SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
VoIP, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
60037J 10 9
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(CUSIP Number)
Steven Ivester
1058 Waterside Circle
Weston, FL 33327
(866) 317-8647
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 16, 2005
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 9 Pages
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Ivester
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) |_|
(b) |_|
------------------- ------------------------------------------------------------
SEC USE ONLY
3
------------------- ------------------------------------------------------------
SOURCE OF FUNDS
4 PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7 6,113,510
Number of
Shares --------- -------------------------------
Beneficially
Owned by SHARED VOTING POWER
Each 8 -0-
Reporting --------- -------------------------------
Person
With SOLE DISPOSITIVE POWER
9 6,113,510
--------- -------------------------------
SHARED DISPOSITIVE POWER
10 -0-
-------------------------------------- --------- -------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11
6,113,510
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.25%
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14 TYPE OF REPORTING PERSON
IN
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Page 3 of 9 Pages
This Amendment No. 2 to Schedule 13D amends and restates certain Items of
the Schedule 13D, as filed and as previously amended, with respect to the
beneficial equity ownership of shares of Common Stock, $.001 par value per
share, of VoIP, Inc. (the "Company" or the "Issuer"), by Steven Ivester (the
"Reporting Person"). The Schedule 13D was originally filed with the Securities
and Exchange Commission (the "SEC") by the Reporting Person on March 2, 2004.
Unless set forth below, all previous Items are unchanged. Capitalized terms used
herein which are not defined herein have the meanings given to them in the
Schedule 13D, as amended, previously filed with the SEC.
ITEM 1. SECURITY AND ISSUER.
The Company's address is 12330 S.W. 53rd Street, Fort Lauderdale, Florida
33330.
ITEM 2. IDENTITY AND BACKGROUND.
The Reporting Person's present principal occupation is that of consultant
to the Company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Item 5, below, the Reporting Person utilized his own
personal funds in acquiring shares of Common Stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety:
As of the date of this filing, the Reporting Person holds his shares of
Common Stock in the Issuer principally for investment purposes. Currently, the
Reporting Person intends to review his investment in the Common Stock of the
Issuer from time to time and, depending upon circumstances then existing,
including, without limitation, the Reporting Person's evaluation of the Issuer's
securities, business, assets and operations, other investment opportunities,
general economic and market conditions, legal and regulatory constraints, and
other factors, the Reporting Person may from time to time acquire additional
shares of the Issuer's Common Stock or dispose of all or a portion of his shares
of the Issuer's Common Stock, in the open market, through privately negotiated
transactions or otherwise, and may determine to take such other actions with
respect to such Common Stock or the Issuer as he may deem advisable. Other than
as described above, the Reporting Person, as of the date of this filing, has no
plans or proposals that relate to or would result in the occurrence of any one
or more actions referenced in Item 4 of Regulation ss. 240.13d-101 promulgated
under the Securities Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
As of November 16, 2005, the Reporting Person may be deemed to
beneficially own an aggregate 6,113,510 shares of the Issuer's Common Stock, or
approximately 10.25% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 59,650,842 shares of Common Stock
outstanding), of which an aggregate 88,510 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
As of October 13, 2005, the Reporting Person may be deemed to beneficially
own an aggregate 8,363,510 shares of the Issuer's Common Stock, or approximately
14.78% of the total number of shares of the Issuer's Common Stock outstanding
(based upon an aggregate 56,588,004 shares of Common Stock outstanding), of
which an aggregate 88,510 shares of the Issuer's Common Stock were held of
record by a nominee for the Reporting Person. The Reporting Person may be deemed
to have sole voting and dispositive power with respect to all of such shares of
Common Stock.
Page 4 of 9 Pages
As of September 23, 2005, the Reporting Person may be deemed to
beneficially own an aggregate 9,363,510 shares of the Issuer's Common Stock, or
approximately 16.5% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 56,588,004 shares of Common Stock
outstanding), of which an aggregate 88,510 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
As of May 26, 2005, the Reporting Person may be deemed to beneficially own
an aggregate 10,013,510 shares of the Issuer's Common Stock, or approximately
37.68% of the total number of shares of the Issuer's Common Stock outstanding
(based upon an aggregate 26,578,132 shares of Common Stock outstanding), of
which an aggregate 88,510 shares of the Issuer's Common Stock were held of
record by a nominee for the Reporting Person. The Reporting Person may be deemed
to have sole voting and dispositive power with respect to all of such shares of
Common Stock.
As of March 22, 2005, the Reporting Person may be deemed to beneficially
own an aggregate 11,713,510 shares of the Issuer's Common Stock, or
approximately 44.41% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 26,378,132 shares of Common Stock
outstanding), of which an aggregate 88,510 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
As of February 28, 2005, the Reporting Person may be deemed to
beneficially own an aggregate 11,771,410 shares of the Issuer's Common Stock, or
approximately 47.99% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 24,258,982 shares of Common Stock
outstanding), of which an aggregate 146,410 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
As of December 7, 2004, the Reporting Person may be deemed to beneficially
own an aggregate 11,812,524 shares of the Issuer's Common Stock, or
approximately 48.69% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 24,258,982 shares of Common Stock
outstanding), of which an aggregate 187,524 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
As of November 22, 2004, the Reporting Person may be deemed to
beneficially own an aggregate 12,687,504 shares of the Issuer's Common Stock, or
approximately 54.57% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 23,251,482 shares of Common Stock
outstanding), of which an aggregate 187,504 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
As of October 26, 2004, the Reporting Person may be deemed to beneficially
own an aggregate 12,687,524 shares of the Issuer's Common Stock, or
approximately 60.82% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 20,859,434 shares of Common Stock
outstanding), of which an aggregate 187,524 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
As of August 30, 2004, the Reporting Person may be deemed to beneficially
own an aggregate 12,704,700 shares of the Issuer's Common Stock, or
approximately 68.86% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 18,448,966 shares of Common Stock
outstanding), of which an aggregate 204,700 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
Page 5 of 9 Pages
As of April 1, 2004, the Reporting Person may be deemed to beneficially
own an aggregate 14,230,939 shares of the Issuer's Common Stock, or
approximately 89.2% of the total number of shares of the Issuer's Common Stock
outstanding (based upon an aggregate 14,230,939 shares of Common Stock
outstanding), of which an aggregate 198,000 shares of the Issuer's Common Stock
were held of record by a nominee for the Reporting Person. The Reporting Person
may be deemed to have sole voting and dispositive power with respect to all of
such shares of Common Stock.
The following are transactions the Reporting Person has engaged in during
the sixty (60) days prior to the dates set forth above:
Nature of
Date Number of Shares Price Per Share($) Transaction*
----- ---------------- ------------------- ---------------
4/1/04 198,000 0.89 P
8/26/04 2,000 2.12 S
8/26/04 6,500 1.54 P
8/27/04 1,500 2.05 S
8/30/04 500 1.90 P
8/30/04 2,200 1.95 P
8/30/04 1,000 1.89 P
9/1/04 50 1.54 P
9/21/04 6,890 1.75 S
9/21/04 1,360 1.72 S
9/21/04 100 1.75 P
9/22/04 2,100 1.75 S
9/22/04 1,000 1.70 S
9/23/04 1,500 1.65 P
9/24/04 1,100 1.54 P
9/27/04 3,000 1.55 S
9/28/04 250 1.54 P
9/29/04 500 1.50 S
9/29/04 7,200 1.49 S
9/29/04 250 1.45 P
9/30/04 500 1.52 P
10/1/04 250 1.50 P
10/5/04 600 1.35 P
10/5/04 4,400 1.30 S
10/5/04 200 1.31 S
10/6/04 250 1.40 S
10/6/04 150 1.42 P
10/6/04 1,125 1.43 P
10/6/04 550 1.47 P
10/6/04 27,375 1.00 P
10/6/04 20,000 1.00 S
10/7/04 1,200 1.47 S
10/7/04 3,600 1.41 S
10/7/04 100 1.46 P
10/7/04 1,974 1.47 P
10/8/04 200 1.47 P
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* P designates open market purchases
S designates open market sales
Page 6 of 9 Pages
10/12/04 50 1.48 P
10/12/04 250 1.44 P
10/14/04 100 1.42 P
10/14/04 50 1.49 P
10/14/04 275 1.43 P
10/20/04 100 1.19 P
10/20/04 100 1.22 P
10/26/04 25 1.39 P
10/26/04 2,500 1.00 S
11/15/04 10 1.48 P
11/18/04 250 1.76 S
11/19/04 100 1.76 P
11/22/04 120 1.75 P
12/7/04 500,000 .35 Privately negotiated sale
12/7/04 50,000 .40 Privately negotiated sale
12/7/04 325,000 --- Gift disposition
12/13/04 5,425 2.09 S
12/13/04 1,800 2.08 S
12/13/04 750 2.11 S
12/13/04 4,029 2.35 S
12/13/04 2,500 2.62 S
12/13/04 3,000 2.63 S
12/14/04 2,000 2.53 P
12/16/04 6,700 2.42 S
12/17/04 2,800 2.65 S
12/17/04 500 2.66 S
12/17/04 700 2.50 P
12/17/04 250 2.55 P
12/20/04 2,030 3.05 S
12/20/04 1,170 3.03 S
12/20/04 250 3.15 S
12/20/04 2,500 3.25 S
12/20/04 3,000 3.32 S
12/20/04 1,500 3.30 S
12/20/04 500 3.15 P
12/20/04 1,000 3.20 P
12/21/04 1,500 3.33 S
12/21/04 3,000 3.40 S
12/21/04 2,703 3.65 S
12/21/04 1,797 3.68 S
12/21/04 1,000 3.70 S
12/21/04 4,000 3.90 S
12/21/04 100 4.30 S
12/21/04 5,400 4.25 S
12/22/04 5,000 4.10 S
12/22/04 1,000 4.15 S
12/22/04 4,500 4.90 S
12/22/04 500 4.95 S
12/22/04 3,500 4.96 S
12/22/04 12,000 5.05 S
12/22/04 1,700 5.16 S
12/22/04 1,300 5.00 S
12/22/04 11,250 4.70 S
12/22/04 200 4.75 S
12/22/04 950 4.75 P
12/23/04 250 3.95 P
Page 7 of 9 Pages
12/23/04 175 3.80 P
12/28/04 1,050 4.10 P
12/29/04 3,975 4.09 S
12/29/04 650 4.15 P
12/30/04 100 4.29 S
12/30/04 2,750 4.26 S
12/30/04 200 4.25 S
12/30/04 900 4.20 P
12/30/04 250 4.29 P
12/30/04 250 4.30 P
12/30/04 1,000 4.24 P
12/31/04 2,900 4.25 S
1/3/05 500 4.05 P
1/3/05 500 4.10 P
1/3/05 2,000 4.15 P
1/4/05 350 4.19 P
1/5/05 300 4.15 P
1/7/05 2,650 4.08 S
1/7/05 450 3.89 P
1/7/05 275 3.60 P
1/7/05 1,225 3.70 P
1/7/05 2,000 3.75 P
1/7/05 2,000 3.45 P
1/11/05 50 3.29 P
1/13/05 7,500 2.77 S
1/13/05 2,000 2.85 P
1/13/05 1,000 2.80 P
1/13/05 1,250 2.78 P
1/13/05 5,000 2.50 P
1/14/05 10,000 2.01 P
1/14/05 19,410 2.00 P
1/14/05 750 1.95 P
1/14/05 500 2.03 P
1/14/05 500 2.05 P
1/14/05 500 2.15 P
1/14/05 8,640 2.25 P
1/19/05 18,050 2.40 S
1/20/05 2,950 2.45 S
1/20/05 500 2.40 P
1/20/05 500 2.41 P
1/24/05 4,500 2.25 S
1/24/05 2,000 2.10 P
1/28/05 1,500 1.79 P
1/28/05 1,500 1.80 P
1/28/05 1,500 1.84 P
1/28/05 2,600 1.85 P
1/28/05 3,000 1.88 P
1/28/05 9,350 1.90 P
1/28/05 5,500 1.89 P
1/31/05 1,000 1.89 P
2/3/05 1,500 2.10 S
2/3/05 1,300 2.15 P
2/4/05 5,000 2.15 S
2/4/05 260 2.16 S
2/4/05 500 2.17 P
2/4/05 665 2.14 P
Page 8 of 9 Pages
2/4/05 5,000 2.15 P
2/7/05 2,100 2.15 S
2/7/05 1,000 2.10 P
2/9/05 750 1.90 P
2/18/05 500 1.84 P
2/23/05 100 1.76 P
2/24/05 155 1.74 P
2/28/05 3,800 6.44 Privately negotiated purchase
3/04/05 2,500 1.00 S
3/8/05 100 1.80 P
3/8/05 22,500 1.00 S
3/22/05 33,000 1.00 S
5/26/05 1,700,000 1.17 Privately negotiated disposition
9/23/05 650,000 --- Privately negotiated disposition
per settlement agreement
10/13/05 1,000,000 1.60 Privately negotiated sale
11/16/05 2,250,000 1.1125 Privately negotiated sale
Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 5, 2006
/s/ Steve Ivester
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Steven Ivester