---

---

 

Texas		75-2785941
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

 

 

 

			Page
PART I
		Incorporation of Documents by Reference	5
		The Company	6
		Special Note Regarding Forward Looking Statements	11
		Risk Factors	11
		Use of Proceeds	22
		Selling Stockholders	22
		Plan of Distribution	23
		Legal Matters	23
		Where You Can Find More Information	23
		Disclosure of Commission Position on Indemnification for Securities Act Liabilties	23

 

 

·	building our carrier/service provider customer base through aggressive marketing of our VoiceOne Carrier Direct program;

·	completing the expansion of our network (currently in process);

·	capitalizing on our technological expertise to introduce new products, services and features;

·	customizing our service offerings for the purpose of pursuing strategic partnerships with major customers and suppliers;

·	offering the best possible service and support to our customers with a world class customer support organization;

·	developing additional distribution channels;

·	expanding our market share for our retail calling services;

·	increasing our customer base by introducing cost-effective solutions to interconnect with our network; and

·	controlling operating expenses and capital expenditures.

·	quality of service;

·	the ability to meet and anticipate customer needs through multiple service offerings and feature sets;

·	responsive customer care services, and;

·

price.

·	carriers operating in the U.S. and abroad, which include the RBOCs, AT&T, British Telecom, France Telecom, Deutsche Telecom, IDT, Sprint, Verizon, Level 3, Infonet, Qwest, Broadwing, Ibasis, Primus, and Teleglobe/VSNL;

·	subscriber based service provider competitors, which include Vonage, Packet8, DeltaThree, SunRocket, Time Warner, Comcast and Net2phone.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name			Number of Shares of Common Stock Owned at September 30, 2006			Number of Shares of Common Stock to be Offered for Resale			Number of Shares of Common Stock / Percentage to be Owned After Completion of the Offering
Shawn Lewis (1)			5,446,231			3,000,000 (2)			7,481,448 / 8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;   provided however, that: paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.