Reg.
No.
333-_________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
___________________________________
VOIP
INC.
(Exact
name of registrant as specified in its charter)
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Texas
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75-2785941
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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identification
No.)
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151
So. Wymore Rd., Suite 3000, Altamonte Springs, Florida
32714
(Address
of principal executive offices)
(Zip
Code)
________________________________________________
COMPENSATION
AGREEMENT
(Full
title of plan)
________________________________
Anthony
Cataldo, Chief Executive Officer
VoIP,
Inc.
151
So. Wymore Rd., Suite 3000
Altamonte
Springs, Florida 32714
(Name
and
address of agent for service)
(407)
389-3232
(Telephone
number, including area code, of agent for service)
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CALCULATION
OF REGISTRATION
FEE
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Title
of securities to
be registered
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Amount
to be
Registered
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Proposed
maximum
offering
price
per
share*
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Proposed
maximum
Aggregate
offering
Price
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Amount
of
Registration
fee
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Common
Stock ($.001
par value)
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552,000
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$
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0.39
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$
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552,000.39
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$
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59.06
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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, based upon the average of the high
and
low selling prices per share of Common Stock of VoIP, Inc. on October
26,
2006
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PART
I
ITEM
1. PLAN INFORMATION.
The
documents containing the information specified in Item 1 will be sent or given
to the participant as specified by Rule 428(b)(1) of the Securities Act of
1933,
as amended (the "Securities Act"). Such documents are not required to be and
are
not filed with the Securities and Exchange Commission (the "SEC") either as
part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements
of
Section 10(a) of the Securities Act.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Anthony
Cataldo, VoIP, Inc., Chief Executive Officer, Altamonte Springs, Florida 32714
(407) 389-3232.
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
Registrant hereby incorporates by reference into this Registration Statement
the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date
of filing of such documents:
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Reference
is made to the Registrant's annual report on Form 10-KSB for the
year
ended December 31, 2005, as filed with the SEC on April 17, 2006,
and to
the amendments to such Form 10-KSB which were filed with the SEC
on June
6, 2006 and October 27, 2006, respectively, and which are hereby
incorporated by reference.
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Reference
is made to the Registrant’s current report on Form 8-K, as filed with the
SEC on April 25, 2006;
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Reference
is made to the Registrant's quarterly report on Form 10-Q for the
period
ended March 31, 2006, as filed with the SEC on May 18, 2006, which
is
hereby incorporated by reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on May 25, 2006 which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on June 13, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on June 21, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrants quarterly report on Form 10-Q for the
period
ended June 30, 2006, as filed with the SEC on August 16, 2006, which
is
incorporated by reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on September 11, 2006, which is hereby incorporated by reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on September 12, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on September 18, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on September 22, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on September 22, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on September 22, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on September 29, 2006, which is hereby incorporated by reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on October 5, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on October 16, 2006, which is hereby incorporated by
reference.
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Reference
is made to the Registrant's current report on Form 8-K, as filed
with the
SEC on October 20, 2006, which is hereby incorporated by
reference.
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ITEM
4. DESCRIPTION OF SECURITIES.
Not
Applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The
validity of the shares of common stock offered hereby will be passed upon for
the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of Americas,
21st Fl., New York, NY 10018. Marc Ross, a member of Sichenzia Ross Friedman
Ference LLP, will receive 552,000 shares of common stock under this registration
statement to be issued as compensation for legal services to be performed on
behalf of the Registrant.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our
Articles of Incorporation provide that our directors will not be personally
liable to us or any of our shareholders for monetary damages arising from the
director's breach of fiduciary duty as a director, with certain limited
exceptions.
Pursuant
to the Texas Business Corporation Act (the "Act"), every Texas corporation
has
the power to indemnify any person who was or is a party or is threatened to
be
made a party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or is or was serving in such a capacity at the request of the
corporation for another corporation, partnership, joint venture, trust or other
enterprise, against any and all expenses, judgments, fines and amounts paid
in
settlement and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies only if such person acted in good
faith and in a manner such person reasonably believed to be in the best
interests, or not opposed to the best interests, of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
The
power
to indemnify applies to actions brought by or in the right of the corporation
as
well, but only to the extent of defense and settlement expenses and not to
any
satisfaction of a judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in
the
event of any adjudication of negligence or misconduct unless the court, in
its
discretion, believes that in light of all the circumstances indemnification
should
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
"Act" or "Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
Applicable.
ITEM
8. EXHIBITS.
EXHIBIT
DESCRIPTION
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5.1 |
Opinion
of Sichenzia Ross Friedman Ference
LLP
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10.1 |
Compensation
Agreement
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23.1 |
Consent
of Sichenzia Ross Friedman Ference LLP is included in Exhibit
5.1
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23.2 |
Consent
of Berkovits, Lago & Company, LLP, Certified Public Accountants
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23.3 |
Consent
of Moore, Stephens, Lovelace, LLP, Certified Public Accountants
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ITEM
9. UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
(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 Section 10(a)(3) 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 Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the
effective registration statement;(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;
Provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the
Registration Statement is on Form S-3 and if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant
to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in
a
form of prospectus filed pursuant to Rule 424(b) that is part of 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 purposes of determining any liability under the Securities Act of 1933,
each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(5)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(A)
Each
prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be deemed to
be
the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective
date.
(6)
That,
for the purpose of determining liability of a Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities,
each
undersigned Registrant undertakes that in a primary offering of securities
of an
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 an 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
an
undersigned Registrant or used or referred to by an undersigned
Registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about an undersigned Registrant or its securities provided
by or on behalf of an undersigned Registrant; and
(iv)
Any
other communication that is an offer in the offering made by an undersigned
Registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the registrant of expenses incurred or paid by a director, officer
or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and
will be governed by the final adjudication of such issue.
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and authorized this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the
City of Altamonte Springs, Florida on October 27, 2006.
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VOIP,
INC. |
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By: |
/s/ Anthony
Cataldo |
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Anthony
Cataldo, Chief Executive Officer |
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(Principal
Executive Officer) and Chairman of the
Board |
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By: |
/s/ Robert
Staats |
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Robert Staats, Chief Accounting Officer
(Principal Accounting
Officer)
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In
accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities stated.
| Signature |
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Title |
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Date |
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| /s/ |
Anthony Cataldo |
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Chairman and Chief Executive
Officer |
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October 27, 2006 |
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Anthony
Cataldo |
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(Principal Executive
Officer) |
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| /s/ |
Robert Staats |
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Chief Accounting Officer |
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October 27, 2006 |
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Robert
Staats |
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(Principal Accounting
Officer) |
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| /s/ |
Gary Post |
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Director |
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October 27, 2006 |
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Gary
Post
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| /s/ |
Nicholas A. Iannuzzi |
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Director |
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October 27, 2006 |
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Nicholas
A. Iannuzzi
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| /s/ |
Stewart Kosh |
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Director |
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October 27, 2006 |
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Stewart
Kosh
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