Kaleidoscope Venture Capital, Inc. (fka KLDO)

[makesumgravy]

many I am signing off been up late. Just had to look back a tad farther. This is the culprit of what was the beginning of the downward spiral. What a bunch of double talk.

Looks like Koch got approx $810,000 in salary
Mcintyre got $576,000.

Nice for such a tiny company. Like always paid for by the retailers. There are no institutional investors but this would suggest there is considering the amount of money they have awareded themselves.

This very stuff once seen that drives investors away, but for many it usually to late.

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


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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 13,000,000 $ 0.27 $ 3,510,000 $ 375.57


* The Vocalscape Networks, Inc. 2006 Stock Option Plan (the “Plan”) authorizes the directors to fix the maximum number of shares of common stock of Vocalscape Networks, Inc. (the “Company” or the “Registrant”), par value $0.001 per share (“Common Stock”) to be issued under the Plan. The directors have fixed 13,000,000 shares as the maximum number to be issued under the Plan, 3,700,000 of which are being registered hereunder. As of October 6, 2006, options to purchase 3,000,000 shares of common stock have been granted under the Plan to Robert W. Koch, a director and former Chief Executive Officer, of the Company, options to purchase 200,000 shares of common stock have been granted to Ron McIntyre, President of the Company, and options to purchase 500,000 shares of common stock have been granted to Anthony Caridi, an employee of the Company. There are also registered, pursuant to Rule 415, such additional indeterminate number of shares as may be issued as a result of the anti-dilution provision of the Plan.


** Estimated solely for the purposes of determining the registration fee pursuant to Rule 457. On November 1, 2006, the fair market value of Vocalscape Networks, Inc. Common Stock, determined from its closing price on the Over-the-Counter Bulletin Board was $0.27 per share. On this basis, the maximum aggregate offering price for the shares being registered hereunder is $3,510,000, 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.


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE


The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated by reference in this registration statement: (i) the Company’s Annual Report on Form 10-KSB and Form 10-KSB, as amended, for the fiscal year ended December 31, 2005, and (ii) the Company's Quarterly Reports on Form 10-QSB and Form 10-QSB, as amended, for the quarter ended March 31, 2006, and June 30, 2006 (iii) the Company’s Reports on Forms 8-K and Forms 8-K, as amended, filed January, 9, 2006, January 23, 2006, March 30, 2006, April 27, 2006, June 1, 2006, June 26, 2006 and September 29, 2006. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this registration statement and to be part hereof from the date of the filing of such documents.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL


None.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS


Section 78.751 of the Nevada General Corporation Law generally allows the Registrant to indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise. The Registrant may advance expenses in connection with defending any such proceeding, provided the indemnitee undertakes to pay any such amounts if it is later determined that such person was not entitled to be indemnified by the Registrant.