Texas
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75-2785941
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(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer identification No.)
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Title
of securities
to
be registered
|
Amount
to be
Registered
|
Proposed
maximum
offering
price
per
share (1)
|
Proposed
maximum
Aggregate
offering
Price
|
Amount
of
Registration
fee
|
|||||||||
Common
Stock ($.001 par value)
|
500,000
(2
|
)
|
$
|
0.145
|
$
|
72,500
|
$
|
2.22
|
(1)
|
Estimated
solely for the purpose of determining the amount of registration
fee and
pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1933, as amended, based on the average
of the
high and low prices of the Company's common stock on the Over-the-Counter
Bulletin Board on May 24, 2007 which were $0.15 and $0.14,
respectively.
|
(2)
|
Represents
shares of the Company’s common stock to be issued to Mark L. Baum, Esq.,
and James B. Panther II (the “Consultants”) pursuant to consulting
contracts between the Company and the
Consultants.
|
(a) |
The
Company's annual report on Form 10-K for the fiscal year ended December
31, 2006 filed pursuant to Section 13 of the Exchange Act on April
2,
2007;
|
|
|
(b)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
January 9, 2007;
|
|
(c)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
January 10, 2007;
|
|
(d)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
January 11, 2007;
|
|
(e)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
January 29, 2007;
|
|
(f)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
February 1, 2007;
|
|
(g)
|
The
Company's current reports on Form 8-K, as filed with the Commission
on
February 2, 2007;
|
|
(h)
|
The
Company's current reports on Form 8-K, as filed with the Commission
on
February 23, 2007;
|
|
(i)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
March 13, 2007;
|
|
(j)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
March 19, 2007;
|
|
(k)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
March 29, 2007;
|
|
(l)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
April 12, 2007;
|
|
(m)
|
The
Company's current report on Form 8-K, as filed with the Commission
on
April 30, 2007;
|
|
(n)
|
The
Company's current report on Form 8-K, as filed with the Commission
on May
10, 2007;
|
|
(o)
|
The
Company's current report on Form 8-K, as filed with the Commission
on May
11, 2007;
|
|
(p)
|
The
Company's quarterly report on Form 10-Q, as filed with the Commission
on
May 15, 2007;
|
|
(q)
|
The
Company's current report on Form 8-K, as filed with the Commission
on May
15, 2007;
|
|
(r)
|
The
Company's current report on Form 8-K, as filed with the Commission
on May
18, 2007;
|
(s)
|
The
Company's current report on Form 8-K/A, as filed with the Commission
on
May 22, 2007;
|
|
(t)
|
The
Company's Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as filed with the Commission on February 12,
2007;
and
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(u)
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The
description of the Company's common stock contained in
the Registration Statement on Form SB-2 filed August 27, 2001 and
Form SB-2/A filed February 7, 2002.
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Exhibit
No.
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|
Description
|
4.1
|
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Advisory
Services Agreement with Mark L. Baum, Esq.
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4.2
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First
Amended Advisory Services Agreement with Mark L. Baum,
Esq.
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4.3
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Second
Amended Advisory Services Agreement with Mark L. Baum,
Esq.
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4.4
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Advisory
Services Agreement with James B. Panther II
|
|
4.5
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First
Amended Advisory Services Agreement with James B. Panther
II
|
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4.6
|
|
Second
Amended Advisory Services Agreement with James B. Panther
II
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5.1
|
|
Opinion
of Sichenzia Ross Friedman Ference LLP
|
23.1
|
|
Consent
of Berkovits, Lago & Company, LLP, Certified Public
Accountants
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23.2
|
|
Consent
of Moore Stephens Lovelace, P.A., Certified Public
Accountants
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23.3
|
|
Consent
of Sichenzia Ross Friedman Ference LLP (filed as part of Exhibit
5.1)
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24.1
|
|
Power
of Attorney (see signature page)
|
(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
(i)
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To
include any prospectus required by of the Securities Act of
1933;
|
|
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission if,
in the
aggregate, the changes in volume and price represent no more than
20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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(4)
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That,
for the purpose of determining liability of the registrant under
the
Securities Act of 1933 to any purchaser in the initial distribution
of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to
this
registration statement, regardless of the underwriting method used
to sell
the securities to the purchaser, if the securities are offered or
sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be
considered to offer or sell such securities to such
purchaser:
|
(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant
or its
securities provided by or on behalf of the undersigned registrant;
and
|
(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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VoIP,
Inc
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||
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By |
/s/
Anthony J. Cataldo
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Anthony
J. Cataldo, Chairman and Chief Executive Officer
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||
Signature
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|
Title
|
|
Date
|
|
|
|
|
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/s/
Anthony Cataldo
|
|
Chairman
of the Board of
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|
May
25, 2007
|
Anthony Cataldo |
|
Directors
and Chief Executive Officer
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|
|
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|
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/s/
Robert Staats
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Chief
Accounting Officer
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May
25, 2007
|
Robert Staats |
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/s/
Gary Post
|
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Director
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May
25, 2007
|
Gary Post |
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/s/
Nicholas A. Iannuzzi, Jr.
|
|
Director
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May
25, 2007
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Nicholas A. Iannuzzi, Jr. |
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/s/
Stuart Kosh
|
|
Director
|
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May
25, 2007
|
Stuart Kosh |
|
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Exhibit
No.
|
|
Description
|
4.1
|
|
Advisory
Services Agreement with Mark L. Baum, Esq.
|
4.2
|
|
First
Amended Advisory Services Agreement with Mark L. Baum,
Esq.
|
4.3
|
|
Second
Amended Advisory Services Agreement with Mark L. Baum,
Esq.
|
4.4
|
Advisory
Services Agreement with James B. Panther II
|
|
4.5
|
First
Amended Advisory Services Agreement with James B. Panther
II
|
|
4.6
|
|
Second
Amended Advisory Services Agreement with James B. Panther
II
|
5.1
|
|
Opinion
of Sichenzia Ross Friedman Ference LLP
|
23.1
|
|
Consent
of Berkovits, Lago & Company, LLP, Certified Public
Accountants
|
23.2
|
|
Consent
of Moore Stephens Lovelace, P.A., Certified Public
Accountants
|
23.3
|
|
Consent
of Sichenzia Ross Friedman Ference LLP (filed as part of Exhibit
5.1)
|
24.1
|
|
Power
of Attorney (see signature page)
|