As
filed with the Securities and Exchange Commission on May 11,
2007
|
|
Reg.
No. 333-
|
Texas
|
75-2785941
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer identification No.)
|
Title
of Securities to be Registered
|
Amount
to be Registered
|
|
Proposed
Maximum Offereing Price per Share (1)
|
|
Proposed
Maximum Aggregate Offering Price
|
|
Amount
of Registration Fee
|
||||||
Common
Stock ($0.001 par value)
|
900,000(2
|
)
|
$
|
0.17
|
$
|
153,000
|
$
|
4.70
|
|||||
Common
Stock ($0.001 par value)
|
1,660,606(3
|
)
|
0.17
|
282,303
|
8.67
|
||||||||
Common
Stock ($0.001 par value)
|
550,000(4
|
)
|
0.17
|
93,500
|
2.87
|
||||||||
Common
Stock ($0.001 par value)
|
20,000,000(5
|
)
|
0.17
|
3,400,000
|
104.38
|
||||||||
Common
Stock ($0.001 par value)
|
2,000,000(6
|
)
|
0.17
|
340,000
|
10.44
|
||||||||
Common
Stock ($0.001 par value)
|
10,000,000(7
|
)
|
0.17
|
1,700,000
|
52.19
|
||||||||
Totals
|
35,110,606
|
$
|
0.17
|
$
|
5,968,803
|
$
|
183.24
|
(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 (the “Securities Act”), based
on the average of the closing bid and ask prices of the Company's
common
stock on the Over-the-Counter Bulletin Board on May 9,
2007.
|
(2) |
Represents
shares issued to directors of the Company pursuant to the VoIP, Inc.
Stock
Grant Plan.
|
(3) |
Represents
shares of the Company’s common stock to be issued to Yenny Herman pursuant
to a consulting contract between the Company and Mr.
Herman.
|
(4) |
Represents
shares of the Company’s common stock to be issued to Gary Post, a current
member of the Company’s board of directors, pursuant to a consulting
contract between the Company and Mr.
Post.
|
(5) |
Represents
10,000,000 shares of the Company’s common stock to be issued to Anthony
Cataldo pursuant to an employment agreement between the Company and
Mr.
Cataldo, and 10,000,000 shares to be issued to Shawn Lewis pursuant
to an
employment agreement between the Company and Mr.
Lewis.
|
(6) |
Represents
2,000,000 shares of the Company’s common stock to be issued to Robert
Staats pursuant to an employment agreement between the Company and
Mr.
Staats.
|
(7) |
Includes
shares of our common stock issuable pursuant to the Company’s 2006 Equity
Incentive Plan.
|
|
|
|
Page
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PART
I
|
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS | ||
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||
Prospectus
Summary
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6
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||
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Special
Note Regarding Forward Looking Statements
|
11
|
|
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|
|
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Risk
Factors
|
11
|
Determination
of Offering Price
|
19
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||
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Use
of Proceeds
|
19
|
|
|
|
|
|
|
Selling
Stockholders
|
19
|
|
|
|
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Plan
of Distribution
|
21
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|
Legal
Matters
|
23
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Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
23
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||
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Where
You Can Find More Information
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23
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PART
II
|
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
|
||
Item
3.
|
Incorporation
of Documents by Reference
|
24
|
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Item
4.
|
Description
of Securities
|
25
|
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Item
5.
|
Interests
of Named Experts and Counsel
|
25
|
|
Item
6.
|
Indemnification
of Directors and Officers
|
25
|
|
Item
7.
|
Exemption
from Registration Claimed
|
25
|
|
Item
8.
|
Exhibits
|
25
|
|
Item
9.
|
Undertakings
|
26
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|
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|
|
Signatures
|
· |
building
our carrier/service provider customer base through aggressive marketing
of
our VoiceOne Carrier Direct
program;
|
· |
completing
the expansion of our network (currently in
process);
|
· |
capitalizing
on our technological expertise to introduce new products, services
and
features;
|
· |
customizing
our service offerings for the purpose of pursuing strategic partnerships
with major customers and suppliers;
|
· |
offering
the best possible service and support to our
customers;
|
· |
developing
additional distribution channels;
|
· |
expanding
our market share for our retail calling
services;
|
· |
increasing
our customer base by introducing cost-effective solutions to interconnect
with our network; and
|
· |
controlling
operating expenses and capital
expenditures.
|
· |
quality
of service;
|
· |
breadth
and depth of service offerings;
|
· |
ability
to custom create innovative
solutions;
|
· |
the
ability to meet and anticipate customer needs through multiple service
offerings and feature sets;
|
· |
responsive
customer care services; and
|
· |
price.
|
Shares
of common stock outstanding prior to this offering
|
143,757,172(1)
|
|
Shares
of common stock issuable upon issuance of shares and exercise of
outstanding options which may be offered pursuant to this
prospectus
|
33,450,000
|
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of the shares of common
stock
offered in this prospectus. We will receive proceeds to the extent
that
options issued to our 2006 Equity Incentive Plan are exercised for
cash.
We will use the exercise proceeds, if any, for working capital and
general
corporate purposes.
|
|
Risk
Factors
|
The
purchase of our common stock involves a high degree of risk. You
should
carefully review and consider "Risk Factors" beginning on page
11.
|
|
Over-The
Counter Bulletin Board Stock Exchange Symbol
|
VOII.OB
|
· |
Require
us to dedicate a substantial portion of our cash flow from operations
to
payments on our debt, which would reduce amounts available for working
capital, capital expenditures, research and development, and other
general
corporate purposes;
|
· |
Limit
our flexibility in planning for, or reacting to, changes in our business
and the industries in which we
operate;
|
· |
Increase
our vulnerability to general adverse economic and industry
conditions;
|
· |
Place
us at a disadvantage compared to our competitors that may have less
debt
than we do;
|
· |
Make
it more difficult for us to obtain additional financing that may
be
necessary in connection with our
business;
|
· |
Make
it more difficult for us to implement our business and growth strategies;
and
|
· |
Cause
us to have to pay higher interest rates on future
borrowings.
|
· |
To
successfully integrate our recent
acquisitions;
|
· |
To
increase acceptance of our VoIP communications services, thereby
increasing the number of users of our IP telephony
services;
|
· |
To
compete effectively; and
|
· |
To
develop new products and keep pace with developing
technology.
|
· |
Acceptance
and use of IP telephony;
|
· |
Growth
in the number of our customers;
|
· |
Expansion
of service offerings;
|
· |
Traffic
levels on our network;
|
· |
The
effect of competition, regulatory environment, international long
distance
rates, and access and transmission costs on our prices;
and
|
· |
Continued
improvement of our global network
quality.
|
· |
Potentially
weaker protection of intellectual property
rights;
|
· |
Political
and economic instability;
|
· |
Unexpected
changes in regulations and tariffs;
|
· |
Fluctuations
in exchange rates;
|
· |
Varying
tax consequences; and
|
· |
Uncertain
market acceptance and difficulties in marketing efforts due to language
and cultural differences.
|
· |
Potentially
dilutive issuances of equity securities, which may be issued at the
time
of the transaction or in the future if certain performance or other
criteria are met or not met, as the case may be. These securities
may be
freely tradable in the public market or subject to registration rights
which could require us to publicly register a large amount of our
common
stock, which could have a material adverse effect on our stock
price;
|
· |
Diversion
of management's attention and resources from our existing
businesses;
|
· |
Significant
write-offs if we determine that the business acquisition does not
fit or
perform up to expectations;
|
· |
The
incurrence of debt and contingent liabilities or impairment charges
related to goodwill and other long-lived
assets;
|
· |
Difficulties
in the assimilation of operations, personnel, technologies, products
and
information systems of the acquired
companies;
|
· |
Regulatory
and tax risks relating to the new or acquired
business;
|
· |
The
risks of entering geographic and business markets in which we have
limited
(or no) prior experience;
|
· |
The
risk that the acquired business will not perform as expected;
and
|
· |
Material
decreases in short-term or long-term
liquidity.
|
· |
Inconsistent
quality or speed of service;
|
· |
Traffic
congestion;
|
· |
Potentially
inadequate development of the necessary
infrastructure;
|
· |
Lack
of acceptable security
technologies;
|
· |
Lack
of timely development and commercialization of performance improvements;
and
|
· |
Unavailability
of cost-effective, high-speed
access.
|
· |
The
addition or loss of any major
customer;
|
· |
Changes
in the financial condition or anticipated capital expenditure purchases
of
any existing or potential major
customer;
|
· |
Quarterly
variations in our operating
results;
|
· |
Changes
in financial estimates by securities
analysts;
|
· |
Speculation
in the press or investment
community;
|
· |
Announcements
by us or our competitors of significant contracts, new products or
acquisitions, distribution partnerships, joint ventures, or capital
commitments;
|
· |
Sales
of common stock or other securities by us or by our shareholders
in the
future;
|
· |
Securities
and other litigation;
|
· |
Announcement
of a stock split, reverse stock split, stock dividend, or similar
event;
|
· |
Economic
conditions for the telecommunications, networking, and related industries;
and
|
· |
Economic
instability.
|
Additional
Common Stock Outstanding
|
Additional
Reservation
|
Current
|
Minimim
Total
Additional
|
|||||||||||||||||||||||||
Upon
Conversion/Exercise 1
|
Requirements
2
|
Obligations
|
Authorized
|
|||||||||||||||||||||||||
Convertible
|
Convertible
|
To
Issue
|
Shares
|
|||||||||||||||||||||||||
Notes
|
Warrants
|
Options
|
Subtotal
|
Notes
|
Options
|
Subotal
|
Shares
3
|
Required
|
||||||||||||||||||||
May
2005 private placement
|
-
|
2,571,970
|
-
|
2,571,970
|
-
|
-
|
-
|
1,270,219
|
3,842,189
|
|||||||||||||||||||
July
and October 2005
|
||||||||||||||||||||||||||||
convertible notes
and warrants
|
2,714,130
|
3,713,542
|
-
|
6,427,672
|
12,798,060
|
-
|
12,798,060
|
10,083,930
|
29,309,662
|
|||||||||||||||||||
January
and February 2006
|
||||||||||||||||||||||||||||
convertible
notes and warrants
|
42,154,246
|
9,074,104
|
-
|
51,228,350
|
9,663,863
|
-
|
9,663,863
|
6,165,068
|
67,057,281
|
|||||||||||||||||||
November
2005 financing
|
||||||||||||||||||||||||||||
agreement
|
-
|
2,225,000
|
-
|
2,225,000
|
-
|
-
|
-
|
11,125,000
|
13,350,000
|
|||||||||||||||||||
WQN,
Inc.
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
October
06 convertible notes
|
||||||||||||||||||||||||||||
and
warrants
|
16,143,750
|
10,378,125
|
-
|
26,521,875
|
16,143,750
|
-
|
16,143,750
|
-
|
42,665,625
|
|||||||||||||||||||
Feb
07 Cedar convertible notes
|
8,710,951
|
-
|
-
|
8,710,951
|
8,710,951
|
8,710,951
|
-
|
17,421,902
|
||||||||||||||||||||
Feb/Apr
07 convertible notes
|
23,452,724
|
21,528,991
|
-
|
44,981,715
|
23,452,724
|
23,452,724
|
-
|
68,434,439
|
||||||||||||||||||||
Nov/Dec
06 & Jan 07 bridge notes
|
-
|
2,410,995
|
-
|
2,410,995
|
-
|
-
|
-
|
-
|
2,410,995
|
|||||||||||||||||||
2004
Stock Option Plan
|
-
|
-
|
-
|
-
|
-
|
4,000,000
|
4,000,000
|
-
|
4,000,000
|
|||||||||||||||||||
2006
Stock Option Plan
|
-
|
-
|
-
|
-
|
-
|
10,000,000
|
10,000,000
|
-
|
10,000,000
|
|||||||||||||||||||
Securities
owned by consulting
|
||||||||||||||||||||||||||||
and
other professional firms
|
-
|
4,349,327
|
1,972,313
|
6,321,640
|
-
|
-
|
1,660,606
|
7,982,246
|
||||||||||||||||||||
Current
and former officer and
|
||||||||||||||||||||||||||||
employee
securities 4
|
-
|
6,800,000
|
1,562,500
|
8,362,500
|
-
|
-
|
-
|
23,798,235
|
32,160,735
|
|||||||||||||||||||
Securities
owned by or owed to
|
||||||||||||||||||||||||||||
shareholders
|
-
|
3,892,385
|
-
|
3,892,385
|
-
|
-
|
-
|
-
|
3,892,385
|
|||||||||||||||||||
Totals
|
93,175,801
|
66,944,439
|
3,534,813
|
163,655,053
|
70,769,348
|
14,000,000
|
84,769,348
|
54,103,058
|
302,527,459
|
1
These columns represent common shares issuable upon the hypothetical
conversion of outstanding convertible debt, and the exercise of
all
outstanding warrants and options.
|
||||||||||||
2
These columns represent contractual requirements to reserve specified
or
computed numbers of common shares from our authorized capital,
in addition
to the conversion/exercise amounts referred to in footnote 1.
|
||||||||||||
3
These are common shares that are contractually owing to various
individuals or firms.
|
||||||||||||
4
In
addition, our Chief Executive Officer and Chief Operating Officer
may
receive additional options sufficient to maintain their common
share
ownership at 5% and 8%,
respectively.
|
1. |
the
number of common shares owned by each selling shareholder prior to
this
offering;
|
2. |
the
total number of common shares that are to be offered by each selling
shareholder;
|
3. |
the
total number of common shares that will be owned by each selling
shareholder upon completion of the
offering;
|
4. |
the
percentage owned by each selling shareholder;
and
|
5. |
the
identity of the beneficial holder of any entity that owns the common
shares.
|
Name
of Beneficial Owner
|
Shares
of Common Stock
Beneficially
Owned at
April
30, 2007 (1)
|
|
Number
of Shares
of
Common Stock to be
Offered
for Resale
|
|
Number
of Shares of Common Stock / Percentage to be Owned After Completion
of the
Offering
|
|||||
Anthony
Cataldo (4)(7)
|
0
|
10,000,000
|
0
/ *
|
|||||||
Shawn
Lewis (4)(5)(7)
|
7,035,857
|
10,000,000
|
7,035,857
/ 5.0%
|
|||||||
Nicholas
A. Iannuzzi, Jr. (4)
|
607,355
|
300,000
|
307,355
/ *
|
|||||||
Stuart
Kosh (2)(4)
|
3,268,750
|
300,000
|
2,968,750
/ 2.1%
|
|
||||||
Gary
Post (3)(4)(9)
|
3,900,000
|
850,000
|
3,600,000
/ 2.5%
|
|
||||||
Robert
Staats (4)(6)(8)
|
253,125
|
2,000,000
|
253,125
/ *
|
*
Less than one percent.
|
(1) |
We
have issued and outstanding 143,757,172 shares of common stock; and
a
total of 400,000,000 common shares are authorized. Additional issuances
of
common stock resulting from the exercise of options and/or warrants
and/or
the conversion of debt are subject to the authorized
limit.
|
(2) |
Beneficial
ownership at December 31, 2006 consists of (a) 1,962,500 shares of
common
stock; (b) currently exercisable options to purchase 156,250 shares
of
common stock; and (c) warrants to purchase 850,000 shares of common
stock.
|
(3) |
Beneficial
ownership at December 31, 2006 consists of 600,000 shares of common
stock
and warrants to purchase 3,000,000 shares of common
stock.
|
(4) |
Messrs.
Iannuzzi, Kosh, Cataldo and Post are members of our board of directors.
Mr. Post was also our chief executive officer until September, 2006.
Mr.
Cataldo is our chief executive officer, Mr. Lewis is our chief operating
officer and Chief Technology Officer, and Mr. Staats is our Chief
Accounting Officer.
|
(5) |
Consists
of 7,035,857 shares of common
stock.
|
(6) |
Consists
of warrants to purchase 150,000 shares of common stock and currently
exercisable options to purchase 103,125 shares of common
stock.
|
(7) |
As
previously disclosed, on September 14, 2006 and on May 4, 2007, we
entered
into employment agreements or amendments with Anthony J. Cataldo,
our
Chairman and Chief Executive Officer, and Shawn Lewis, our Chief
Operating and Technology Officer. These agreements as amended
provide for, among other things, the award of 10,000,000 shares of
our
common stock each to Messrs. Cataldo and Lewis, with cost free piggyback
registration rights. Messrs. Cataldo and Lewis are also to receive
sufficient additional common shares to assure that they have the
right to
maintain a minimum of 5% and 8% beneficial ownership, respectively,
of our
fully diluted (issued, options, warrants, and all preferred conversions)
common stock.
|
(8) |
As
previously disclosed, on May 4, 2007 we executed an amendment to
the
employment agreement with Robert Staats, our Chief Accounting
Officer. This amendment provided for, among other things, the
issuance of a stock grant for 2,000,000 common shares to Mr.
Staats.
|
(9) |
On
May 3, 2007, we entered into a consulting agreement with Gary Post
to
provide litigation support services. This agreement provided for,
among
other things, the award of 550,000 shares of common stock, par value
$0.001, to Mr. Post.
|
1. |
the
market price prevailing at the time of
sale;
|
2. |
a
price related to such prevailing market price;
or
|
3. |
such
other price as the selling shareholders determine from time to
time.
|
1. |
a
block trade in which the broker-dealer so engaged will attempt to
sell the
common shares as agent, but may position and resell a portion of
the block
as principal to facilitate the
transaction;
|
2. |
purchases
by a broker-dealer as principal and resale by that broker-dealer
for its
account pursuant to this
prospectus;
|
3. |
ordinary
brokerage transactions in which the broker solicits
purchasers;
|
4. |
through
options, swaps or derivatives;
|
5. |
in
transactions to cover short sales;
|
6. |
privately
negotiated transactions; or
|
7. |
in
a combination of any of the above
methods.
|
1. |
may
not engage in any stabilization activities in connection with our
common
stock;
|
2. |
may
not cover short sales by purchasing shares while the distribution
is
taking place; and
|
3. |
may
not bid for or purchase any of our securities or attempt to induce
any
person to purchase any of our securities other than as permitted
under the
Exchange Act.
|
(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;
|
(m) |
The
Company's current report on Form 8-K, as filed with the Commission
on May
10, 2007;
|
(n) | The Company's current report on Form 8-K, as filed with the Commission on May 11, 2007, |
(o) |
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
|
(p) |
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.
|
Exhibit
No.
|
|
Description
|
4.1
|
|
Employment
Agreement effective September 14, 2006 with Mr. Anthony Cataldo
(1)
|
4.2
|
Second
Amendment effective September 14, 2006 to Employment Agreement with
Mr.
Shawn Lewis (1)
|
|
4.3 | Employment Agreement effective May 17, 2006 with Mr. Robert Staats (2) | |
4.4
|
Amendment
to Employment Agreement Between VoIP, Inc. and Robert Staats, dated
May 4,
2007
|
|
4.5
|
Amendment
to Employment Agreement Between VoIP, Inc. and Anthony Cataldo, dated
May
4, 2007
|
|
4.6
|
Third
Amendment to Employment Agreement Between VoIP, Inc. and Shawn Lewis,
dated May 4, 2007
|
|
4.7
|
|
Consulting
Agreement with Yenny Herman
|
4.8
|
Consulting
Agreement with Gary Post
|
|
4.9
|
|
VoIP,
Inc. 2006 Equity Incentive Plan (3)
|
4.10
|
VoIP,
Inc. Stock Grant Plan
|
|
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)
|
(1) |
Filed
as an exhibit to Form 10-Q filed November 17, 2006 and incorporated
herein
by reference.
|
(2) | Filed as an exhibit to Form 8-K filed May 25, 2006 and incorporated herein by reference. |
(3) |
Filed
with the Registrant’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 incorporated herein by reference.
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
(i)
|
To
include any prospectus required by of the Securities Act of
1933;
|
|
|
(ii)
|
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 pursuant
to
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
|
(iii)
|
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;
|
(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.
|
(3)
|
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.
|
(4)
|
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)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
(ii)
|
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;
|
(iii)
|
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)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
VoIP,
Inc
|
||
|
|
|
By: |
/s/
Anthony J. Cataldo
|
|
Anthony
J. Cataldo, Chairman and Chief Executive
Officer
|
Signature
|
|
Title
|
|
Date
|
/s/
Anthony J. Cataldo
|
|
Chairman
of the Board of
|
|
May
11, 2007
|
Anthony
Cataldo
|
|
Directors
and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/
Robert Staats
|
|
Chief
Accounting Officer
|
|
May
11, 2007
|
Robert
Staats
|
|
|
|
|
|
|
|
|
|
/s/
Gary Post
|
|
Director
|
|
May
11, 2007
|
Gary
Post
|
|
|
|
|
|
|
|
|
|
/s/
Nicholas A. Iannuzzi, Jr.
|
|
Director
|
|
May
11, 2007
|
Nicholas
A. Iannuzzi, Jr.
|
|
|
|
|
|
|
|
|
|
/s/
Stuart Kosh
|
|
Director
|
|
May
11, 2007
|
Stuart
Kosh
|
|
|
|
|
Exhibit
No.
|
|
Description
|
4.1
|
|
Employment
Agreement effective September 14, 2006 with Mr. Anthony Cataldo
(1)
|
4.2
|
Second
Amendment effective September 14, 2006 to Employment Agreement with
Mr.
Shawn Lewis (1)
|
|
4.3 | Employment Agreement effective May 17, 2006 with Mr. Robert Staats (2) | |
4.4
|
Amendment
to Employment Agreement Between VoIP, Inc. and Robert Staats, dated
May 4,
2007
|
|
4.5
|
Amendment
to Employment Agreement Between VoIP, Inc. and Anthony Cataldo, dated
May
4, 2007
|
|
4.6
|
Third
Amendment to Employment Agreement Between VoIP, Inc. and Shawn Lewis,
dated May 4, 2007
|
|
4.7
|
|
Consulting
Agreement with Yenny Herman
|
4.8
|
Consulting
Agreement with Gary Post
|
|
4.9
|
|
VoIP,
Inc. 2006 Equity Incentive Plan (3)
|
4.10
|
VoIP,
Inc. Stock Grant Plan
|
|
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)
|
(1) |
Filed
as an exhibit to Form 10-Q filed November 17,
2006.
|
(2) | Filed as an exhibit to Form 8-K filed May 25, 2006. |
(3) |
Filed
with the Registrant’s Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as filed with the Commission on
February
12, 2007.
|