U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-Q





(Mark
One)


x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.


For
the quarterly period ended June 30, 2008




OR




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.


For
the transition period from 
to




Commission
file number:  1428779




VOIP
TALK, INC.


(Exact name of registrant as
specified in its charter)




Nevada
            
            26-0447158(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)




3411
Avenue “L”


Brooklyn, New York
11210


(Address
of principal executive offices) (zip code)





(212)
203-4846


(Registrants’
telephone number, including area code)




___________________________________________________________


(Former
name, former address and former fiscal year, if changed since last
report.)






Indicate
by check mark whether the registrant has (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
            o
            Accelerated filer
            oNon-accelerated
      filer
            o
            Smaller Reporting Company
            x




Indicate by check mark
whether the Registrant is a shell company (as defined in rule 12b-2 of the
Exchange Act) xYes oNo





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





Class
            
            Outstanding
      as of August 1, 2008Common
      Stock, $0.0001 par value per share
            
            6,383,000
      shares









QUARTERLY
REPORT ON FORM 10-Q


FOR
THE THREE MONTHS ENDED JUNE 30, 2008





TABLE
OF CONTENTS





PagePART
      I. FINANCIAL INFORMATIONItem
      1.
            Financial
      Statements
            
            1Condensed
      Consolidated Balance Sheets at June 30, 2008 (unaudited)
            
            1Condensed
      Consolidated Statements of Operations for the six and three months ended
      June 30, 2008  (unaudited)
            
            2Condensed
      Consolidated Statement of Stockholders Equity for the period June 28, 2007
      through June 30, 2008(unaudited)
            
            3Condensed
      Consolidated Statements of Cash Flows for the six months ended June 30,
      2008 (unaudited)
            
            4Notes
      to Condensed Consolidated Financial Statements (unaudited)
            
            5Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            10Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            11Item
      4.
            Controls
      and Procedures
            
            11PART
      II. OTHER INFORMATION
            
            12Item
      1.
            Legal
      Proceedings
            
            12Item 1A.
            Risk
      Factors
            
            12Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            15Item
      3.
            Defaults
      Upon Senior Securities
            
            15Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            15Item
      5.
            Other
      Information
            
            15Item
      6.
            Exhibits
            
            15Signatures
            
            16









Item 1.
Financial Statements




VOIP
TALK INC.


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
BALANCE SHEETS


JUNE
30, 2008 AND DECEMBER 31, 2007 (AUDITED)






AUDITEDJUNE
      30,
            
            
            DECEMBER
      31,2008
            
            
            2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            849
            
            
            $
            9,457Total
      Current Assets
            
            
            849
            
            
            
            9,457TOTAL
      ASSETS
            
            $
            849
            
            
            $
            9,457LIABILITIES AND
      STOCKHOLDERS' EQUITYLIABILITIESCurrent
      Liabilities:Accounts
      payable and accrued expenses
            
            $
            9,050
            
            
            $
            8,250Total
      Current Liabilities
            
            
            9,050
            
            
            
            8,250Total
      Liabilities
            
            
            9,050
            
            
            
            8,250STOCKHOLDERS'
      EQUITYCommon
      stock, $.0001 Par Value; 720,000,000 shares authorizedand
      6,383,000 shares issued and outstanding, respectively
            
            
            638
            
            
            
            638Additional
      paid-in capital
            
            
            26,062
            
            
            
            19,112Subscriptions
      receivable
            
            
            -
            
            
            
            (7,050
            )Deficits
      accumulated during the development stage
            
            
            (34,901
            )
            
            
            (11,493
            )Total
      Stockholders' Equity
            
            
            (8,201)
            
            
            
            1,207TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            849
            
            
            $
            9,457






See the
accompanying notes to condensed consolidated financial statements




1




VOIP TALK INC. (A
DEVELOPMENT STAGE COMPANY) CONDENSED
STATEMENTS OF OPERATIONS FOR
THE SIX AND THREE MONTHS ENDED JUNE 30, 2008 AND
PERIOD JUNE 28, 2007 THROUGH JUNE 30, 2007 WITH
CUMULATIVE TOTALS SINCE JUNE 28, 2007 (INCEPTION)


PERIOD
            
            
            THREE
            
            
            PERIOD
            
            
            CUMULATIVESIX
      MONTHS
            
            
            JUNE
      28, 2007
            
            
            MONTHS
            
            
            JUNE
      28, 2007
            
            
            TOTALS
      SINCEENDED
            
            
            THROUGH
            
            
            ENDED
            
            
            THROUGH
            
            
            INCEPTIONJUNE
      30, 2008
            
            
            JUNE
      30, 2007
            
            
            JUNE
      30, 2008
            
            
            JUNE
      30, 2007
            
            
            JUNE
      28, 2007OPERATING
      REVENUESSales
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -OPERATING
      EXPENSESResearch
      and development
            
            
            3,500
            
            
            
            -
            
            
            
            3,500
            
            
            
            -
            
            
            
            6,000Professional,
      consulting and marketing fees
            
            
            16,500
            
            
            
            600
            
            
            
            8,000
            
            
            
            600
            
            
            
            22,000Other
      general and administrative expenses
            
            
            3,417
            
            
            
            -
            
            
            
            1,737
            
            
            
            -
            
            
            
            6,998Total
      Operating Expenses
            
            
            23,417
            
            
            
            600
            
            
            
            13,237
            
            
            
            600
            
            
            
            34,998LOSS
      BEFORE OTHER INCOME
            
            
            (23,417
            )
            
            
            (600
            )
            
            
            (13,237
            )
            
            
            (600
            )
            
            
            (34,998
            )OTHER
      INCOMEInterest
      income
            
            
            9
            
            
            
            -
            
            
            
            1
            
            
            
            -
            
            
            
            97Total
      Other Income
            
            
            9
            
            
            
            -
            
            
            
            1
            
            
            
            -
            
            
            
            97NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
            
            
            (23,408
            )
            
            
            (600
            )
            
            
            (13,236
            )
            
            
            (600
            )
            
            
            (34,901
            )Provision
      for Income Taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS APPLICABLE TO COMMON SHARES
            
            $
            (23,408
            )
            
            $
            (600
            )
            
            $
            (13,236
            )
            
            $
            (600
            )
            
            $
            (34,901
            )NET
      LOSS PER BASIC AND DILUTED SHARES
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING
            
            
            6,383,000
            
            
            
            6,000,000
            
            
            
            6,383,000
            
            
            
            6,000,000
            
            
            
            6,174,249








See the
accompanying notes to condensed consolidated financial statements




2




VOIP
TALK INC.


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


FOR
THE PERIOD JUNE 28, 2007 THROUGH JUNE 30, 2008






DeficitsAccumulatedAdditional
            
            
            
            
            
            During
      thePreferred
      Stock
            
            
            Common
      Stock
            
            
            Paid-in
            
            
            Subscriptions
            
            
            DevelopmentShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Receivable
            
            
            Stage
            
            
            TotalBalance
      - June 28, 2007
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
      issued to founder
            
            
            -
            
            
            
            -
            
            
            
            6,000,000
            
            
            
            600
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            600Shares
      issued for cash
            
            
            -
            
            
            
            -
            
            
            
            383,000
            
            
            
            38
            
            
            
            19,112
            
            
            
            (7,050
            )
            
            
            -
            
            
            
            12,100Net
      loss for the periodJune
      28, 2007 throughDecember
      31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (11,493
            )
            
            
            (11,493
            )Balance
      December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            6,383,000
            
            
            
            638
            
            
            
            19,112
            
            
            
            (7,050
            )
            
            
            (11,493
            )
            
            
            1,207Payment
      of subscriptionsreceivable
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            7,050
            
            
            
            -
            
            
            
            7,050Contributed
      capital
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            6,950
            
            
            
            -
            
            
            
            -
            
            
            
            6,950Net
      loss for the six monthsended
      June 30, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (23,408
            )
            
            
            (32,408
            )Balance
      June 30, 2008
            
            
            -
            
            
            $
            -
            
            
            
            6,383,000
            
            
            $
            638
            
            
            $
            26,062
            
            
            $
            -
            
            
            $
            (34,901
            )
            
            $
            (8,201)







See the
accompanying notes to condensed consolidated financial statements




3


VOIP TALK INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF CASH FLOWS FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND PERIOD JUNE 28, 2007 THROUGH JUNE 30,
2007 WITH
CUMULATIVE TOTALS SINCE JUNE 28, 2007 (INCEPTION)




PERIOD
            
            
            CUMULATIVESIX
      MONTHS
            
            
            JUNE
      28, 2007
            
            
            TOTALS
      SINCEENDED
            
            
            THROUGH
            
            
            INCEPTIONJUNE
      30, 2008
            
            
            JUNE
      30, 2007
            
            
            JUNE
      28, 2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (23,408
            )
            
            $
            (600
            )
            
            $
            (34,901
            )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Shares
      issued to founder
            
            
            -
            
            
            
            600
            
            
            
            600Changes
      in assets and liabilitiesIncrease
      in accounts payable andand
      accrued expenses
            
            
            800
            
            
            
            -
            
            
            
            9,050Total
      adjustments
            
            
            800
            
            
            
            600
            
            
            
            9,650Net
      cash (used in) operating activities
            
            
            (22,608
            )
            
            
            -
            
            
            
            (25,251
            )CASH
      FLOWS FROM FINANCING ACTIVITESProceeds
      from issuance of common stock and repaymentof
      subscriptions receivable
            
            
            7,050
            
            
            
            -
            
            
            
            19,150Contributed
      capital
            
            
            6,950
            
            
            
            -
            
            
            
            6,950Net
      cash provided by financing activities
            
            
            14,000
            
            
            
            -
            
            
            
            26,100NET
      INCREASE INCASH
      AND CASH EQUIVALENTS
            
            
            (8,608
            )
            
            
            -
            
            
            
            849CASH
      AND CASH EQUIVALENTS -BEGINNING
      OF PERIOD
            
            
            9,457
            
            
            
            -
            
            
            
            -CASH
      AND CASH EQUIVALENTS - END OF PERIOD
            
            $
            849
            
            
            $
            -
            
            
            $
            849CASH
      PAID DURING THE PERIOD FOR:Interest
      expense
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -






See the
accompanying notes to condensed consolidated financial statements




4





VOIP Talk,
Inc.


Notes
to Consolidated Financial Statements






NOTE
1-                ORGANIZATION AND BASIS OF
PRESENTATION




The
unaudited condensed financial statements included herein have been prepared,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”).  The condensed financial statements and
notes are presented as permitted on Form 10-QSB and do not contain information
included in the Company’s annual statements and notes.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.  It is suggested
that these condensed financial statements be read in conjunction with the
December 31, 2007 audited financial statements and the accompanying notes
thereto.  While management believes the procedures followed in
preparing these condensed financial statements are reasonable, the accuracy of
the amounts are in some respects dependent upon the facts that will exist, and
procedures that will be accomplished by the Company later in the
year.





These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods
presented.





VoIP Talk
Inc. (the “Company”) was incorporated in the State of Nevada on June 28,
2007.





The
Company is a provider of high-quality software for internet protocol (IP)
telephony. IP telephony or VOIP (Voice-over-Internet-Protocol) allows users to
exchange voice, fax, and other forms of information over the Internet at a
reduced cost compared to traditional phone and data traffic that is carried over
the dedicated circuit-switched connections of the public switched telephone
network (PSTN). The Company is focusing on designing, developing and marketing
IP telephony software used to make or receive phone calls from any computer
running the Windows, Mac or Unix operating systems. When using the Company’s
software, in conjunction with an IP telephony service, people can make and
receive calls to or from a telephone to any of these devices. The Company plans
to incorporate the use of video and instant messaging as part of the
software.




Going
Concern





As shown
in the accompanying financial statements the Company has incurred operating
losses of $23,408 in the six months ended June 30, 2008, and $34,901 since June
28, 2007, the Company’s inception.  The Company is still in
development of its products and has generated no sales to date. The Company is
currently in the development stage and has been spending a majority of their
time in the development of the technology. There is no guarantee that the
Company will be able to raise enough capital or generate revenues to sustain its
operations.  These conditions raise substantial doubt about the
Company’s ability to continue as a going concern for a reasonable
period.





Management
believes that the Company’s capital requirements will depend on many factors.
These factors include the final phase of development being successful as well as
their product implementation, along with distribution of the product at first
nationally, then internationally.





The
Company has completed its registration statement filing with the Securities and
Exchange Commission to become a fully reporting company on a national stock
exchange in an effort to gain liquidity and notoriety. The Company will continue
to pursue traditional forms of financing to assist them in meeting their current
working capital needs. The Company’s ability to continue as a going concern for
a reasonable period is dependent upon management’s ability to raise capital and,
ultimately, achieve profitable operations.  There can be no assurance
that management will be able to raise sufficient capital, under terms
satisfactory to the Company, if at all.




The
financial statements do not include any adjustments relating to the carrying
amounts of recorded assets or the carrying amounts and classification of
recorded liabilities that may be required should the Company be unable to
continue as a going concern.




5




NOTE
2-                SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




Development Stage
Company




The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises”. The Company has devoted substantially all
of its efforts to the development of their technology. Additionally, the Company
has allocated a substantial portion of their time and investment in bringing
their services to the market, and the raising of capital.




Use of
Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  On an on-going basis, the Company
evaluates its estimates, including, but not limited to, those related to
derivative liabilities, bad debts, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.





Cash and Cash
Equivalents





The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.




Fair Value of Financial
Instruments




The
carrying amounts reported in the balance sheet for cash and cash equivalents,
and accounts payable approximate fair value because of the immediate or
short-term maturity of these financial instruments.





Research and
Development





The
Company incurs costs on activities that relate to research and development of
new technology and products. Research and development costs are expensed as
incurred. The Company has expensed its payments in connection with research and
development costs.




Revenue
Recognition





The
Company has not recognized revenues to date. The Company anticipates recognizing
revenue from the sale of software licenses and services associated with software
such as technical support services, implementation, training and any software
version upgrades in accordance with the related auditing standards associated
with software revenue recognition.





Post
contract customer support services will include e-mail and telephone support and
unspecified rights to bug fixes and product upgrades. Enhancements will be
recognized ratably over the term of the service period which will generally be
twelve months.





The
Company plans to offer their products and services directly through the website
and indirectly through distribution partners. These distribution partners are
anticipated to be networking and telecommunications vendors throughout the
world.




6




NOTE
2-                SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(CONTINUED)


The
amount of product configuration and customization, which reflects the requested
features, determines the price for each sale. The number of software licenses
purchased will have a direct impact on the average selling price. Services may
vary depending upon a customer’s requirements for technical support,
implementation and training.





Accounts
Receivable





The
Company when it will conduct business will extend credit based on an evaluation
of the customers’ financial condition, generally without requiring collateral.
Exposure to losses on receivables is expected to vary by customer due to the
financial condition of each customer. The Company monitors exposure to credit
losses and maintains allowances for anticipated losses considered necessary
under the circumstances. The Company has not recorded any receivables, and
therefore no allowance for doubtful accounts at June 30, 2008 and December 31,
2007, respectively.





Accounts
receivable will generally be due within 30 days and collateral is not
required.




Income
Taxes




The
Company follows SFAS No. 109, “Accounting for Income Taxes”. Under the asset and
liability method of SFAS 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. A valuation allowance has been provided for the
Company’s net deferred tax asset, due to the uncertainly of the realization of
the net operating losses.




Segment
Information




The
Company will operate in one segment.




Advertising
Costs




The
Company will expense the costs associated with advertising as
incurred.  The Company had no such expense for the six months ended
June 30, 2008 or the period June 28, 2007 through June 30, 2008, but in the
future will include these costs in the statements of operations.




Accounting
Basis




The
Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, expenses are realized when the obligation is incurred.




(Loss) Per Share of Common
Stock





The
Company complies with the requirements of SFAS No. 128, “Earnings Per Share”.
Basic net (loss) per common share is computed using the weighted average number
of common shares outstanding. Diluted earnings per share (EPS) includes
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants.  The common
stock equivalents were not included in the computation of diluted earnings per
share on the statement of operations due to the fact that the Company reported a
net loss and to do so this would be antidilutive for the periods
presented.




The
following is a reconciliation of the computation for basic and diluted
EPS:




Cumulative
      TotalsSix
      Months
              
              
              SinceEnded
              
              
              June
      28, 2007June
      30, 2008
              
              
              (Inception)Net
      loss
              
              $
              (23,408
              )
              
              $
              (34,901
              )Weighted-average
      common sharesOutstanding
      (Basic)
              
              
              6,383,000
              
              
              
              6,174,249Weighted-average
      common stockEquivalentsStock
      options
              
              
              -
              
              
              
              -Warrants
              
              
              -
              
              
              
              -Weighted-average
      common sharesOutstanding
      (Diluted)
              
              
              6,383,000
              
              
              
              6,174,249


7


NOTE
      2-
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES(CONTINUED)




Stock-Based
Compensation




On
December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS
123R”).  SFAS 123R requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans.  The provisions of SFAS
123R, as amended, are effective for small business issuers beginning as of the
next interim period after December 15, 2005.




The
Company has elected to use the modified–prospective approach method. Stock-based
compensation expense for all awards granted is based on the grant-date fair
values estimated in accordance with the provisions of FAS 123R. The Company
recognizes these compensation costs, net of an estimated forfeiture rate, on a
pro rata basis over the requisite service period of each vesting tranche of each
award. The Company considers voluntary termination behavior as well as trends of
actual option forfeitures when estimating the forfeiture rate.




The
Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services”.  The fair value of the option
issued is used to measure the transaction, as this is more reliable than the
fair value of the services received.  The fair value is measured at
the value of the Company’s common stock on the date that the commitment for
performance by the counterparty has been reached or the counterparty’s
performance is complete. The fair value of the equity instrument is charged
directly to compensation expense and additional paid-in capital.




Recent Accounting
Pronouncements




In
September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
standard defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Early adoption is
encouraged. The adoption of SFAS 157 is not expected to have a material impact
on the financial statements.




NOTE
      2-
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES(CONTINUED)




Recent Accounting
Pronouncements (Continued)




In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115”, (“FAS 159”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. FAS 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent’s ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment.




SFAS 160
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. Management is determining the impact that the adoption of SFAS
No. 160 will have on the Company’s financial position, results of operations or
cash flows.




In
December 2007, the FASB issued SFAS 141R,Business Combinations (“SFAS
141R”), which replaces FASB SFAS 141,Business
Combinations.  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control.  SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition.  SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date.  This compares to the cost allocation method previously
required by SFAS No. 141.  SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are met.




8




NOTE
      2-
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES(CONTINUED)




Recent Accounting
Pronouncements (Continued)




Finally,
SFAS 141R will require an entity to recognize contingent consideration at the
date of acquisition, based on the fair value at that date.  This
Statement will be effective for business combinations completed on or after the
first annual reporting period beginning on or after December 15,
2008.  Early adoption of this standard is not permitted and the
standards are to be applied prospectively only.  Upon adoption of this
standard, there would be no impact to the Company’s results of operations and
financial condition for acquisitions previously completed.  The
adoption of SFAS No. 141R is not expected to have a material effect on the
Company’s financial position, results of operations or cash flows.




In
December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, “Use of a
Simplified Method in Developing Expected Term of Share Options” (“SAB
110”). SAB 110 expenses the current view of the staff that it will accept a
company’s election to use the simplified method discussed in Staff Accounting
Bulletin No. 107, “Share Based
Payment”, (“SAB 107”), for estimating the expected term of “plain
vanilla” share options regardless of whether the company has sufficient
information to make more refined estimates. SAB 110 became effective for the
Company on January 1, 2008. The adoption of SAB 110 is not expected to have a
material impact on the Company’s financial position.




Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.




NOTE
3-                STOCKHOLDERS’
EQUITY




Common
Stock





As of
June 30, 2008, the Company had 720,000,000 shares of common stock authorized
with a par value of $.0001.





During
the six months ended June 30, 2008, the Company had not issued any shares of
stock.





During
the period June 28, 2007 through December 31, 2007, the Company issued 383,000
shares for cash to individuals for $12,100. The cash was used for working
capital purposes to provide start-up funding and further development of the
Company’s technology. The Company has a subscription receivable in the amount of
$7,050 that was outstanding as of December 31, 2007, however, was paid for in
the three months ended March 31, 2008.




NOTE
3-                STOCKHOLDERS’ EQUITY(CONTINUED)




Common Stock
(Continued)





The
Company also issued 6,000,000 shares to its founder upon incorporation at par
value for a value of $600. The Company had no further issuances of common stock,
and to date has not granted any options or warrants.




NOTE
4-                PROVISION FOR INCOME
TAXES





Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities.  Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return.  Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.




At June
30, 2008 deferred tax assets consist of the following:




Net
      operating losses
              
              $
              11,866Valuation
      allowance
              
              
              (11,866
              )$
              -


At June
30, 2008, the Company had a net operating loss carryforward in the amount of
$34,901 available to offset future taxable income through 2028.  The
Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.  A reconciliation of the Company’s effective
tax rate as a percentage of income before taxes and federal statutory rate for
the six months ended June 30, 2008 and period June 28, 2007 through June 30,
2007 is summarized as follows:




2008
              
              
              2007Federal
      statutory rate
              
              
              (34.0
              )%
              
              
              (34.0
              )%State
      income taxes, net of federal benefits
              
              
              0.0
              
              
              
              0.0Valuation
      allowance
              
              
              34.0
              
              
              
              34.00
              %
              
              
              0
              %


9




Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations – Plan of Operation




Except
for the historical information contained herein, the discussion in this
Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of the federal securities laws that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this document should be read as
applicable to all related forward-looking statements wherever they appear in
this document. Our actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include those
discussed below in "Risk Factors," as well as those discussed elsewhere herein.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation
to update any forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence or identification of unanticipated events.




Stage
I




We
continue to operate in our first stage of development, which includes continued
development of our software, negotiating distributor and reseller agreements,
developing our initial services, finalizing development of our website to allow
for download of our software and conducting our initial marketing campaign to
promote our software. During this initial stage, we are promoting VOIP Talk
through word-of-mouth, selected print advertising and through search engine
optimization techniques. Throughout Stage I we will be testing and fine tuning
our software product offerings.  We currently have limited capital
resources and are considered a “Shell Company” under applicable SEC rules and
regulations.  Our ability to successfully complete Stage I of our
business plan is contingent on raising additional capital.  However,
there can be no assurance that we will be successful in obtaining additional
funds on commercially reasonable terms or at all.




Stage
II




Contingent
on the successful completion of Stage I, in Stage II we plan to aggressively
expand our operation and business. We currently anticipate that this phase of
development will be completed 12 to 18 months completion of Stage I. Our
expansion would include the development and promotion of additional services we
intend to offer our customers as well as expanding our network of customer
referral sources. In addition, we intend to conduct market research to determine
the demand for and viability of potential additional VOIP related products and
services.




During
this stage our strategy will be to develop and promote our software product and
expand our relationships by employing marketing initiatives which include the
following: placement of print advertisements in small business, entrepreneurial,
and property management-oriented magazines and special interest magazines;
placement of advertisements and links to our website in industry focused
websites; promoting our services at industry tradeshows; and entering into
relationships with telephone and cable providers to increase our distribution
channels.




Results
of Operations




Our
financial statements for the period ended June 30, 2008 reflect minimal business
activities and total assets of only $849, which consists solely of
cash.  We commenced business operations in June 2007, and since that
time have focused primarily on the development of our software and website as
well as attempting to establish a reseller program for our VOIP software and
services. We have not generated any revenue since inception, including during
the three months ended June 30, 2008.




We have
funded our operations to date primarily through funds raised in a private
placement of our common stock completed in December 2007. We expect the proceeds
from these offerings to be sufficient to cover our costs and expenses until
approximately September 1, 2008.  However, estimates for expenses, as
well as our market approach and timing may change, resulting in the need to
obtain additional debt or equity financing prior to September, 2008, but there
can be no assurance that additional financing will be available on reasonable
terms, or at all.





Our
operating expenses for the three and six month periods ended June 30, 2008 were
$13,237 and $23,417 respectively.  For the three month period ending
June 30, 2008, $600 of such amount was related to consulting
fees.  For the six month period ending June 30, 2008, $16,500 was in
respect of legal and accounting fees, $3,500 was in respect of research and
development and $3,417 was in respect of general and administrative
items.




10




Liquidity
and Capital Resources




As of
June 30, 2008, our cash balance was $849.  If we are unable to obtain
additional funding through the sale of our common stock, preferred stock, or
debt securities or some combination thereof, we anticipate that we will be out
of cash by September 1, 2008.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.




Critical
Accounting Policies




The
preparation of financial statements in conformity with U. S. generally accepted
accounting principles requires management to make a variety of estimates and
assumptions that affect (i) the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and (ii) the reported amounts of revenues and expenses during the
reporting periods covered by the financial statements.




Our
management routinely makes judgments and estimates about the effect of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the future resolution of the uncertainties increase, these judgments
become even more subjective and complex. Although we believe that our estimates
and assumptions are reasonable, actual results may differ significantly from
these estimates. Changes in estimates and assumptions based upon actual results
may have a material impact on our results of operation and/or financial
condition. Our significant accounting policies are disclosed in Note 2 to the
Financial Statements included in this prospectus.




Item
3. Quantitative and Qualitative Disclosures About Market Risk




We do not
invest in any securities that are subject to market or interest rate
risk.  Our cash is held in cash or cash equivalents, including
obligations of U.S. government-sponsored money market funds. These securities
are classified as cash and cash equivalents and consequently are recorded on the
balance sheet at fair value. We do not utilize derivative financial instruments
to manage or hedge interest rate risks.




Item
4. Controls and Procedures




(a) Evaluation of disclosure controls
and procedures.Our principal executive officer and principal financial
officer, Mr. Brecher, reviewed and evaluated the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e) and
15(d)-15(e)) as of the end of the period covered by this Form 10-Q (the
“Evaluation Date”). Based on that evaluation, Mr. Brecher concluded that our
disclosure controls and procedures were effective as of the Evaluation Date in
providing them with material information relating to us in a timely manner, as
required to be disclosed in the reports we file under the Exchange
Act.




(b) Changes in internal control over
financial reporting.There was no change in the Company's internal
control over financial reporting that occurred during the period covered by this
Form 10-Q that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.




11




Part
II. Other Information






Item
1.   Legal Proceedings.




None.




Item 1A. Risk
Factors.




If
we do not raise additional capital to finance our operations, our business will
fail.




We have
not generated revenues from our inception. As of June 30, 2008, we had a cash
balance of $849.  We expect that our current cash on hand will only
last us until approximately September 1, 2008.  If we are unable to
raise additional capital our business will fail and we may be forced to cease
operations.  Accordingly we will require additional capital to fund
our operations as currently planned. There can be no assurance that such capital
will be available in sufficient amounts or on terms acceptable to us, if at all.
Any sale of a substantial number of additional shares may cause substantial
dilution to our existing stockholders and result in a decline in the market
price of our common stock.  In addition, the opinion of our auditors
regarding our ability to continue as a going concern could further impair our
ability to raise additional capital.  We may also be required to issue
debt securities to raise additional capital, the terms of which would likely
require us to grant a lien on all or a substantial portion of our
assets.  If we were unable to make timely payments of principal and
interest on such debt securities, the holders of such debt securities could
foreclose on our assets or force us into bankruptcy or insolvency
proceedings.  In such circumstances, it is highly unlikely that the
proceeds of any liquidation would be available for distribution to the holders
of our common stock.




We were
recently formed with no operating history and have never been
profitable.  As a result, we may never become profitable, and could be
forced to cease operations.




We
commenced business operations in June 2007, and have an extremely limited
operating history.  To date, our efforts have been focused on the
development of our VOIP software solutions and have not generated any
revenue.  Our success depends on our ability to generate revenue
through the sale of our products and services, however, there can be no
assurance that we will be able to accomplish this.  If we are unable
to generate sufficient revenue from operations to cover our expenses or raise
substantial additional capital, we will likely be forced to cease operations and
liquidate our assets, which would likely result in a complete loss in your
investment in our stock.




We
will require significant additional financing, which may not be availability to
us on commercially reasonable terms, or at all.




Since our
inception, we have incurred negative cash flows from operations. Our business
plan calls for significant expenses necessary to continue the development of our
products and expand our market presence.  Accordingly, we will require
additional financing to finance working capital and pay for operating expenses
and capital expenditures. We have estimated that we will require approximately
$50,000-$70,000 over the next 12 months to carry out our business plan. However,
there is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event that
we:




·
            incur
      unexpected costs in completing the development of VOIP Talk software or
      encounter any unexpected technical or other
  difficulties;·
            incur
      delays and additional expenses as a result of technology failures;
      or·
            are
      unable to create a substantial market for our products and
      services.




The
occurrence of any of the foregoing events could adversely affect our ability to
meet our proposed business plans.  In addition, initially we will
depend almost exclusively on outside capital to finance the continued
development and marketing our of the VOIP Talk software
products.  Such outside capital will include the sale of equity or
debt securities or a combination thereof.  If we raise additional
capital through the sale of equity securities this will result in dilution of
our existing stockholders and such dilution may be substantial.  If we
raise capital through the sale of debt securities, the terms of such debt
securities will likely be secured by all of our assets.  Thus, in the
event that we are unable to make our scheduled payments of principal and/or
interest, the lenders could foreclose on our assets and force a liquidation of
the Company.  If financing is not available to us on commercially
reasonable terms or at all, our business will likely fail.




12




Because
we have limited financial resource and operations,, our accountants have
expressed doubts about our ability to continue as a going concern and we are
considered a “Shell Company” under applicable SEC rules and
regulations.




In our
audited financial statements for the fiscal period ended December 31, 2007, our
independent registered public accounting firm have expressed doubt about our
ability to continue as a going concern as a result of lack of history of
operations, limited assets, and operating losses since inception. Our ability to
achieve and maintain profitability and positive cash flow is dependent upon our
ability to raise additional capital through the sale of equity and/or debt
securities and generate sufficient revenue.  If we are unable to raise
additional capital or generate sufficient revenue, our business will be
materially harmed.  In addition, due to the fact that we have
currently have assets consisting solely of cash and our limited operations due
to our lack of capital resources, we are considered a “Shell Company” under
applicable SEC rules and regulations.  Accordingly, any investment in
our common stock involves substantial risks and may result in a complete loss of
your investment.




Our
lack of operating history makes it difficult to evaluate our future business
prospects.




Because
we have no operating history, it is extremely difficult for investors in our
common stock to evaluate our future business prospects.  Accordingly,
an investment in our common stock is an extremely risky proposition and an
investor could lose his or her entire investment if our business does not
succeed.




Competition
in the Internet telephony industry is intense and our competitors have greater
financial resources and development capabilities than we have, and we may not
have the resources necessary to successfully compete with them.




Our
business plan involves selling VOIP software to small and medium sized
enterprises as well as consumer end-users. This business is highly competitive.
There are numerous similar companies providing software solutions for VOIP that
compete in this market, including Skype, Pingtel, SJ Labs, Counterpath and
others, most of whom have greater financial resources and more expertise in this
business than we do. Our ability to develop our business will depend on our
ability to successfully market our services in this highly competitive
environment. We cannot guarantee that we will be able to do so
successfully.




We also
compete against established alternative voice communication providers, such as
Skype (a service of eBay Inc.), and face competition from other large,
well-capitalized Internet companies, such as America Online, Inc.,
Google Inc., Microsoft Corporation and Yahoo! Inc., which have
recently launched or announced plans to launch VOIP-enabled instant messaging
services that compete with our software. In addition, we compete with
independent VOIP service providers. Some of these service providers may choose
to sacrifice revenue in order to gain market share and have offered their
services at lower prices or for free. In order to compete with such service
providers, we may have to significantly reduce our prices, which would delay or
prevent our profitability.




Our
software may contain bugs that could impair the quality of calls made by our
customers.




If our
software contains any bugs or if our customers incur problems in downloading our
software or if our software is not compatible with the operating system being
run on a customer’s computer, this would result in poor call quality, a negative
customer experience and requests for refunds, all of which would harm our
business and results of operation.




We
are heavily dependent upon Mr. Alex Brecher our sole officer and
director.




We are
dependent on the continued contributions of Alex Brecher, our sole officer and
director, whose relationships, knowledge, leadership and experience in the VOIP
and technology industries would be difficult to replace. Our success is also
heavily dependent on our ability to retain and attract experienced agents and
sales professionals to market and refer customers to our business.  We
do not maintain any key person insurance on Mr. Brecher.  The loss of
Mr. Brecher, whose relationships, knowledge, leadership and technical expertise
upon which we rely, would harm our ability to execute our business
plan.  If we were to lose his services, our ability to execute our
business plan would be harmed and we may be forced to cease operations until
such time as we could hire a suitable replacement for Mr. Brecher.




Our
products may become obsolete and unmarketable if we are unable to respond
adequately to rapidly changing technology and customer demands.




VOIP is a
relatively new market and has been characterized by rapid changes in technology
and customer demands. As a result, our products may quickly become obsolete and
unmarketable. Our future success will depend on our ability to adapt to
technological advances, anticipate customer demands, develop new products and
enhance our current products on a timely and cost-effective basis.  We
may be unsuccessful in responding to technological developments and changing
customer needs. In addition, our applications and services offerings may become
obsolete due to the adoption of new technologies or standards.




13




We may
experience technical or other difficulties that could delay or prevent the
development, introduction or marketing of new products or enhanced versions of
existing products. Also, we may not be able to adapt new or enhanced services to
emerging industry standards, and our new products may not be favorably received
by our target market.




A
small number of shareholders control a majority of our outstanding common
stock.




Our
largest shareholder, Alex Brecher owns 6,020,000 shares of our outstanding
common stock and thereby controls approximately 94% of the voting power of the
Company. Because Mr. Brecher controls more than a majority of the outstanding
shares of our capital stock, other stockholders, individually or as a group,
will be limited in their ability to effectively influence the election or
removal of our directors, the supervision and management of our business or a
change in control of or sale of our company, even if they believed such changes
were in the best interest of our stockholders generally.




Performance
problems with our website could negatively impact our business.




Since we
anticipate that a large portion of our business will involve direct sales and
downloads from our website, our success depends on the ongoing development and
reliable operation of our website and our ability to minimize downtime and
systems problems with our website. Our customer satisfaction and our business
could be harmed if we or our customers experience system delays or failures with
our website. The occurrence of a catastrophic event or other system failure at
any of our or our vendor facilities could result in significant downtime for our
website.  If we are unable to implement a reliable back-up solution,
the occurrence of a catastrophic failure to our website could harm our
business.




Unless
we can establish market acceptance of our current products, our potential
revenues may be significantly reduced.




We expect
that a substantial portion of our future revenue will be derived from the sale
of our software products. We expect that these product offerings and their
extensions and derivatives will account for a majority our revenue for the
foreseeable future. Market acceptance of our software products is, therefore,
critical to our future success and our ability to continue to generate revenues.
Failure to achieve market acceptance of our software products as a result of
competition, technological change, or otherwise, would significantly harm our
business. Our future financial performance will depend primarily on the
continued market acceptance of our current software product offerings and on the
development, introduction and market acceptance of any future enhancements to
our products and services. There can be no assurance that we will be successful
in marketing our current product offerings or any new product offerings,
applications or enhancements, and any failure to do so would significantly harm
our business.




Our
intellectual property rights are valuable, and any inability to protect them
could reduce the value of our brand and harm our business and our operating
results.




Our
success and ability to compete depends to a significant degree on our
proprietary technology incorporated in our software. Other than registering the
domain www.voiptalkinc.com we have not taken any action to protect our
proprietary technology and do not presently intend to file any patent
applications or seek to register any other intellectual property in any
jurisdiction. If any of our competitors copies or otherwise gains access to our
proprietary technology or develops similar technologies independently, we may
not be able to enforce our rights adequately or compete as effectively. We also
consider our service marks critical to our ability to continue to develop and
maintain the goodwill and recognition associated with our brand. The measures we
take to protect the proprietary technology software, and other intellectual
property rights, which presently are based upon a combination of copyright,
trade secret and trademark laws, may not be adequate to prevent their
unauthorized use. We realize that third parties may, from time to time, copy
significant content available on voiptalk.com for use in competitive
offerings.  Protection of the distinctive elements of voiptalkinc.com may
not be available under copyright law.  If we are unable to protect our
proprietary rights from unauthorized use, the value of our brand image may be
reduced.  Any impairment of our brand could harm our business.  In
addition, protecting our intellectual property and other proprietary rights is
expensive and time consuming.  Any unauthorized use of our intellectual
property could harm our operating results.




We may
need to bring legal claims to enforce or protect such intellectual property
rights. Any litigation, whether successful or unsuccessful, could result in
substantial costs and diversions of resources. In addition, notwithstanding any
rights we have secured in our intellectual property, other persons may bring
claims against us that we have infringed on their intellectual property rights,
including claims based upon the content we license from third parties or claims
that our intellectual property right interests are not valid. Any claims against
us, with or without merit, could be time consuming and costly to defend or
litigate, divert our attention and resources, result in the loss of goodwill
associated with our service marks or require us to make changes to our website
or other of our technologies.




14




We
may become subject to intellectual property infringement claims, which are
costly to defend, could result in significant damage awards, and could limit our
ability to provide certain content or use certain technologies in the
future.




As we
expand our business and develop new technologies, products and services, we may
become increasingly subject to intellectual property infringement claims. 
In the event that there is a determination that we have infringed third-party
proprietary rights such as copyrights, trademark rights, trade secret rights or
other third party rights such as publicity and privacy rights, we could incur
substantial monetary liability, be required to enter into costly royalty or
licensing agreements or be prevented from using the rights, which could require
us to change our business practices in the future and limit our ability to
compete effectively.  We may also incur substantial expenses in defending
against third-party infringement claims regardless of the merit of such
claims.  In addition, many of our agreements with our customers or
affiliates require us to indemnify them for certain third-party intellectual
property infringement claims, which could increase our costs in defending such
claims and our damages.  The occurrence of any of these events could harm
our brand and our operating results.




Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.




None.





Item
3.  Defaults Upon Senior Securities.





None.





Item
4.  Submission of Matters to a Vote of Security Holders.





None.





Item
5.  Other Information.





None.





Item
6.  Exhibits.





The
exhibits listed on the Exhibit Index (following the signature page of this
Quarterly Report) are included or incorporated by reference, in this Quarterly
Report.




15




SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





VOIP
      TALK, INC.Dated:
      August 13, 2008
            By:
            /s/
      Alex BrecherAlex
      BrecherChief
      Financial Officer(Principal
      Financial Officer)







EXHIBIT
INDEX





Number
            Exhibit Table31.1
            Certificate
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
            Certificate
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.