Edgar Filing: VOIP INC

As filed with the Securities and Exchange Commission on December 1, 2006

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)

Texas	75-2785941
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer identification No.)

151 So. Wymore Rd., Suite 3000

Altamonte Springs, Florida 32714

(Address of principal executive offices)

Irawan Onggara Consulting Agreement

Piter Korompis Consulting Agreement

(Full title of plans)

Anthony J. Cataldo

Chief Executive Officer,

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)

CALCULATION OF REGISTRATION FEE

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)		2,000,000		$0.39		$780,000		$83.46

(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 closing bid and ask prices of the Company’s common stock on the Over-the-Counter Bulletin Board on November 30, 2006.

PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees and directors as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by VoIP, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:

(a) The Company’s annual report on Form 10-KSB for the fiscal year ended December 31, 2005 filed pursuant to Section 13 of the Exchange Act on April 17, 2006 and the amendments to such Form 10-KSB filed with the Commission on June 6, 2006 and October 27, 2006;

(b) The Company’s current report on Form 8-K, as filed with the Commission on April 25, 2006;

(c) The Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2006 as filed with the Commission on May 18, 2006;

(d) The Company’s current report on Form 8-K, as filed with the Commission May 25, 2006;

(e) The Company’s current report on Form 8-K, as filed with the Commission June 13, 2006;

(f) The Company’s current report on Form 8-K, as filed with the Commission June 21, 2006;

(g) The Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2006 as filed with the Commission on August 16, 2006 and the amendment to such Form 10-Q as filed with the Commission on November 3, 2006;

(h) The Company’s current report on Form 8-K, as filed with the Commission September 11, 2006;

(i) The Company’s current report on Form 8-K, as filed with the Commission on September 12, 2006;

(j) The Company’s current report on Form 8-K, as filed with the Commission on September 18, 2006;

(k) The Company’s current report on Form 8-K, as filed with the Commission on September 22, 2006;

(l) The Company’s current report on Form 8-K, as filed with the Commission on September 22, 2006;

(m) The Company’s current report on Form 8-K, as filed with the Commission on September 22, 2006;

(n) The Company’s current report on Form 8-K, as filed with the Commission on September 29, 2006;

(o) The Company’s current report on Form 8-K, as filed with the Commission on October 5, 2006;

(p) The Company’s current report on Form 8-K as filed with the Commission on October 16, 2006;

(q) The Company’s current report on Form 8-K as filed with the Commission on October 20, 2006;

(r) The Company’s current report on Form 8-K as filed with the Commission on November 3, 2006;

(s) The Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2006 as filed with the Commission on November 17, 2006;

(t) The Company's current report on Form 8-K as filed with the Commission on December 1, 2006; and

(u) 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.

All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of 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 herein and to be a part of this registration statement from the date of the filing of such reports and documents.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Company's Articles of Incorporation provide that no director of the Company will be personally liable to the Company or any of its 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 apply.

The Company's Articles of Incorporation and Bylaws contain provisions authorizing it to indemnify its officers and directors to the fullest extent permitted by the Securities Act.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit NO.		Description
4.1		Form of Consulting Agreement with Irawan Onggara
4.2		Form of Consulting Agreement with Piter Korompis
5.1		Opinion of Baratta, Baratta & Aidala, 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 Baratta, Baratta & Aidala (filed as part of Exhibit 5.1)
24.1		Power of Attorney (see signature page)

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 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.

(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) and (1)(ii) of this section do not apply 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.

(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.

The undersigned registrant hereby undertakes 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 section 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.

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 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.

SIGNATURES

Pursuant to 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 a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Altamonte, State of Florida on December 1, 2006.


	VoIP, Inc

	By	/s/ Anthony J. Cataldo
		Anthony J. Cataldo, Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony J. Cataldo, as his attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Anthony Cataldo	Chairman of the Board of	December 1, 2006
Anthony Cataldo	Directors and Chief Executive Officer

/s/ Robert Staats	Chief Accounting Officer	December 1, 2006
Robert Staats

/s/ Gary Post	Director	December 1, 2006
Gary Post

/s/ Stewart Kosh	Director	December 1, 2006
Stewart Kosh

INDEX TO EXHIBITS

Exhibit NO.		Description
4.1		Irawan Onggara Consulting Agreement
4.2		Piter Korompis Consulting Agreement
5.1		Opinion of Baratta, Baratta & Aidala, 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 Baratta, Baratta & Aidala (filed as part of Exhibit 5.1)
24.1		Power of Attorney (see signature page)