UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~Date~~DATE ofOF ~~Report~~REPORT (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): November 923, 2012

VOICESERVE, INC.

(Exact name of registrant as specified in ~~charter~~Charter)

Delaware	000-51882	98-0597288
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

Grosvenor House, 1 High Street

Middlesex HA8 7TA

England

(Address of Principal Executive Offices)(Zip Code)

~~Registrant’s telephone number, including area code:~~ 44-208-136-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 45.02 ~~Non-Reliance~~ Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers

On November 923, 2012 ,~~the~~ ~~Audit Committee of the Board of Directors of~~ VoiceServe, Inc. (the “Company”), ~~after~~dismissed ~~consultation~~Alfred ~~with~~Stefansky ~~management,~~as ~~determined that~~ the ~~financial~~Chief ~~statements~~Financial inOfficer ~~our Quarterly Report on Form 10-Q for the period ended June 30, 2012 could no longer be relied upon. These determinations were made during the completion~~ of the ~~audit process for the fiscal quarter ended September 30~~Company, ~~2012,~~effective ~~in connection with the preparation of our annual report for the same period~~immediately. The ~~Audit~~Company ~~Committee~~ has ~~discussed~~attempted ~~the~~to ~~matters~~notify ~~disclosed~~Mr. ~~herein~~Stefansky ~~with~~of ~~MaloneBailey,~~his ~~LLP,~~dismissal ~~our~~and ~~registered~~we ~~independent~~have ~~public~~received ~~accounting~~no ~~firm~~response.

~~The~~On ~~following~~the ~~are~~same day, the Company’s board of directors (the “Board”) appointed Andrew Millet, a ~~summary~~member of the ~~anticipated~~Board, ~~restatements:~~as the Company’s Chief Financial Officer, effective immediately. Mr. Millet will perform the services and duties that are normally and customarily associated with the Chief Financial Officer position as well as other associated duties as our Board reasonably determines.

1.Biographical Weinformation ~~had~~for ~~originally~~Mr. ~~applied~~Millet ahas ~~50%~~previously ~~discount~~been todisclosed ~~the~~on ~~closing price of our common stock that was used to determine~~ the ~~fair~~Company’s ~~value~~Annual ofReport ~~3,000,000 shares issued~~ on ~~April~~Form 2010-K, ~~2012~~filed towith ~~officers and directors of~~ the ~~Company.~~Securities ~~After additional review~~ and ~~analysis,~~Exchange weCommission ~~now~~on ~~believe~~July ~~that this discount should not have been applied. Accordingly~~16, ~~our records were adjusted to reflect the additional $486,000 in stock based compensation~~2012.

2.Employment We had previously not accounted for 1,800,000 shares granted but not issued to a member of the Company’s Board of Directors and to two consultants for prior services rendered of the Company on April 26, 2012. The management now believes that the issuance should be accounted for in the quarter ending June 30, 2012. The fair value of the stock was $383,400 and has been expensed for the period ended June 30, 2012.Agreements

On November 23, 2012, we executed an employment agreement with our Chief Financial Officer, Andrew Millet. The agreement has a term of one (1) year and provides for (i) an annual base salary of $8,000 and (ii) an annual bonus of up to 100% of the base salary as determined in the sole discretion of the Board of Directors. Annual bonuses are determined by the Board of Directors and are based on the Company’s ability to generate revenues. The agreement also contains provisions concerning early termination of the executive for death, disability, or with or without cause by the executive. In the event of death or disability, the Company is obligated to pay three months base salary plus accrued benefits.

A copy of the Employment Agreement is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 10.1.

Family Relationships

There are no family relationships between any of the Company’s directors or officers and Mr. Millet.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Description
10.1		Employment Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this ~~report~~Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	VOICESERVE, INC.
Date: November 14, 2012	By:	/s/ Michael Bibelman
Date: February 7, 2013	By:	/s/ Michael Bibelman
		Michael Bibelman Chief Executive Officer

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