UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                IPVoice.com, Inc.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)

         Nevada                                               65-0729900
- -----------------------------                      -------------------------
(State or other jurisdiction                         (I.R.S. Employer or
of incorporation organization)                       Identification No.)

5050 No. 19th Avenue
Suite 416/417
Phoenix, AZ                                                        85015
- -------------------------------------------         -------------------------
(Address of principal place of business)                        (zip code)

                                IPVOICE.COM, INC.
                   CONSULTANT/EMPLOYEE STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                         Barbara Will, President
                         IPVoice.com, Inc.
                         5050 No. 19th Avenue, Suite 416/417
                         Phoenix, AZ 85015
                         (602) 335-1231
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

Copies to:
                         Mercedes Travis, Esq.
                         Mintmire & Associates
                         265 Sunrise Avenue, Suite 204
                         Palm Beach, FL 33480
                         (561) 832-5696

                         CALCULATION OF REGISTRATION FEE

TITLE OF           PROPOSED       PROPOSED    MAXIMUM      AMOUNT OF
SECURITIES         AMOUNT         MAXIMUM     AGGREGATE    REGISTRATION
TO BE              TO BE          OFFERING    OFFERING     FEE (1)
REGISTERED         REGISTERED     PRICE       PRICE
                                  PER SHARE   PER SHARE
----------------   -------------  ---------   -----------  ------------
Common Stock        300,000 (2)   3.375       3.35         $281.48
$.001 par value



<PAGE>



(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
     calculating the Registration  Fee, which is based on the closing sale price
     of the  Company's  Common Stock on February 25, 2000 as reported on the OTC
     Electronic Bulletin Board.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
     IPVoice.com, Inc. Consultant/Employee Stock Compensation Plan (the "Plan").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The  following  documents  which  have been  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1)  The Registrant's Initial Report on Form l0SB filed on November 3, 1999

     (2)  All other reports filed by the Registrant with the Commission pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act since the end of
          the period  covered by the Form 10SB  referred to above and Form 10QSB
          filed on December 23, 1999 for the quarter  ended  September 30, 1999;
          and

     (3)  The description of the Common Stock of the Registrant contained in the
          Form 10SB referred to above.

         All documents filed by the Registrant  with the Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto 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 herein and to be a part hereof from the date of filing
of such docum nts.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         The Company's  Articles of  Incorporation  provide that: no director of
this Corporation shall have personal  liability to the Corporation or any of its
stockholders  for  monetary  damages  for  breach of any duty as a  director  or
officers  involving  any act or  omission of any such  director or officer.  The
foregoing provision shall not eliminate or limit the liability of a director (i)
for any  breach of the  director's  duty of loyalty  to the  Corporation  or its
stockholders,  (ii) for acts or omissions  not in good faith or,  which  involve
intentional misconduct or a knowing violation of the law, (iii) under applicable
Sections  of the Nevada  Revised  Statutes,  (iv) the  payment of  dividends  in
violation  of Section  78.300 of the  Nevada  Revised  Statutes  or, (v) for any
transactions from which the director derived an improper  personal benefit.  Any



<PAGE>



repeal or  modification  of this Article by the  stockholders of the Corporation
shall be prospective  only and shall not adversely  affect any limitation on the
personal  liability  of a director  or officer  of the  Corporation  for acts or
omissions prior to such repeal or modification.

         The  Company's  Bylaws  provide  that no Officer or  Director  shall be
personally  liable for any  obligations for the Corporation or for any duties or
obligations  arising  out of any acts or  conduct of said  Officer  or  Director
performed for or on behalf of the  Corporation.  The Corporation  shall and does
hereby indemnify and hold harmless each person and his heirs and  administrators
who  shall  serve  at  any  time  hereafter  as a  Director  or  Officer  of the
Corporation  from and against any and all claims,  judgments and  liabilities to
which such persons shall become  subject by reason of any action alleged to have
heretofore  or  hereafter  taken or  omitted  to have been  taken by him as such
Director  or  Officer,  and shall  reimburse  each such person for all legal and
other expenses  reasonably  incurred by him in connection with any such claim or
liability,  including  power to defend such  persons from all suits or claims as
provided for under the  provisions of the Nevada Revised  Statutes..  The rights
accruing to any person under the foregoing  provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case,  event though not  specifically  herein provided
for. The Corporation,  it's Directors,  Officers,  employees and agents shall be
fully protected in taking any action or making any payment, or in refusing so to
do in reliance upon the advice of counsel.

         The Nevada Revised Statutes ("NRS") provide that: (1) A corporation may
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal, administrative or investigative,  except an action by or in the
right of the  corporation,  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with the
action,  suit or  proceeding  if he acted in good faith and in a manner which he
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action,  suit or proceeding by judgment,  order  settlement,  conviction or upon
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable  cause to believe that his conduct was unlawful and (2) A corporation
may  indemnify  any person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably  incurred by him in connection  with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he  reasonably  believes  to be in or not opposed to the best  interests  of the
corporation.  Indemnification  may not be made for any claim, issue or matter as
to which such a person has been  adjudged by a court of competent  jurisdiction,
after  exhaustion of all appeals  therefrom,  to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitles  to
indemnify for such expenses as the court deems proper.



<PAGE>



      To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter  therein,  the  corporation  shall  indemnify  him  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

         The statutes also provide that any discretionary  indemnification under
NRS 78.7502 unless ordered by a court or advanced  pursuant to subsection 2, may
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper  in the  circumstances.  The  determination  must be made:  (1) by the
stockholders;  (2) by the  board  of  directors  by  majority  vote of a  quorum
consisting of directors who were not parties to the action,  suit or proceeding;
(3) if a majority vote of a quorum  consisting of directors who were not parties
to the action,  suit or proceeding so orders,  by independent legal counsel in a
written opinion; or (4) if a quorum consisting of directors who were not parties
to the action,  suit or  proceeding  cannot be obtained,  by  independent  legal
counsel in a written opinion.

         The articles of incorporation, the bylaws or an arrangement made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsequent  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

         The  indemnification  and  advancement  of  expenses  authorized  in or
ordered by a court  pursuant  to this  section:  (1) does not  exclude any other
rights to which a person seeking  indemnification or advancement of expenses may
be entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or  disinterested  directors or otherwise,  for either an action in
his official capacity or an action in another capacity while holding his office,
except that  indemnification,  unless ordered by a court pursuant to NRS 78.7502
or for the  advancement  of expenses  made  pursuant to subsection 2, may not be
made to or on behalf of any director if a final  adjudication  establishes  that
his acts or  omissions  involved  intentional  misconduct,  fraud  or a  knowing
violation of the law and was  material to the cause of action and (2)  continues
for a person who has ceased to be a  director,  officer,  employee  or agent and
inures to the  benefit  of the heirs,  executors  and  administrators  of such a
person.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

5.1    *    Opinion of Mintmire & Associates

10.35  *    IPVoice.com, Inc. Consultant/Employee Stock Compensation Plan

23.1   *    Consent of Durland & Company, CPAs, P.A.

23.2        Consent of Mintmire & Associates  (contained in the opinion filed as
            Exhibit 5.1 hereof)

(* filed herewith)



<PAGE>



Item 9. Undertakings.

The Registrant hereby undertakes:

 (a) (1)  to file, during any period in which it offers or sells  securities,  a
          post effective amendment to this registration statement to include any
          prospectus required by Section 10(a) (3) of the Securities Act;

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act of 1933, to treat each  post-effective  amendment as a
          new registration statement of the securities offered, and the offering
          of the securities at that time to be the initial bona fide offering;

     (3)  to remove from registration by means of a post-effective amendment any
          of the securities that remain unsold at the end of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.



<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be signed  on its  behalf,  in the City of  Phoenix,  Arizona,  on
February 25, 2000.

                            IPVoice.com, Inc.

                            By: /s/ Barbara S.  Will
                               ---------------------
                               Barbara S.  Will,
                               President and Chief Operating Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



Signature                Title                                     Date
--------------------     ----------------------------      ------------------

/s/James K.  Howson      Chairman of the Board             February 25, 2000
- ------------------     and Chief Executive Officer
 James K.  Howson

/s/Barbara S.  Will      President and Chief Operating     February 25, 2000
- ------------------     Officer and Director
Barbara S.  Will

/s/Anthony K.  Welch     Senior Vice President of Research February 25, 2000
- ------------------     and Development  and Director
Anthony K.  Welch

/s/Russell Watson        Director                          February 25, 2000
- ------------------
 Russell Watson
[{"type": "S-8", "sequence": "1", "description": "33 REGISTRACTION STATEMENT", "secsgml_size_bytes": 17389}]
{"company-data": {"conformed-name": "IP VOICE COM INC", "cik": "0001092083", "assigned-sic": "4813", "irs-number": "650729900", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31694", "film-number": "561048"}, "business-address": {"street1": "5901 SOUTH MIDDLEFIELD ROAD", "street2": "SUITE 100", "city": "LITTLETON", "state": "CO", "zip": "80123", "phone": "3037381266"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                IPVoice.com, Inc.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)

         Nevada                                               65-0729900
- -----------------------------                      -------------------------
(State or other jurisdiction                         (I.R.S. Employer or
of incorporation organization)                       Identification No.)

5050 No. 19th Avenue
Suite 416/417
Phoenix, AZ                                                        85015
- -------------------------------------------         -------------------------
(Address of principal place of business)                        (zip code)

                                IPVOICE.COM, INC.
                   CONSULTANT/EMPLOYEE STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                         Barbara Will, President
                         IPVoice.com, Inc.
                         5050 No. 19th Avenue, Suite 416/417
                         Phoenix, AZ 85015
                         (602) 335-1231
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

Copies to:
                         Mercedes Travis, Esq.
                         Mintmire & Associates
                         265 Sunrise Avenue, Suite 204
                         Palm Beach, FL 33480
                         (561) 832-5696

                         CALCULATION OF REGISTRATION FEE

TITLE OF           PROPOSED       PROPOSED    MAXIMUM      AMOUNT OF
SECURITIES         AMOUNT         MAXIMUM     AGGREGATE    REGISTRATION
TO BE              TO BE          OFFERING    OFFERING     FEE (1)
REGISTERED         REGISTERED     PRICE       PRICE
                                  PER SHARE   PER SHARE
----------------   -------------  ---------   -----------  ------------
Common Stock        300,000 (2)   3.375       3.35         $281.48
$.001 par value
(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
     calculating the Registration  Fee, which is based on the closing sale price
     of the  Company's  Common Stock on February 25, 2000 as reported on the OTC
     Electronic Bulletin Board.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
     IPVoice.com, Inc. Consultant/Employee Stock Compensation Plan (the "Plan").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The  following  documents  which  have been  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1)  The Registrant's Initial Report on Form l0SB filed on November 3, 1999

     (2)  All other reports filed by the Registrant with the Commission pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act since the end of
          the period  covered by the Form 10SB  referred to above and Form 10QSB
          filed on December 23, 1999 for the quarter  ended  September 30, 1999;
          and

     (3)  The description of the Common Stock of the Registrant contained in the
          Form 10SB referred to above.

         All documents filed by the Registrant  with the Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto 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 herein and to be a part hereof from the date of filing
of such docum nts.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         The Company's  Articles of  Incorporation  provide that: no director of
this Corporation shall have personal  liability to the Corporation or any of its
stockholders  for  monetary  damages  for  breach of any duty as a  director  or
officers  involving  any act or  omission of any such  director or officer.  The
foregoing provision shall not eliminate or limit the liability of a director (i)
for any  breach of the  director's  duty of loyalty  to the  Corporation  or its
stockholders,  (ii) for acts or omissions  not in good faith or,  which  involve
intentional misconduct or a knowing violation of the law, (iii) under applicable
Sections  of the Nevada  Revised  Statutes,  (iv) the  payment of  dividends  in
violation  of Section  78.300 of the  Nevada  Revised  Statutes  or, (v) for any
transactions from which the director derived an improper  personal benefit.  Any
repeal or  modification  of this Article by the  stockholders of the Corporation
shall be prospective  only and shall not adversely  affect any limitation on the
personal  liability  of a director  or officer  of the  Corporation  for acts or
omissions prior to such repeal or modification.

         The  Company's  Bylaws  provide  that no Officer or  Director  shall be
personally  liable for any  obligations for the Corporation or for any duties or
obligations  arising  out of any acts or  conduct of said  Officer  or  Director
performed for or on behalf of the  Corporation.  The Corporation  shall and does
hereby indemnify and hold harmless each person and his heirs and  administrators
who  shall  serve  at  any  time  hereafter  as a  Director  or  Officer  of the
Corporation  from and against any and all claims,  judgments and  liabilities to
which such persons shall become  subject by reason of any action alleged to have
heretofore  or  hereafter  taken or  omitted  to have been  taken by him as such
Director  or  Officer,  and shall  reimburse  each such person for all legal and
other expenses  reasonably  incurred by him in connection with any such claim or
liability,  including  power to defend such  persons from all suits or claims as
provided for under the  provisions of the Nevada Revised  Statutes..  The rights
accruing to any person under the foregoing  provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case,  event though not  specifically  herein provided
for. The Corporation,  it's Directors,  Officers,  employees and agents shall be
fully protected in taking any action or making any payment, or in refusing so to
do in reliance upon the advice of counsel.

         The Nevada Revised Statutes ("NRS") provide that: (1) A corporation may
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal, administrative or investigative,  except an action by or in the
right of the  corporation,  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with the
action,  suit or  proceeding  if he acted in good faith and in a manner which he
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action,  suit or proceeding by judgment,  order  settlement,  conviction or upon
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable  cause to believe that his conduct was unlawful and (2) A corporation
may  indemnify  any person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably  incurred by him in connection  with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he  reasonably  believes  to be in or not opposed to the best  interests  of the
corporation.  Indemnification  may not be made for any claim, issue or matter as
to which such a person has been  adjudged by a court of competent  jurisdiction,
after  exhaustion of all appeals  therefrom,  to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitles  to
indemnify for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter  therein,  the  corporation  shall  indemnify  him  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

         The statutes also provide that any discretionary  indemnification under
NRS 78.7502 unless ordered by a court or advanced  pursuant to subsection 2, may
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper  in the  circumstances.  The  determination  must be made:  (1) by the
stockholders;  (2) by the  board  of  directors  by  majority  vote of a  quorum
consisting of directors who were not parties to the action,  suit or proceeding;
(3) if a majority vote of a quorum  consisting of directors who were not parties
to the action,  suit or proceeding so orders,  by independent legal counsel in a
written opinion; or (4) if a quorum consisting of directors who were not parties
to the action,  suit or  proceeding  cannot be obtained,  by  independent  legal
counsel in a written opinion.

         The articles of incorporation, the bylaws or an arrangement made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsequent  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

         The  indemnification  and  advancement  of  expenses  authorized  in or
ordered by a court  pursuant  to this  section:  (1) does not  exclude any other
rights to which a person seeking  indemnification or advancement of expenses may
be entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or  disinterested  directors or otherwise,  for either an action in
his official capacity or an action in another capacity while holding his office,
except that  indemnification,  unless ordered by a court pursuant to NRS 78.7502
or for the  advancement  of expenses  made  pursuant to subsection 2, may not be
made to or on behalf of any director if a final  adjudication  establishes  that
his acts or  omissions  involved  intentional  misconduct,  fraud  or a  knowing
violation of the law and was  material to the cause of action and (2)  continues
for a person who has ceased to be a  director,  officer,  employee  or agent and
inures to the  benefit  of the heirs,  executors  and  administrators  of such a
person.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

5.1    *    Opinion of Mintmire & Associates

10.35  *    IPVoice.com, Inc. Consultant/Employee Stock Compensation Plan

23.1   *    Consent of Durland & Company, CPAs, P.A.

23.2        Consent of Mintmire & Associates  (contained in the opinion filed as
            Exhibit 5.1 hereof)

(* filed herewith)
Item 9. Undertakings.

The Registrant hereby undertakes:

 (a) (1)  to file, during any period in which it offers or sells  securities,  a
          post effective amendment to this registration statement to include any
          prospectus required by Section 10(a) (3) of the Securities Act;

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act of 1933, to treat each  post-effective  amendment as a
          new registration statement of the securities offered, and the offering
          of the securities at that time to be the initial bona fide offering;

     (3)  to remove from registration by means of a post-effective amendment any
          of the securities that remain unsold at the end of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be signed  on its  behalf,  in the City of  Phoenix,  Arizona,  on
February 25, 2000.

                            IPVoice.com, Inc.

                            By: /s/ Barbara S.  Will
                               ---------------------
                               Barbara S.  Will,
                               President and Chief Operating Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                Title                                     Date
--------------------     ----------------------------      ------------------

/s/James K.  Howson      Chairman of the Board             February 25, 2000
- ------------------     and Chief Executive Officer
 James K.  Howson

/s/Barbara S.  Will      President and Chief Operating     February 25, 2000
- ------------------     Officer and Director
Barbara S.  Will

/s/Anthony K.  Welch     Senior Vice President of Research February 25, 2000
- ------------------     and Development  and Director
Anthony K.  Welch

/s/Russell Watson        Director                          February 25, 2000
- ------------------
 Russell Watson