Replies to post #21 on 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


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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)


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VOCALSCAPE NETWORKS, INC.
2006 STOCK OPTION PLAN


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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.

[makesumgravy]

many this is how many shares were o/s at the end of March.

As of March 31, 2007 there were 74,945,504 shares of the Registrant’s common stock, $0.001 par value per share, outstanding, and 35,000 shares of Series A Convertible Preferred Stock outstanding.

[makesumgravy]

You are right this is very confusing. I have not read thru all these documents, but I don't see another S-8 filing. The o/s count has increased dramatically. 130mn shares approx since the end of March of 07. It does appear that all this selling has taken this down. Only the insiders know why they are buying. Lots of money has come out. It appears the owner has been selling high, and buying low. Any money acquired by him thru and S-8 in the way of salary is in fact retailers dollars of investment. Selling at .18 and then buying back at these levels would suggest that he and a few others are trying to rally this stock.......considering what has occurred over the past year would also suggest that some caution is warranted, and it deserves to be watched.......its hard to say where this is going?

The trick now is to follow what occurred since April of this year to present and see if we can find what there is 130mn more shares.

000-27277
(Commission File No.)
VOCALSCAPE NETWORKS, INC.
(Name of Small Business Issuer in Its Charter)


NEVADA
(State or other jurisdiction of incorporation or organization 98-0207554
(I.R.S. Employer
Identification No.)



170 E. Post Road, Suite 206
White Plains, New York
(Address of principal executive offices) 10601
(Zip Code)



Issuer’s Telephone Number, including area code: [phone]


Securities registered under Section 12(b)
of the Securities Exchange Act of 1934: NONE


Securities registered under Section 12(g)
of the Securities Exchange Act of 1934:


COMMON STOCK, $.001 PAR VALUE


Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x


Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o


Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes o No x


Issuer’s revenues for its most recent fiscal year were: $208,617.


As of April 13, 2007, the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was recently sold was: $1,109,566.


Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act: Yes[ ] No [X]


As of April 13, 2007, there were 70,945,504 shares of the issuer’s common stock outstanding, 35,000 shares of Series A Convertible Preferred Stock outstanding, and no shares of Class A Common Stock outstanding.


Transitional Small Business Disclosure Format (check one): Yes o No x





Copyright © 2007 QuoteMedia. All rights reserved. Terms of Use.
Market Data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.

[makesumgravy]

000-27277
(Commission File No.)
VOCALSCAPE NETWORKS, INC.
(Name of Small Business Issuer in Its Charter)


NEVADA
(State or other jurisdiction of incorporation or organization 98-0207554
(I.R.S. Employer
Identification No.)



170 E. Post Road, Suite 206
White Plains, New York
(Address of principal executive offices) 10601
(Zip Code)



Issuer’s Telephone Number, including area code: [phone]


Securities registered under Section 12(b)
of the Securities Exchange Act of 1934: NONE


Securities registered under Section 12(g)
of the Securities Exchange Act of 1934:


COMMON STOCK, $.001 PAR VALUE


Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x


Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o


Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes o No x


Issuer’s revenues for its most recent fiscal year were: $208,617.


As of April 13, 2007, the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was recently sold was: $1,109,566.


Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act: Yes[ ] No [X]


As of April 13, 2007, there were 70,945,504 shares of the issuer’s common stock outstanding, 35,000 shares of Series A Convertible Preferred Stock outstanding, and no shares of Class A Common Stock outstanding.


Transitional Small Business Disclosure Format (check one): Yes o No x





Copyright © 2007 QuoteMedia. All rights reserved. Terms of Use.
Market Data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.