UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-12155
CUSIP Number: 311565 10 5
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(Check one): |_| Form 10-K |_| Form 20-F |_| Form I 1-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: SEPTEMBER 30, 2006
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:_____________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
ONE IP VOICE, INC.
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Full Name of Registrant
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Former Name if Applicable
22 PRESTIGE PARK CIRCLE
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Address of Principal Executive Office (Street and Number)
EAST HARTFORD, CT 06108
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate) |X|
(a) The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
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The Registrant is currently in the process of raising cash from potential
investors, and requires additional time to determine the level of investment
commitments and incorporate that information into its Form 10-Q. The Registrant
believes that such incorporation will be significant to a reader's
understanding of its short-term cash resources and liquidity. Registrant
further represents the Form 10-Q will be filed by November 20, 2006.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert G. LaVigne 860 610-6002
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is
no, identify report(s) Yes |X| No |_|
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? Yes |X| No |_|
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Registrant expects to report a net loss of $1,753,000 or $(.42) per share,
on revenues of $2,921,000, for the three months ended September 30, 2006,
compared with a net loss of $2,648,000 or $(.75) per share, on revenues of
$4,807,000 for the three months ended September 30, 2005. The net loss for the
current quarter of 2006 includes an operating loss of $2,421,000 and non-cash
derivative instrument income of $740,000. The net loss for the comparable
quarter of 2005 includes an operating loss of $646,000 and non-cash derivative
instrument expense of $1,949,000. Approximately $1,248,000 and $243,000 of the
operating losses to be reported for the quarters ended September 30, 2006 and
2005, respectively, were attributable to the continuing build-out of the
Company's IP telephony services subsidiary OIPV Corp ("OIPV").
The Registrant expects to report a net loss of $3,649,000 or $(.92) per share,
on revenues of $10,590,000, for the nine months ended September 30, 2006,
compared with a net loss of $3,478,000 or $(1.02) per share, on revenues of
$11,699,000 for the nine months ended September 30, 2005. The net loss for the
current year includes an operating loss of $5,840,000 and non-cash derivative
instrument income of $2,403,000. The net loss for the comparable period of 2005
includes an operating loss of $1,704,000 and non-cash derivative instrument
expense of $1,662,000. Approximately $3,465,000 and $486,000 of the operating
losses to be reported for the year-to-date periods ended September 30, 2006 and
2005, respectively, were attributable to the continuing build-out of OIPV.
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One IP Voice, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 2006 By : /s/ Robert G. LaVigne
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Robert G. LaVigne
Executive Vice President, Chief
Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
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