 in cash and cash ~~equivalents~~ equivalents and net working capital deficiency of $2,~~151~~924,~~390~~169.

Demand Promissory Notes

The following table summarizes the demand promissory notes of the company as at ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010:

September 30, 2010

December 31, 2009

March 31, 2011

December 31, 2010

US $

Cdn $

US $

Cdn $

Principal

1,~~522~~526,~~199~~285

1,~~567~~483,~~500~~270

1,~~622~~575,~~265~~964

1,~~705~~567,~~000~~500

Accrued interest

78116,~~579~~544

80113,~~918~~259

7105,~~781~~708

8105,~~179~~140

1,600,778

1,648,418

1,630,046

1,713,179

1,642,829

1,596,529

1,681,672

1,672,640

The demand promissory notes bear interest at prime plus 4% per annum and are repayable on demand in Canadian dollars.

- 9 -

Notes Payable

The following table summarizes the promissory notes of the company as at ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010:

	September 30, 2010		December 31, 2009
	March 31, 2011		December 31, 2010
	US $	Cdn $	US $	Cdn $
Principal	~~116~~123,~~532~~480	120,000	~~114~~120,~~177~~648	120,000
Accrued interest	1017,~~568~~355	1016,~~882~~866	113,~~815~~982	113,907
	127,100	130,882	115,992	121,907
	140,835	136,866	134,630	133,907

On November 5, 2009, we closed a Series I notes payable unit financing for gross proceeds of $114,177. Each unit consists of a promissory note and one common share purchase warrant for each $1.00 of the principal amount of each promissory note. The fair value of the 120,000 warrants issued is $11,843. The promissory notes ~~mature in one year,~~ bear interest at 10%, ~~and~~per annum, are unsecured, due on demand and are denominated in Canadian dollars. Each share purchase warrant will entitle the holder to purchase one common share of our company at the price of Cdn$0.25 per share until expiry on November 5, 2012.

All of the outstanding notes payable are denominated in Canadian dollars and include accrued and unpaid interest. Repayments of notes payable have been guaranteed by our company and are collateralized by the assets of our company’s subsidiary, Voice Mobility Inc. In addition, the Company is in default of a demand promissory note of $125,000; resulting from the default in repayment of $62,500 instalment due on March 31, 2010.

Offerings

In February 2010, the Company issued 4,316,667 units at $0.05 (Cdn$0.06) per unit for net cash proceeds of $245,219 (Cdn$259,000). Each unit consists of one share of common stock and one share purchase warrant, with each warrant exercisable for a period of five years at an exercise price of $0.08 (Cdn$0.08) per share. In conjunction with the above share issuance, the Company issued 323,750 in common shares to finders’ of the financing.

In February 2010, we received Cdn$62,500 and issued promissory notes. The notes bear interest at prime plus 4% monthly, are due on demand and are unsecured.

- 8 -

On April 30, 2010, the British Columbia Securities Commission (the “BCSC”) issued a cease trade order prohibiting the trading of our securities. On June 17, 2010, we were granted a partial revocation order from the BCSC allowing us to complete an offering (the “Offering”) of secured convertible debt of up to $450,000 with a maturity of one year, interest of 10% per annum, and, subject to us being listed on the TSX Venture Exchange (“TSX”) or similar exchange, the ability to convert the debt to 9,000,000 units with each unit consisting of one common share and one common share purchase warrant. Each share purchase warrant entitles the holder to acquire one additional common share at an exercise price of $0.10 per share for a period of two years. On June 30, 2010, the TSX approving the Offering but only for total gross proceeds of up to $400,000. On July 7, the BCSC revoked our original cease trade order but issued a new cease trade order on July 9, 2010. On July 16, 2010, we were granted a second partial revocation order to allow us to complete the remaining $300,000 of the Offering. On July 28, 2010, the BCSC revoked its second cease trade order.

From July 6, 2010 to August 27, 2010, we completed the private placement of convertible debentures (each, a “Debenture”) for total gross proceeds of Cdn$322,399, which will be used for general working capital purposes.

On July 6, 2010, we issued Debentures totaling Cdn$50,000; on July 8, 2010, we issued Debentures totaling Cdn$50,000; on July 22, 2010, we issued Debentures totaling Cdn$10,000; on July 29, 2010, we issued Debentures totaling Cdn$50,000; on August 12, 2010, we issued Debentures totaling Cdn$99,123; and on August 27, 2010, we issued Debentures totaling Cdn$63,276.

The Debentures have a maturity of one year, bear interest at the rate of 10% per annum, and, subject to our company being listed on the TSX or similar exchange, the Debentures may be convertible into units (each, a “Unit”) at a conversion price of Cdn$0.05 per Unit. Each Unit will consist of one common share of our company and one additional common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase one additional common share of our company at an exercise price of Cdn$0.10 for a period of 24 months from the date of conversion.

On March 4, 2011, we issued a secured non-convertible 10debenture in the amount of $580,000. We used $425,000 of the debenture proceeds to finance the acquisition of Tagline Communications Inc., as described under the heading “Business — Corporate Developments”. We used $115,000 of the proceeds to settle a debt with a secured creditor. The remaining $40,000 will be used for general working capital. The debenture is repayable on July 1, 2011 and bears interest at the rate of 12% per annum. In the event of default under the debenture, the interest rate becomes 20% per annum. The debenture is secured by way of a charge over all of our present and after-acquired property and assets. We issued 1,500,000 common shares as additional consideration for the debenture financing.

Operating Activities

Our operating activities resulted in net cash outflows of and $~~533~~52,~~335~~162 and $~~714~~308,~~074~~014 for the ~~nine-~~three month ~~periods~~period ended ~~September~~March 3031, ~~2010~~2011 and ~~September~~ 30March 31, ~~2009~~2010, respectively. The operating cash outflows for these periods resulted from primarily from our net loss, change in operating assets and liabilities for that period,. ~~and~~The decrease in net outflow for the ~~absence~~period ofis anreflective ~~unusual~~of ~~gain~~management’s reduction of ~~approximately $2,334,841~~overall corporate expenditures to minimal operating levels.

Investing Activities

~~Investing~~ For ~~activities~~the ~~resulted~~three inmonths ~~nil~~ended ~~net~~March ~~cash~~31, ~~flow~~2011, ~~and~~we ~~net~~used ~~cash outflows~~$425,000 of ~~$7,578~~cash ~~for~~to purchase the ~~nine-month~~subscribers ~~period~~base ~~ended~~and ~~September~~operation ~~30,~~operating ~~2010,~~contracts ~~and September~~from ~~30, 2009~~Tagline. ~~Our~~No investing activities ~~were~~occurred ~~limited~~for ~~due~~the tothree ~~our~~months ~~cash conservation~~ended ~~plans.~~March ~~As at September 30~~31, 2010~~, we did not have any material commitments for future capital expenditures~~.

Financing Activities

Financing activities resulted in net cash inflows of $~~369~~471,~~537~~ 612 and $~~658~~57,~~639~~433 for the ~~nine-~~three month ~~periods~~period ended ~~September~~March 3031, ~~2010~~2011 and ~~September 30~~March 31, ~~2009~~2010. For the ~~nine-~~three month period ended ~~September~~March 3031, ~~2010~~2011, we received $586,612 in proceeds from the issuance of ~~shares~~secured debentures and ~~demand~~repaid ~~promissory~~$115,000 ~~notes but most~~ of ~~those~~ ~~proceeds~~promissory ~~were used to pay down existing debt commitments~~notes.

- 9 -

Trends and Uncertainties

Our ability to generate revenues in the future is dependent on ~~when~~ ~~telecommunication companies will replace their legacy voicemail systems and implement new technology, like~~ our ~~enhanced~~ability ~~messaging~~to ~~software.~~successfully Weaccess ~~cannot predict~~capital ~~when~~to ~~telecommunication~~conduct ~~companies~~acquisitions ~~will~~that ~~adopt~~can ~~such~~be ~~technology~~incorporated ~~and~~into ~~this causes~~the ~~some~~company ~~uncertainty~~while ~~with~~assuring ~~respect~~there toare ~~the~~economies ~~growth~~ of ~~and~~scale ~~our~~that ~~ability~~can ~~to generate~~be ~~ongoing revenues~~leveraged.

The continued downturn in the telecommunications industry is causing some telecommunications companies to delay making any capital expenditures in connection with replacing their legacy voicemail systems. If telecommunication companies delay their capital expenditures, then the generation of our revenues could also be delayed.

Future Operations

Presently, our revenues are not sufficient to meet operating and capital expenses and we have incurred operating losses since inception, which are likely to continue for the foreseeable future. We anticipate that we will have negative cash flows during the year ending December 31, ~~2010~~2011. Presently, we are not focused on selling our products and our only source of funding is through the sale of our equity securities or debt.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their audit report on the annual consolidated financial statements for the year ended December 31, ~~2009~~2010, our independent registered public accounting firm included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our current products and any new products that we may introduce, the continuing successful development of our products and related technologies, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.

- 11 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4T4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our chief executive officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Interim Report, being ~~September 30~~March 31, ~~2010~~2011. Our chief executive officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of ~~September~~March 3031, ~~2010~~2011.

Based on that evaluation, our chief executive officer concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to the material weaknesses as disclosed in our annual report on Form 10-K filed on ~~July~~April 613, ~~2010~~2011.

~~We intend to take appropriate and reasonable steps to make the~~ necessary improvements to remediate these deficiencies at some time in the future. This will depend on our financial position and the management’s determination of which changes should be made and when. We intend to consider the results of our remediation efforts and related testing as part of our year-~~end~~ ~~assessment~~10 ~~of the effectiveness of our internal control over financial~~- ~~reporting.~~

We ~~continue~~intend to ~~have~~take ~~material~~appropriate ~~weaknesses~~and inreasonable ~~our~~steps ~~internal~~to ~~control over~~make ~~financial~~the ~~reporting~~necessary asimprovements ~~disclosed~~to remediate these deficiencies at some time in ~~our~~the ~~annual~~future. ~~report~~This will depend on ~~Form~~our ~~10-K~~financial ~~filed~~position onand the management’s determination of which changes ~~July~~should 6,be ~~2010~~made and when. We ~~have~~intend ~~not~~to ~~implemented~~consider the results of our remediation ~~measures~~efforts ~~for~~and ~~the~~related ~~material weaknesses~~testing ~~described~~as inpart of our ~~annual~~year-end ~~report~~assessment ~~due~~of tothe ~~lack~~effectiveness of ~~funds.~~our internal control over financial reporting.

~~Changes~~ We continue to have material weaknesses in ~~Internal~~our ~~Controls~~internal control over financial reporting as disclosed in our annual report on Form 10-K filed on April 13, 2011. We have not implemented remediation measures for the material weaknesses described in our annual report due to lack of funds.

~~There~~ Changes ~~were no changes~~ in ~~our~~Internal ~~internal control over financial~~Controls ~~reporting during the fiscal quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.~~

~~PART~~ There IIwere -no ~~OTHER~~changes ~~INFORMATION~~in our internal control over financial reporting during the fiscal quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

~~Other~~ We ~~than described below, we~~ know of no material ~~existing or~~ pending legal proceedings ~~against~~to which our company, ~~nor~~or ~~are~~our wesubsidiary ~~involved~~is as a ~~plaintiff~~ inparty ~~any material proceeding~~ or ~~pending~~of ~~litigation. There are no proceedings in~~ which any of our ~~directors~~properties, ~~officers~~ or ~~affiliates~~the properties of our subsidiary, oris ~~any registered~~the orsubject. ~~beneficial~~In ~~shareholder~~addition, iswe ando ~~adverse~~not ~~party~~know orof ~~has~~any asuch ~~material~~proceedings ~~interest~~contemplated ~~adverse~~by toany ~~our~~governmental ~~interest~~authorities.

We ~~have~~know ~~received~~of ano ~~letter~~material ~~dated~~proceedings ~~April~~in ~~27,~~which ~~2010~~any ~~from the British Columbia Employment Standards Branch (the “ESB”)~~ of ~~the~~our ~~Ministry of Labour addressed to Voice Mobility Inc.~~directors, ~~Voice~~officers ~~Mobility~~or ~~International Inc. and Voice Mobility (US) Inc. In the letter~~affiliates, ~~the~~or ~~ESB~~any ~~requests~~registered ~~all~~or ~~payroll~~beneficial ~~records~~stockholder ~~relating to~~is ~~Duncan Johnson, Peter Volchek, Todd Johnson, Patrick O’Connell, and Glen Buchamer (the “Employees”). The payroll records requested include~~ a ~~detailed~~party ~~breakdown~~adverse ~~of outstanding wages owed~~ to ~~each~~our ~~employee~~company byor ~~Voice~~our ~~Mobility~~subsidiary ~~Inc.~~or ~~The~~has ~~Employees have~~a ~~filed~~material ~~complaints~~interest ~~alleging~~adverse ~~that regular wages are owing for hours worked during the month of March, 2010. As well, certain of the Employees are alleging that they may be entitled~~ to ~~compensation~~our ~~pay~~company ~~for~~or ~~length of service. The~~our ~~Employees allege they are owed, collectively, $68,724~~subsidiary.~~79.~~

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We have received a letter dated April 1, 2010 from Randy Buchamer, which states that the letter serves as formal notice under the loan agreement dated November 2, 2009 (the “Agreement”) that we are in default of our obligation to make the March 31, 2010 payment of $62,500 plus interest to Mr. Buchamer. Mr. Buchamer further states that, as per the Agreement, unless he receives payment in full by April 10, 2010, he will exercise whatever rights and remedies he has under the law to enforce such payment, including institution of legal proceedings. On August 1, 2010, we received a further demand letter from Mr. Buchamer stating that we are in default of our obligation to make the March 31, 2010 payment of $62,500 plus interest and July 31, 2010 payment of $62,500 plus interest. Mr. Buchamer states that unless he receives payment in full by August 10, 2010, he will exercise whatever rights and remedies he has under the law to enforce such payment, including institution of legal proceedings. On September 9, 2010, we received a further demand letter from Mr. Buchamer stating that as at September 8, 2010, we are indebted to Mr. Buchamer in the amount of $137,685.23 under various loan agreements and interest will accrue at a rate of HSBC Prime plus 4% compounded annually. Further, Mr. Buchamer states that as of September 1, 2010 we are further indebted to Mr. Buchamer in the amount of $84,999.96 under a settlement agreement. Mr. Buchamer states that unless he receives payment in full by September 20, 2010, he will exercise whatever rights and remedies he has under the law to enforce such payment, including institution of legal proceedings and enforcement of his security interest in all our present and after acquired property. As of November 12, 2010, to our knowledge Mr. Buchamer has not commence any lawsuit against us. We are aware that Mr. Buchamer has contacted holders of our debt and requested information regarding their security interest.

Item 1A. Risk Factors.

Much of the information included in this ~~quarterly~~interim report includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution readers of this ~~quarterly~~interim report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

We were non-compliant with FINRA Rule 6530 and, as a result, if we file a 10-K or 10-Q late for the next two years, our common stock will be ineligible for listing on the OTC Bulletin Board.

Companies trading on the OTC Bulletin Board generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Securities and Exchange Commission (the “SEC”), subject to a 30 day grace period. We failed to timely file our Annual Report on Form 10-K with the SEC for the fiscal year ended December 31, 2009 which was due on March 31, 2010 and Interim Report on Form 10-Q for the three month period ended March 31, 2010 which was due on May 17, 2010. We have since filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and Interim Report on Form 10-Q for the three month period ended March 31, 2010.

Pursuant to Rule 6530(e), if we file any annual or interim report late with the SEC three times in a two-year period our securities will be ineligible for quotation on the OTC Bulletin Board for a one year period.

- 13 -

We have had negative cash flows from operations and if we are not able to obtain further financing our business operations may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. We will need to raise additional funds to:

support our planned growth and carry out our business plan;
develop new or enhanced services and technologies;
increase our marketing efforts;
acquire complementary businesses or technologies;

- 11 -

respond to regulatory requirements; and
respond to competitive pressures or unanticipated requirements.

We may not be able to obtain additional equity or debt financing on acceptable terms when we need it. Even if financing is available it may not be available on terms that are favourable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, our continued operations may have to be scaled down or even ceased and our ability to generate revenues would be negatively affected.

We may not be eligible to trade on the OTC Bulletin Board.

Companies trading on the OTC Bulletin Board generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission, subject to a 30 day grace period. We failed to timely file our Annual Report on Form 10-K for the year ended December 31, 2009 with the Securities and Exchange Commission, which was due on March 31, 2010 and Interim Report on Form 10-Q for the three month period ended March 31, 2010 which was due on May 17, 2010. As a result, we were non-compliant with FINRA Rule 6530.

Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period, then we will be ineligible for quotation on the OTC Bulletin Board for a one year period. Pursuant to Rule 6530(e), if we are late in filing any of our reports for the two year period after July 6, 2010, being the date of filing of our Annual Report on Form 10-K for the year ended December 31, 2009, our securities will be ineligible for quotation on the OTC Bulletin Board until July 6, 2011.

We have a history of losses and fluctuating operating results, which raise substantial doubt about our ability to continue as a going concern.

Since inception through ~~September~~March 3031, ~~2010~~2011, we accumulated a deficit of $50,~~422~~947,~~428~~812. We have incurred ~~primarily~~ operating losses since inception. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will order products, the size of customers’' orders, the demand for our products, and the level of competition and general economic conditions.

We expect to incur operating losses and negative cash flow until our products gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional products are developed and commercially released and sales of such products made so that we are operating in a profitable manner. These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph in our independent registered public accounting firm’'s report on the December 31, ~~2009~~2010 consolidated financial statements. Our audited consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue our normal operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations have been financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, there can be no assurance that we can raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

- 1412 -

We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete depends to a significant degree on our proprietary technology. If any of our competitors copies or otherwise gains access to our proprietary technology or develops similar software independently, we would not be able to compete as effectively. The measures we take to protect our proprietary technology and other intellectual property rights may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding the rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our service marks or require us to make changes to our technologies.

We hold no patents on our proprietary technology and may not be able to protect our proprietary technology.

We do not have and do not intend to apply for patents on our software products. Management believes that the patent application process in many countries in which we intend to sell products would be time-consuming and expensive and any patent protection might be out of date by the time the patent were to be granted.

The departure of any of our management or significant technical personnel, the breach of their confidentiality and non-disclosure obligations, or the failure to achieve our intellectual property objectives may have a material adverse effect on our business, financial condition and results of operations. We believe our success depends upon the knowledge and experience of our management and technical personnel and our ability to market our existing products and to develop new products. Employees may and have left us to go to work for a competitor. While we believe that we have adequately protected our proprietary technology, and we will take all appropriate and reasonable legal measures to protect it, the use of our processes by a competitor could have a material adverse effect on our business, financial condition and results of operations. Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our proprietary technology and operate without infringing upon the rights of others. We may not be able to successfully protect our proprietary technology, and our proprietary technology may otherwise become known or be independently developed by competitors. Competitors’' products may add features, increase performance or sell at lower prices. We cannot predict whether our products will continue to compete successfully with such existing rival architectures or whether new architectures will establish or gain market acceptance or provide increased competition with our products.

Substantially all of our assets, and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

Substantially all of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, all of our directors and officers are nationals or residents of countries other than the United States, and all or a substantial portion of such persons’' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.

We are currently dependent on a small number of channel partners for the sale of our products and if we are unable to expand our channel partner relationships or if our channel partners are unable to generate significant sales of our products, then our revenues may not increase significantly.

We shifted our sales model from a direct sales model to a channel partner model. A channel partner is a party who purchases our products for resale to telecommunication companies. This fundamentally shifted the way our company was structured. Instead of selling and supporting the customer directly, we utilize the channel partner to conduct the sales and support activities for our enhanced messaging software. Instead of being dependent on a small number of customers for the sales of our products as we were in our previous fiscal years, we are currently dependent on our channel partners for sales of our products. If our channel partners are unable to generate significant sales of our products or we are unable to expand the number of channel partner relationships, our business, financial condition and results of operations would be materially and adversely affected.

- 15 -

We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.

The ~~market~~telecommunications ~~for~~industry ~~unified messaging software~~ is highly competitive and subject to frequent product introductions with improved price and/or performance characteristics. Even if we are able to introduce products which meet evolving customer requirements in a timely manner, there can be no assurance that our new products will gain market acceptance. Many companies, including Lucent, Comverse and IP Unity and others have greater financial, technical, sales and marketing resources, better name recognition and a larger customer base than ours. In addition, many of our large competitors may offer customers a broader product line, which may provide a more comprehensive solution than our current solutions. Increased competition in the unified ~~messaging~~ messaging industry could result in significant price competition, reduced profit margins or loss of market share, any of which could have a material adverse effect on our ability to generate revenues and successfully operate our business.

Rapid technological changes in our industry could render our products non-competitive or obsolete and consequently affect our ability to generate revenues.

The telecommunications industry is characterized by rapidly changing technology and evolving industry standards. We believe that our success will depend on our ability to continuously develop our products, to enhance our current products and to introduce them promptly into the market. We can make no assurance that our technology or systems will not become obsolete due to the introduction of alternative technologies. If we are unable to continue to develop and introduce new products to meet technology changes and changes in market demands, our business and operating results, including our ability to generate revenues, could be adversely affected.

- 13 -

Our future growth and our ability to generate revenues may be materially and adversely affected by continued reductions in spending on telecommunications infrastructure by our potential customers.

Any slow down in capital spending by telecommunication service providers may affect our future revenues more than we currently expect. Moreover, the significant slowdown in capital spending by telecommunication service providers has created uncertainty as to market demand for the type of products we produce. As a result, revenues and operating results for a particular period can be difficult to predict. In addition, there can be no certainty as to the severity or duration of the current industry adjustment. As a result of the recent changes in industry and market conditions, many of our potential customers have reduced their capital spending on telecommunications infrastructure. Our revenues and operating results are expected to continue to be affected by the continued reductions in capital spending on telecommunications infrastructure by our potential customers.

The global financial crisis may have impacts on our business and financial condition that we currently cannot predict.

The ~~continued~~ credit crisis and related turmoil in the global financial system, as well as the global economic recession, may have an impact on our business and our financial condition~~, and we may face challenges if conditions in the financial markets do not improve~~. The current economic situation could have a material adverse impact on our customers causing them to fail to meet their obligations to us. Additionally, the current economic worldwide situation could lead to further reduced demand for our products and services, which could have a material negative impact on our revenues, results of operations and financial conditions.

Our Articles of Incorporation and Bylaws and Nevada law contain provisions that could delay or prevent a change of control and could limit the market price of our common stock.

Our authorized capital stock consists of 100,000,000 shares of common stock and 21,000,000 shares of preferred stock. As at ~~November~~May 815, ~~2010~~2011, ~~67,271,845~~ ~~common shares are issued and outstanding,~~ 1 share of Series A preferred stock has been designated and is issued and outstanding, 666,667 shares of Series B preferred stock have been designated, of which nil are issued and outstanding and 19,250,280 shares of Series C preferred stock have been designated, of which 19,250,280 are issued and outstanding. Our board of directors, without any action by stockholders, is authorized to designate and issue shares of preferred stock in any class or series as it deems appropriate and to establish the rights, preferences and privileges of these shares, including dividends, liquidation and voting rights. The rights of holders of shares of preferred stock that may be issued may be superior to the rights granted to the holders of existing shares of our common stock. Further, the ability of our board of directors to designate and issue ~~such~~ such undesignated shares could impede or deter an unsolicited tender offer or takeover proposal and the issuance of additional shares having preferential rights could adversely affect the voting power and other rights of holders of our common stock.

- Trading 16of -our stock may be restricted by the SEC's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

~~Trading~~ The ofSecurities ~~our~~and Exchange Commission has adopted regulations which generally define "penny stock" ~~may~~to be ~~restricted~~any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the ~~SEC’s~~penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock ~~regulations~~rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which ~~may~~provides ~~limit~~information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a ~~stockholder’~~transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to ~~buy~~trade our securities. We believe that the penny stock rules discourage investor interest in and ~~sell~~limit the marketability of our common stock.

~~The Securities and Exchange Commission has adopted regulations~~ which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-~~dealers~~ ~~who~~14 sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-~~dealer, prior to a~~ transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit a stockholder’'s ability to buy and sell our stock.

In addition to the “"penny stock”" rules described above, the FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’'s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

~~Our~~ As ~~common~~a result of our failure to file our disclosure documents, as more particularly described under the heading “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”, our common shares cannot be traded on the OTC Bulletin Board and the TSX. If we are successful in our efforts to resume trading on either the OTC Bulletin Board or the TSX Venture Exchange, the market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other telecommunication companies, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

- 17 -

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

~~Under the November 2, 2009 loan agreement with Randy Buchamer,~~ ~~we were required to make a payment of $62,500 on March 31, 2010 and July 31, 2010~~None. ~~As of November 8, 2010, there has been an additional accrual of $835 in~~ ~~interest. As of November 8, 2010, we have not made these payments.~~

Item 4. (Removed and Reserved)

Item 5. Other Information.

None.

- 15 -

Item 6. Exhibits.

(a) Exhibits:

Exhibit
Exhibit Number	Description
Number	Description
3.1	Articles of Incorporation, dated October 1, 1997 (1)
3.2	Articles of Amendment of Articles of Incorporation, dated June 24, 1999 (1)
3.3	Amended and Restated Bylaws (2)
4.1	Common Stock Certificate (1)
4.2	Certificate of Designation of Series A Preferred Stock (1)
4.3	Certificate of Designation of Series B Preferred Stock, dated December 27, 2000 (3)
4.4	Certificate of Amendment to Certificate of Designation of Series B Preferred Stock (4)
4.5	Certificate of Amendment to Articles of Incorporation, dated June 30, 2009(6)
4.6	Certificate of Designation of Series C Non Voting Convertible Preferred Stock, dated June 30, 2009 (6)
10.1	Amended and Restated 1999 Stock Option Plan (4)
10.2	~~Employment~~Settlement Agreement ~~between~~dated November 2, 2009 among our company, Voice Mobility Inc., ~~and~~Voice ~~Randy~~Mobility ~~Buchamer~~(US) Inc., ~~dated~~Voice ~~August~~Mobility ~~16,~~Canada ~~2001~~Limited and Randy Buchamer(45)
10.3	~~Settlement~~Loan Agreement dated November 2, 2009 among our company, Voice Mobility Inc., Voice Mobility (US) Inc., ~~Voice Mobility Canada Limited~~ and Randy Buchamer (5)
10.4	~~Loan~~Professional ~~Agreement~~Services ~~dated~~Engagement ~~November~~Contract 2,between ~~2009 among~~ our company, ~~Voice~~and ~~Mobility~~Arrowstone ~~Inc.,~~Ventures ~~Voice~~Ltd ~~Mobility~~ (US6) ~~Inc. and Randy Buchamer (5)~~
10.5	Technical and Business Advisory Services Contract between our company and Emprise Capital Corporation (6)
10.6	Form of Private Placement Subscription Agreement (Canadian and offshore investors) (7)
10.7	Form of Private Placement Subscription Agreement (US investors) (7)
10.8	Form of Convertible Debenture (Canadian and offshore investors) (7)
10.9	Form of Convertible Debenture (US investors) (7)
10.10	Settlement Agreement dated November 2, 2009 among our company, Voice Mobility Inc., Voice Mobility (US) Inc., Voice Mobility Canada Limited and Randy Buchamer (8)
10.11	License Agreement dated January 31, 2011 by and among Voice Mobility International, Inc, Voice Mobility Inc., and Applied Voice & Speech Technologies, Inc. (9)
10.12	Asset Purchase Agreement between Voice Mobility International, Inc. and Tagline Communications Inc. (10)
31*	Section 302 Certification of Jay Hutton, dated May 23, 2011
32*	Section 906 Certification of Jay Hutton, dated May 23, 2011

-* 18Filed -herewith.

10.5	Professional Services Engagement Contract between our company and Arrowstone Ventures Ltd (6)
10.6	Technical and Business Advisory Services Contract between our company and Emprise Capital Corporation (6)
10.7	Form of Private Placement Subscription Agreement (Canadian and offshore investors) (7)
10.8	Form of Private Placement Subscription Agreement (US investors) (7)
10.9	Form of Convertible Debenture (Canadian and offshore investors) (7)
10.10	Form of Convertible Debenture (US investors) (7)
31*	Section 302 Certification of Jay Hutton, dated November 15, 2010
32*	Section 906 Certification of Jay Hutton, dated November 15, 2010

- 16 -

		* Filed herewith.
(1)	Previously submitted with our Registration Statement on Form 10-SB, as originally filed on September 17, 1999, and all amendments thereto.
		(1)	Previously submitted with our Registration Statement on Form 10-SB, as originally filed on September 17, 1999, and all amendments thereto.
(2)	Previously submitted with our Definitive Schedule 14A as filed on May 19, 2000.
		(2)	Previously submitted with our Definitive Schedule 14A as filed on May 19, 2000.
(3)	Previously submitted with our Form 10-KSB, as filed on April 11, 2001.
		(3)	Previously submitted with our Form 10-KSB, as filed on April 11, 2001.
(4)	Previously submitted with our Form 10-K, as filed on April 1, 2002.
		(4)	Previously submitted with our Form 10-K, as filed on April 1, 2002.
(5)	Previously submitted with our Form 10-Q, as filed on November 20, 2009.
		(5)	Previously submitted with our Form 10-Q, as filed on November 20, 2009.
(6)	Previously submitted with our Form 10-Q, as filed on July 28, 2010.
		(6)	Previously submitted with our Form 10-Q, as filed on July 28, 2010.
(7)	Previously submitted with our Form 8-K, as filed on September 2, 2010.
		(7)	Previously submitted with our Form 8-K, as filed on September 2, 2010.
(8)	Incorporated by reference from our Form 10-Q, as filed on November 20, 2010
(9)	Incorporated by reference from our Form 8-K, as filed on February 4, 2011.
(10)	Incorporated by reference from our Form 8-K, as filed on March 11, 2011.

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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.

VOICE MOBILITY INTERNATIONAL, INC.

By:	/s/ Jay Hutton
Jay Hutton
President, Chief Executive Officer and Director
(Principal Executive Officer and Principal Financial Officer)
Dated: November 15, 2010

By: /s/ Jay Hutton
Jay Hutton President, Chief Executive Officer and Director
(Principal Executive Officer and Principal Financial Officer)

Dated: May 23, 2011

Filing Compare · VOICE MOBILITY INTERNATIONAL INC