Kaleidoscope Venture Capital, Inc. (fka KLDO)

[makesumgravy]

many your right he has been acquiring shares, but this was what was taking place last year. Almost a year exact when he salaried himself more than half a million dollars. Take a look at where the share price was at then. It appears that he has been buying to boost the share price imo. I began getting bored with this from the lack of Pr's. This company needs some exposure.

http://app.quotemedia.com/quotetools/showFiling.go?name=DTOMI%20INC:%20S-8,%20Sub-Doc%201,%20Page%20....


DTOMI INC: S-8, Sub-Doc 1, Page 2


--------------------------------------------------------------------------------


CALCULATION OF REGISTRATION FEE

CALCULATION OF REGISTRATION FEE


Title of Securities
to be Registered Amount to be Registered* Proposed Maximum Offering Price Per Share** Proposed Maximum Aggregate Offering Price** Amount of Fee

Common Stock,
$0.001 par value
3,200,000
$0.18
$576,000
$61.63



(1) Robert Koch, Chairman of the Board of Directors of the Registrant, is registering for reoffer and resale 3,000,000 shares of common stock underlying options granted under the Registrants’ 2006 Stock Option Plan (the “Plan”). Ron McIntyre, President of the Registrant is registering for reoffer and resale 200,000 shares of common stock underlying options granted under the Plan. All 3,200,000 shares were registered on Form S-8 on November 2, 2006, file number 333-138375.


(2) Estimated solely for the purposes of determining the registration fee pursuant to Rule 457. On November 6, 2006, the fair market value of Vocalscape Networks, Inc. Common Stock, determined from its closing price on the Over-the-Counter Bulletin Board was $0.18 per share. On this basis, the maximum aggregate offering price for the shares being registered hereunder is $576,000, and this is the basis for computing the filing fee in accordance with Rule 457(h) and at a rate of the aggregate offering price multiplied by .000107.


EXPLANATORY NOTE


This Registration Statement includes a reoffer prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form S-3. This Reoffer Prospectus may be used for reoffers or resales, on a continuous or delayed basis, of an aggregate of 3,200,000 shares of common previously issued to Robert Koch, Chairman of the Board of Directors of the Registrant, and Ron McIntyre, President of the Registrant. Such 3,200,000 shares of common stock were issued pursuant to the Registrants’ 2006 Stock Option Plan, referenced in note 1 to the “Calculation of Registration Fee” section, above.

REOFFER PROSPECTUS


This document constitutes part of a prospectus covering
securities that have been registered under the Securities Act of 1933.


3,200,000 Shares


VOCALSCAPE NETWORKS, INC.


Common Stock


(par value $0.001 per share)


--------------------------------------------------------------------------------


VOCALSCAPE NETWORKS, INC.
2006 STOCK OPTION PLAN


--------------------------------------------------------------------------------

This prospectus is being used in connection with the offering from time to time by Robert Koch and Ron McIntyre, selling stockholders of our company or their successors in interest of an aggregate of 3,200,000 shares of the common stock which have been issued pursuant to the Registrant’s 2006 Stock Option Plan (the “Plan”).


The common stock may be sold from time to time by the selling stockholders or by their pledgees, donees, transferees or other successors in interest. Such sales may be made in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The common stock may be sold by one or more of the following: (i) block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell portions of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; (iii) an exchange distribution in accordance with the rules of such exchange; and (iv) ordinary brokerage transactions and transactions in which the broker solicits purchases. In effecting sales, brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from selling stockholder in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Act”) in connection with such sales. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. We will not receive any of the proceeds from the sale of these shares, although we have paid the expenses of preparing this prospectus and the related registration statement.