(2)	Represents shares of the Company’s common stock to be issued to Mark L. Baum, Esq., and James B. Panther II (the “Consultants”) pursuant to consulting contracts between the Company and the Consultants.

 

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PART I

 

INCORPORATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this registration statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan as required by Rule 428(b)(1) under the Securities Act of 1933. Such documents are not being filed with the Commission 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 hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.

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, 151 So. Wymore Road, Suite 3000, Altamonte Springs, Florida 32714 (407) 389-3232.

 

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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-K for the fiscal year ended December 31, 2006 filed pursuant to Section 13 of the Exchange Act on April 2, 2007;
	(b)	The Company's current report on Form 8-K, as filed with the Commission on January 9, 2007;

(c)

The Company's current report on Form 8-K, as filed with the Commission on January 10, 2007;

(d)

The Company's current report on Form 8-K, as filed with the Commission on January 11, 2007;

(e)

The Company's current report on Form 8-K, as filed with the Commission on January 29, 2007;

(f)

The Company's current report on Form 8-K, as filed with the Commission on February 1, 2007;

(g)

The Company's current reports on Form 8-K, as filed with the Commission on February 2, 2007;

(h)

The Company's current reports on Form 8-K, as filed with the Commission on February 23, 2007;

(i)

The Company's current report on Form 8-K, as filed with the Commission on March 13, 2007;

(j)

The Company's current report on Form 8-K, as filed with the Commission on March 19, 2007;

(k)

The Company's current report on Form 8-K, as filed with the Commission on March 29, 2007;

(l)

The Company's current report on Form 8-K, as filed with the Commission on April 12, 2007;

(m)

The Company's current report on Form 8-K, as filed with the Commission on April 30, 2007;

(n)

The Company's current report on Form 8-K, as filed with the Commission on May 10, 2007;

(o)

The Company's current report on Form 8-K, as filed with the Commission on May 11, 2007;

(p)

The Company's quarterly report on Form 10-Q, as filed with the Commission on May 15, 2007;

(q)

The Company's current report on Form 8-K, as filed with the Commission on May 15, 2007;

 

	(r)	The Company's current report on Form 8-K, as filed with the Commission on May 18, 2007;
	(s)	The Company's current report on Form 8-K/A, as filed with the Commission on May 22, 2007;
	(t)	The Company's Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed with the Commission on February 12, 2007; and
	(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.

 

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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.

You may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no cost, by writing or telephoning us at the following address:

Robert Staats

Chief Accounting Officer

151 So. Wymore Road, Suite 3000

Altamonte Springs, FL 32714

Telephone Number: (407) 389-3232

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

No expert or counsel named in this Registration Statement as having prepared or certified any part of this Registration Statement or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Registrant, nor was any such person connected with the Registrant as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

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.

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.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) that may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company 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.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

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Item 8. Exhibits

 

Exhibit No.		Description
4.1		Advisory Services Agreement with Mark L. Baum, Esq.
4.2		First Amended Advisory Services Agreement with Mark L. Baum, Esq.
4.3		Second Amended Advisory Services Agreement with Mark L. Baum, Esq.
4.4		Advisory Services Agreement with James B. Panther II
4.5		First Amended Advisory Services Agreement with James B. Panther II
4.6		Second Amended Advisory Services Agreement with James B. Panther II
5.1		Opinion of Sichenzia Ross Friedman Ference LLP
23.1		Consent of Berkovits, Lago & Company, LLP, Certified Public Accountants
23.2		Consent of Moore Stephens Lovelace, P.A., Certified Public Accountants
23.3		Consent of Sichenzia Ross Friedman Ference LLP (filed as part of Exhibit 5.1)
24.1		Power of Attorney (see signature page)

 

Item 9. Undertakings

(a) 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 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;

 

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.

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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 Springs, State of Florida on May 25, 2007.

	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		May 25, 2007
Anthony Cataldo		Directors and Chief Executive Officer
/s/ Robert Staats		Chief Accounting Officer		May 25, 2007
Robert Staats
/s/ Gary Post		Director		May 25, 2007
Gary Post
/s/ Nicholas A. Iannuzzi, Jr.		Director		May 25, 2007
Nicholas A. Iannuzzi, Jr.
/s/ Stuart Kosh		Director		May 25, 2007
Stuart Kosh

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INDEX TO EXHIBITS

Exhibit No.		Description
4.1		Advisory Services Agreement with Mark L. Baum, Esq.
4.2		First Amended Advisory Services Agreement with Mark L. Baum, Esq.
4.3		Second Amended Advisory Services Agreement with Mark L. Baum, Esq.
4.4		Advisory Services Agreement with James B. Panther II
4.5		First Amended Advisory Services Agreement with James B. Panther II
4.6		Second Amended Advisory Services Agreement with James B. Panther II
5.1		Opinion of Sichenzia Ross Friedman Ference LLP
23.1		Consent of Berkovits, Lago & Company, LLP, Certified Public Accountants
23.2		Consent of Moore Stephens Lovelace, P.A., Certified Public Accountants
23.3		Consent of Sichenzia Ross Friedman Ference LLP (filed as part of Exhibit 5.1)
24.1		Power of Attorney (see signature page)

 

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