UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
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(Mark one)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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OF 1934
For the transition period from _________ to ________
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Commission File Number: 000-28985
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VoIP, Inc.
(Exact name of small business issuer as specified in its charter)
Texas 75-2785941
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(State of incorporation) (IRS Employer ID Number)
12330 SW 53rd Street, Suite 712, Fort Lauderdale, FL 33330
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(Address of principal executive offices)
(954) 434-2000
(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 03, 2005: 26,578,132
Transitional Small Business Disclosure Format (check one): YES NO X
Registrant is an accelerated filer (check one): YES NO X
VoIP, Inc.
Form 10-QSB for the Quarter ended March 31, 2005
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Item 3 Controls and Procedures 11
Part II - Other Information
Item 1 Legal Proceedings 11
Item 2 Changes in Securities (to be completed) 11
Item 3 Defaults upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Signatures 13
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
VoIP Inc.
Consolidated Balance Sheets
March 31, 2005 and December 31, 2004
(Unaudited) (Audited)
Mar. 31, 2005 Dec. 31, 2004
------------- -------------
ASSETS
Current Assets:
Cash and cash equivalents $ 925,534 $ 1,141,205
Accounts receivable, net of allowance of
$98,197 and $136,795 respectively 1,234,173 818,071
Due from related parties 245,402 245,402
Inventory 965,181 187,451
Assets from discontinued operations 392,000 412,419
Other current assets 232,168 43,702
------------- -------------
Total Current Assets 3,994,458 2,848,250
Property and equipment, net 421,240 419,868
Intangibles 6,923,854 6,923,854
Other assets 80,816 23,580
------------- -------------
TOTAL ASSETS $ 11,420,368 $ 10,215,552
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 1,491,035 $ 1,224,974
Notes payable 1,209,334 760,000
Other current liabilities 65,196 123,140
------------- -------------
Total current liabilities 2,765,565 2,108,114
------------- -------------
Shareholders' equity:
Common stock - $0.001 par value
100,000,000 shares authorized
26,378,132 and 24,258,982 issued
and outstanding respectively 26,379 24,259
Additional paid-in capital 14,775,107 12,722,565
Accumulated deficit (6,146,683) (4,639,386)
------------- -------------
Total shareholders' equity 8,654,803 8,107,438
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,420,368 $ 10,215,552
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
3
VoIP Inc.
Consolidated Statements of Operations
For Three Months Ended March 31, 2005 and 2004
(Unaudited) (Unaudited)
Three Months Three Months
Ended Ended
March 31, 2005 March 31, 2004
-------------- --------------
Revenues $ 2,007,147 $ --
Cost of Sales 1,800,935 --
-------------- --------------
Gross Profit 206,212 --
Operating expenses
Compensation and related expenses 815,370 --
General and administrative expenses 898,139 22,324
-------------- --------------
Loss from operations (1,507,297) (22,324)
Provision for income taxes -- --
-------------- --------------
Net loss $ (1,507,297) $ (22,324)
============== ==============
Basic and diluted loss per share: $ (0.06) $ (0.01)
Weighted average number of shares outstanding 25,705,857 1,730,939
============== ==============
The accompanying notes are an integral part of these consolidated financial
statements.
4
VoIP Inc.
Consolidated Statements of Cash Flows
Three Months ended March 31, 2005 and 2004
(Unaudited) (Unaudited)
Three Months Three Months
Ended Ended
March 31, 2005 March 31, 2004
-------------- --------------
Cash flows from operating activities
Net loss $ (1,507,297) $ (22,324)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation 47,980 --
Common shares issued for services 28,325 --
Stock option plan 108,713 --
Common shares exchanged for warrants 239,500 --
Changes in operating assets and liabilities:
Accounts receivable (416,102) --
Assets from discontinued operations 20,419 --
Inventory (777,730) (233)
Other current assets (188,466) (3,750)
Accounts payable 266,061 10,308
Other current liabilities (57,944) --
-------------- --------------
Net cash used in operating activities (2,236,541) (15,999)
-------------- --------------
Cash flows from investing activities
Purchase of property and equipment (49,352) --
Purchase of other assets (57,236) --
-------------- --------------
Net cash used in investing activities (106,588) --
-------------- --------------
Cash flows from financing activities
Proceeds from issuance of notes payable 1,040,000 --
Payments on notes payables (590,667) --
Proceeds from sales of common stock 1,678,125 12,500
-------------- --------------
Net cash provided by financing activities 2,127,458 12,500
Change in cash and cash equivalents (215,671) (3,499)
Cash and cash equivalents at beginning of period 1,141,205 3,499
-------------- --------------
Cash and cash equivalents at end of period $ 925,534 $ --
============== ==============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 13,088 $ --
============== ==============
The accompanying notes are an integral part of these consolidated financial
statements.
5
VoIP, Inc.
Notes to Financial Statements
Note A - Organization and Description of Business
The Company was incorporated on August 3, 1998 under its original name of
Millennia Tea Masters, Inc. under the laws of the State of Texas.
On February 27, 2004 the Company entered into a stock purchase agreement that
provided for the sale of 12,500,000 shares of its common stock in exchange for
$12,500 and a commitment by the purchaser to contribute the assets of two
start-up companies in the telecommunications business, eGlobalphone, Inc. and
VOIP Solutions, Inc.
On April 13, 2004 the Company changed its name to VoIP, Inc. and began to
develop and manufacture innovative IP telephony customer premise equipment,
provide premium voice over the internet subscriber based telephony services and
state of the art long range WiFi technology solutions, for residential and
enterprise customers, including multimedia applications.
During December 2004 the Company decided to exit the tea import business in
order to focus its efforts and resources in the "Voice over Internet Protocol"
(VoIP) telecommunications industry. In connection with the decision the Company
sold its imported tea inventory and began to wind down its tea import
operations. The assets, liabilities, and results of operations of the imported
tea business has been classified as discontinued operations on the accompanying
consolidated financial statements.
The Company offers quality Voice over IP (VoIP) based solutions offering
residential and business customers more user friendly and affordable ways to
communicate. VoIP, Inc. also manufactures products and provides services to
Internet Service Providers, Telecommunication Service Providers and Cable
Operators in strategic countries around the world. VoIP, Inc., through its
subsidiaries, provides a comprehensive portfolio of IP multimedia-based
solutions ranging from subscriber based voice services, to SIP based
infrastructure design and deployment, to broadband customer premise equipment
design and implementation services, as well as engineering design, manufacturing
and distribution of wireless broadband technology.
The Company's operations consist of one segment.
Note B - Summary of Significant Accounting Policies
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, eGlobalphone, Inc., VoIP Solutions, Inc., DTNet
Technologies, Inc., and VoIP Americas, Inc. from their respective dates of
acquisition. All significant inter-company balances and transactions have been
eliminated in consolidation.
Unaudited Consolidated Interim Financial Statements
---------------------------------------------------
The accompanying consolidated financial statements for the three months ended
March 31, 2005 and 2004 are unaudited but, in the opinion of management, include
all necessary adjustments (consisting of normal, recurring in nature) for a fair
presentation of the financial position, results of operations and cash flow for
the interim periods presented. Interim results are not necessarily indicative of
results for a full year. Therefore, the results of operations for the three
months ended March 31, 2005 are not necessarily indicative of operating results
to be expected for a full year.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities; disclosure of contingent
assets and liabilities at the date of the financial statements; and the reported
amounts of revenues and expenses. Actual results could differ from those
estimates.
6
Cash and cash equivalents
-------------------------
For purposes of reporting cash flows, the Company considers all cash on hand, in
banks, including amounts in book overdraft positions, certificates of deposit
and other highly liquid debt instruments with a maturity of three months or less
at the date of purchase to be cash and cash equivalents. Cash overdraft
positions may occur from time to time due to the timing of making bank deposits
and releasing checks, in accordance with the Company's cash management policies.
Accounts Receivable
-------------------
Accounts receivable are stated at the amount management expects to collect from
outstanding balances. Management provides for probable uncollectible amounts
using the reserve method based on its assessment of the current status of the
individual receivables and after using reasonable collection efforts. As of
March 31, 2005 the balance of the allowance for uncollectible accounts amounted
to $98,197. There was an allowance of $136,795 as of December 31, 2004.
Inventory
---------
Inventory consists of finished goods and is valued at the lower of cost or
market using the first-in, first-out method.
Advertising expenses
--------------------
Advertising and marketing expenses are charged to operations as incurred.
Income Taxes
------------
Income taxes - The Company and its subsidiaries file consolidated federal and
state income tax returns. The Company has adopted Statement of Financial
Accounting Standards No. 109 in the accompanying consolidated financial
statements. The only temporary differences included therein are attributable to
differing methods of reflecting depreciation for financial statement and income
tax purposes.
Earnings (loss) per share
-------------------------
Basic earnings (loss) per share is computed by dividing the net income (loss)
for the period by the weighted-average number of shares of common stock
outstanding. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of issuance,
whichever is later. Common stock equivalents represent the dilutive effect of
the assumed exercise of the outstanding stock options and warrants, using the
treasury stock method.
Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
Revenue Recognition
-------------------
Revenue from product sales is recognized when persuasive evidence of an
arrangement exists, delivery to customer has occurred, the sales price is fixed
and determinable, and collectibility of the related receivable is probable. The
recognition of revenues from Internet telephony services are deferred for new
subscribers of eGlobalphone and VoIP Solutions until it deems that the customer
has accepted the service. Subsequent revenues are recognized at the beginning of
each customer's month.
Property, plant, and equipment
------------------------------
Property, plant, and equipment are stated at cost. Depreciation is provided over
the estimated useful lives of the related assets using the straight line method.
The useful life of assets ranges from three to five years. The leasehold
improvements are amortized over the life of the related lease.
Business combinations
---------------------
The Company accounts for business combinations in accordance with Statement of
Financial Accounting Standard No. 141 Business Combinations ("SFAS No. 141").
SFAS No. 141 requires that the purchase method of accounting be used for all
business combinations. SFAS No. 141 requires that goodwill and intangible assets
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with indefinite useful lives no longer be amortized, but instead be tested for
impairment at least annually by comparing carrying value to the respective fair
value in accordance with the provisions of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). This
pronouncement also requires that the intangible assets with estimated useful
lives be amortized over their respective estimated useful lives.
Impairment of long-lived assets
-------------------------------
VoIP, Inc. reviews the recoverability of its long-lived assets, such as plant,
equipment and intangibles when events or changes in circumstances occur that
indicate that the carrying value of the asset group may not be recoverable. The
assessment of possible impairment is based on the Company's ability to recover
the carrying value of the asset or asset group from the expected future pre-tax
cash flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of such asset,
an impairment loss is recognized for the difference between estimated fair value
and carrying value. The measurement of impairment requires management to
estimate future cash flows and the fair value of long-lived assets.
Note C - Intangibles
As of March 31, 2004 intangibles consist of the following:
Goodwill - acquisition of DTNet Technologies, Inc. $5,210,553
Goodwill - acquisition of Voipamericas, Inc. 1,408,301
Intellectual property 305,000
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Total $6,923,854
==========
The goodwill on the acquisition of DTNet Technologies, Inc. (DTNet) represents
the fair market value of DTNet liabilities as of the date of the acquisition
plus $4,750,000 which represents the market value of 2,500,000 shares of Company
stock issued pursuant to its acquisition.
The goodwill on the acquisition of Voipamericas represents the fair market value
of Voipamericas liabilities as of the date of the acquisition plus $1,100,000
which represents the market value of 1,000,000 shares of the Company's stock
pursuant to this acquisition.
Intellectual property is carried at cost which is comprised of $200,000 paid in
cash and the value assigned to 100,000 Company common shares and 400,000
warrants issued pursuant to this transaction. The valuation of the shares was
$1.05 while the value was $105,000. The value of the warrants was determined
using the Black-Scholes model calculated as of October 14, 2004. This model uses
the annualized deviation calculation and utilized industry averages as a
comparison for adequate statistical results in the valuation. This is a standard
financial model that considers the statistical annual volatility of the market
changes in a stock price.
Intellectual property consists of the following:
a) all rights of the Company of Record in the telephone numbers
1(800)TALKTIME, 1(888)TALKTIME, AND 1(877)TALKTIME.COM
b) all rights to the URL's (domain names) 800TALKTIME.COM, 1800TALKTIME.COM,
and 1-800-TALKTIME.COM
c) all rights to U.S. Trademark Registration No. 2,209,316 directed to the
mark 1-800-TALKTIME and the goodwill associated therewith.
Note D - Exchange of Warrants for Shares
In February, 2005 an executive of the Company and the Company agreed to exchange
his 2,200,000 warrants for 750,000 restricted shares of the Company. This
created additional compensation of $239,500, shown in the compensation and
related expenses in the consolidated statement of operations, which is the
difference between the market price on the date of exchange and the value on the
date of the issuance of the warrants.
Note E - Stock Option Plan
On January 26, 2005, the Company filed Form S-8 registration statement in
connection with the Company's Stock Option Plan. The plan provides for the grant
to eligible employees, consultants, and directors of options for the purchase of
8
Common Stock. The Option Plan covers, in the aggregate, a maximum of 4,000,000
shares of Common Stock and provides for the granting of both incentive stock
options (as defined in Section 422 of the Internal Revenue Code of 1986) and
nonqualified stock options (options which do not meet the requirements of
Section 422). Under the Option Plan, the exercise price may not be less than the
fair market value of the Common Stock on the date of the grant of the option.
The vested options as of March 31, 2005 amounting to $108,713, are shown under
the compensation and related expenses on the Consolidated Statement of
Operation.
Note F - Notes Payable
In December 2004 the Company issued a note payable to a shareholder in the
amount of $560,000 at an interest rate of 3.75% with a maturity date of December
2005. Additionally, on January 6, 2005, the Company issued another note payable
amounting to $1,040,000 to the same shareholder under the same terms and
conditions as the previous one.
As of March 31, 2005 the balance for notes payable was $ 1,209,334.
Note G - Subsequent Events
On May 16, 2005, The Company announced that it has advanced $475,000 dollars and
had signed a letter of intent to acquire Caerus, Inc. which includes all
wholly-owned subsidiaries; Volo Communications, Inc., Caerus Networks Inc, and
Caerus Billing, Inc.
Under the purposed purchase terms, VoIP, Inc. will acquire 100% of the stock and
assets of Caerus, Inc in exchange for the issuance of 15 million common shares
of VoIP, Inc.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations
For the quarters ended March 31, 2005 and 2004 the company had revenues of
$2,007,146 and $0 respectively.
The significant increase in revenues was primarily driven by the fully owned
subsidiaries of and DTNet and VoIP Americas. DTNet's increase was driven by
continued growth in ADSL and cable components, while VoIP Americas revenue
growth was driven the International/Domestic wholesale terminations and
International long-distance wholesale.
In June 2004 the company acquired DTNet Technologies, Inc. and in September 2004
it acquired VoIP Americas. DTNet provides customer premises equipment to cable
and DSL Internet providers throughout North America. VoIP Americas provides
International and domestic wholesale terminations, as well as a turn key
solution for Virtual Service providers via the internet. Management believes
that these acquisitions complement the company's strategy to deliver Voice over
Internet Protocol over a wireless local loop and deliver service provider
solutions to cable operators and small to medium size carriers and Virtual
Service Providers (VSP's). DTNet has the distribution channels for the end users
and VoIP Americas has the market know how, systems, and turn key solutions for
today's sophisticated end users.
The cost of sales consists primarily of purchases, assembly and testing of
customer premise equipment performed by third party vendors. Additionally, it
includes the direct costs associated with the origination and termination of
International/Domestic wholesale minutes.
The gross profit amount of approximately $206,000 represents a gross margin of
10%. The Company anticipates that the gross profit margin percentage will
improve with additional growth in revenue. The company is attaining discounts
form its suppliers based on the volumes. The company believes that these
discounts will continue to improve as our sales strategy is deployed through out
our different product lines.
9
Operating expenses consist primarily of salaries and related personnel costs,
general corporate functions including finance, human resources, facilities,
legal and professional fees, insurance and general corporate overhead costs.
General and administrative expenses were approximately $898 thousand for the
quarter ended March 31, 2005, as compared to approximately $22 thousand for the
quarter ended March 31, 2004. Increases in headcount and the resulting personnel
expenses, as well as other general and administrative expenses directly
attributable to the Company's new line of business, VoIP telephony services,
were major factors contributing to the approximately $876 thousand increase in
total general and administrative expenses. Other expense categories which
increased as compared to 2004, include the result of the Company's entrance into
the VoIP business, include, legal fees, other professional fees, and facilities,
and equipment costs.
Net losses for the respective quarters ended March 31, 2005 and 2004 were
approximately $1,507,000 and $22,000 respectively. Net loss per share was
approximately $0.06 and $0.01 respectively. This included a one time event in
the exchange of company shares for warrants issued to an executive. The market
value of the shares amounting to $239,500 as of the transaction date was
recognized as compensation expense in the consolidated statement of operation.
Additionally, there is an increase of $789,937 in operating costs attributable
basically to start up of operations.
(3) Liquidity and Capital Resources
As of March 31, 2005, we had cash and cash equivalents approximating $925,534
compared to $1,141,205 at December 31, 2004. We currently have one borrowing
arrangement with a balance of $ 1.2 million as of March 31, 2005, with notes
payable to a shareholder. Cash used in operating activities of $2.2 million in
first quarter 2005, was primarily attributable to the net loss of $1.5 million,
which includes $239,000 as a non cash item related to the valuation of the
common stocks exchanged for warrants during the period. Additionally, includes
$108,000 as non cash items for the valuation of the Company Stock Option Plan
vested as of March 31, 2005. Cash provided by financing activities in first
quarter 2005 consisted primarily of $1.7 million of proceeds resulting from the
sale of common stock to investors in private placement transactions during the
whole first quarter 2005 and proceeds from issuance of note payable of $1.0
million.
Liquidity for the period from inception through March 31, 2005 has been mainly
provided by sales of common stock through private placements and borrowing from
affiliates. Management has taken actions directly related to the generation of
product sales during first quarter 2005, showing revenues for $2.0 million on
first quarter 2005.
The Company anticipates that all working capital requirements for 2005 will be
satisfied from the operation of the acquired business and the sales of
additional securities through private placements.
Payments Due by Period
The following table illustrates our outstanding debts and the terms of that debt
as of December31, 2004:
More
than
Less than 1-3 3-5 5
Contractual Obligations Total 1 Year Years Years Years
---------- ---------- ---------- ---------- ----------
Long-Term Debt $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Notes Payable to shareholder $1,209,334 $1,209,334 $ 0.00 $ 0.00 $ 0.00
Operating Leases $ 35,572 $ 35,572 $ 0.00 $ 0.00 $ 0.00
Purchase Obligations $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
---------- ---------- ---------- ---------- ----------
Total $1,244,906 $1,244,906 $ 0.00 $ 0.00 $ 0.00
========== ========== ========== ========== ==========
Market Risk
We own market investment securities issued by various securities issuers.
The issuers of these products retain all interest rate and default risk.
10
Plan of Operations
The Company has incurred losses since its inception and, as of March 31, 2005,
has an accumulated deficit of approximately $6,100,000. We have not achieved
profitability on an annual or quarterly basis and may incur additional net
losses in future quarters and years. The growth in revenues has been consistent
and Management expects to be in a break even position by the end of 2005.
The revenue growth will be achieved by acquisitions and the launch of new
products and services developed by the Company. The Company has had discussions
with various financing sources to obtain any capital that may be needed to
finance acquisitions in order to generate sufficient revenues to attain
profitability.
The Company does not expect material research and development expenses during
the year or any expected purchase of substantial equipment.
The Company currently has 36 employees and it does not expect a significant
change in the number of employees unless acquisitions are completed.
The Company is constantly exploring acquisitions, and any material acquisition
could have a substantial impact to these plans.
Item 3. Controls and Procedures
Within the 90 days prior to the filing date of this report, the Company
performed an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's President and Chief Financial Officer. Based upon that evaluation,
they concluded that the Company's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to satisfy
the Company's disclosure obligations under the Exchange Act. The two executive
officers responsible for the financial reporting and disclosure are also in
control of the books and records of the Company and are involved first hand in
the decision making process of material transactions.
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Company is involved from time to time in legal proceedings and
litigation incidental to the conduct of its business. No pending legal
proceeding is deemed by the Company to pose the risk of any material adverse
effect.
Item 2 - Changes in Securities
The following unregistered securities have been issued during the first
quarter of 2005:
Effective January 2005, registrant issued 187,500 shares of common stock
for cash of $328,125.
Effective January 2005, registrant issued 312,500 shares of common stock
for cash of $375,000.
Effective February 2005, registrant issued 812,500 shares of common stock
for cash of $975,000.
Effective February 2005, registrant issued 750,000 shares of common stock
for exchanging warrants issued in August 2004.
Effective March 2005, registrant issued 56,650 shares of common stock for
services provided to the company.
All such shares were issued pursuant to exemptions provided by Section 4(2)
of the Securities Act of 1933 and Regulation D.
11
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits
(a) Exhibits
No. Description
31.1 Certification by CEO pursuant to 18 USC Section 1350 as adopted by
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by CFO pursuant to 18 USC Section 1350 as adopted by
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by CEO pursuant to 18 USC Section 1350 as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by CFO pursuant to 18 USC Section 1350 as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VoIP, INC.
May 16, 2005 /s/ Steven Ivester
---------------------------------
Steven Ivester
President and CEO
/s/ Osvaldo Pitters
---------------------------------
Osvaldo Pitters
Chief Financial Officer
13