As filed with the Securities and Exchange Commission on December 29, 2004
Registration No. 333-121211
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. One
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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VoIP, Inc.
(Name of Small Business Issuer as Specified in its Charter)
Texas 3661 75-278/5941
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Classification Identification Number)
Incorporation or Organization) Code Number)
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12330 SW 53rd Street, Suite 712
Ft. Lauderdale, FL 33330
(954)434-2000
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
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Steven Ivester
President and Chief Executive Officer
VoIP, Inc.
12330 SW 53rd Street, Suite 712
Ft. Lauderdale, FL 33330
(954)434-2000
(Name, Address and Telephone Number of Agent for Service)
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Copies to:
Ronald L. Brown, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, TX 75201
(214) 659-4400
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.
Item 27. Exhibits
(b) Exhibits
(3) 2.1.1 Stock Contribution Agreement dated May 25, 2004,
between Registrant and Steven Ivester
(1) 3.1.1 Articles of Incorporation
(3) 3.1.2 Amendment to Articles of Incorporation
(3) 4.1 Specimen Stock Certificate
(8) 5.1 Opinion of Andrews Kurth LLP
(3) 10.1 2004 Stock Option Plan
(2) 10.2 Stock Purchase Agreement dated February 27, 2004
between Registrant and Steven Ivester
(4) 10.3 Stock Purchase Agreement dated June 25, 2004 among
Registrant, DTNet Technologies and Marc Moore
(5) 10.4 Stock Purchase Agreement among Carlos Rivas, Albert
Rodriguez, Registrant and Vox Consulting Group Inc.
(6) 10.5.1 Subscription Agreement
(6) 10.5.2 Form of Class A Warrant
(6) 10.5.3 Form of Class B Warrant
(7) 21.1 Subsidiaries of the Registrant
(7) 23.1 Consent of Tschopp, Whitaker and Orr
(8) 23.2 Consent of Andrews Kurth LLP, contained in Exhibit
5.1
(1) Filed as exhibits to Registrant's Form 10SB filed January 19, 2000
(2) Filed as exhibit to Form 8-K filed March 3, 2004
(3) Filed as exhibit to Form 8-K filed June 9, 2004
(4) Filed as exhibit to Form 8-K filed on July 7, 2001
(5) Filed as exhibit to Form 8-K filed on September 16, 2004
(6) Filed as exhibit to Form 8-K filed on November 17, 2004
(7) Filed as exhibit to original registration statement filing
(8) Filed herewith
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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Fort
Lauderdale, State of Florida, on December 29, 2004.
VoIP, INC.
By: /s/ Steven Ivester
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Steven Ivester, President and Chief
Executive Officer
In accordance with requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
SIGNATURE TITLE DATE
/s/ Steven Ivester Chairman, Chief Executive Officer, December 29, 2004
--------------------- Director, and President
Steven Ivester (Principal executive officer)
/s/ Osvaldo Pitters Chief Financial Officer December 29, 2004
--------------------- (Principal financial and
Osvaldo Pitters accounting officer)