SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
First Capital Business Development, LLC
(Last) (First) (Middle)
16293 E DORADO PLACE
(Street)
CENTENNTIAL CO 80015
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Iptimize, Inc. [ IPZI.PK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/19/2008 S 111,111 D (1) 2,867,222 D
Common Stock 02/21/2008 S 40,000 D (2) 2,827,222 D
Common Stock 02/22/2008 S 317,777 A (3) 3,144,999 D
Common Stock 02/22/2008 S 166,666 D (4) 2,978,333 D
Common Stock 03/07/2008 S 100,000 D (5) 2,878,333 D
Common Stock 04/24/2008 P 311,111 A (6) 31,894,444 D
Common Stock 04/28/2008 S 522,206 D (7) 2,667,238 D
Common Stock 05/13/2008 S 617,888 D (8) 2,049,350 D
Common Stock 05/27/2008 S 15,000 D (9) 2,034,350 D
Common Stock 09/08/2008 S 1,000,000 D $0.25(10) 1,034,350 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant $0.45 02/28/2008 J 360,806 02/28/2008 02/28/2013 Common Stock 380,806 (11) 1,749,139 D
Common Stock Purchase Warrant $0.5 04/24/2008 J 75,550 04/23/2008 04/23/2013 Common Stock 75,550 (12) 16,373,589 D
Common Stock Purchase Warrants $0.5 04/28/2008 J 186,502 04/28/2008 04/28/2013 Common Stock 186,502 (13) 14,870,587 D
Common Stock Purchase Warrants $0.45 05/13/2008 J 277,666 05/13/2008 05/13/2013 Common Stock 277,666 (14) 1,209,421 D
Explanation of Responses:
1. (1): 111,111 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on February 19, 2008 pursuant to an Independent Contractors Agreement between the Reporting Person and a non-affiliated third party as consideration for consulting and advisory services not relating to the Issuer. No monetary value was ascribed to the shares;
2. (2): 40,000 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on February 21, 2008 pursuant to an Independent Contractors Agreement between the Reporting Person and a non-affiliated third party as consideration for consulting and advisory services not relating to the Issuer. No monetary value was ascribed to the shares;
3. (3): 317,777 shares of the Issuer?s Common Stock, $.001 par value per share, were acquired as additional consideration for the performance of services in excess of those required pursuant to a February 22, 2008 Second Amendment to a Business Advisory Agreement dated April 7, 2007 between the Reporting Person and the Issuer and reported in Item 12(a) of the Issuer?s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 (the ?07 Form 10-K?). No monetary value was ascribed to the shares;
4. (4): 166,666 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on February 22, 2008 pursuant to an Independent Contractors Agreement between the Reporting Person and a non-affiliated third party as consideration for consulting and advisory services not relating to the Issuer. No monetary value was ascribed to the shares;
5. (5): 100,000 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on March 7, 2008 pursuant to an Independent Contractors Agreement between the Reporting Person and a non-affiliated third party as consideration for consulting and advisory services not relating to the Issuer. No monetary value was ascribed to the shares;
6. (6): 311,111 shares of the Issuer?s Common Stock, $.001 par value per share, were acquired as additional consideration pursuant to a April 24, 2008 Termination and Settlement Agreement between the Reporting Person and the Issuer and reported in Item 12(a) of the Issuer?s 07 Form 10-K. No monetary value was ascribed to the shares;
7. (7): 522,206 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on April 28, 2008 pursuant to an Independent Contractors Agreement between the Reporting Person and a non-affiliated third party as consideration for consulting and advisory services not relating to the Issuer. No monetary value was ascribed to the shares;
8. (8): 617,888 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on May 13, 2008 pursuant to an Independent Contractors Agreement between the Reporting Person and two non-affiliated third parties as consideration for consulting and advisory services relating to the services the Reporting Person rendered to the Issuer. No monetary value was ascribed to the shares;
9. (9): 15,000 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on May 27, 2008 pursuant to a Settlement Agreement between the Reporting Person and a non-affiliated third party. No monetary value was ascribed to the shares;
10. (10): 1,000,000 shares of the Issuer?s Common Stock, $.001 par value per share, were disposed of on September 8, 2008 pursuant to a Stock Purchase Agreement between the Reporting Person and a non-affiliated third party at $.25 per share or an aggregate of $250,000.
11. (11): A Common Stock Purchase Warrant entitling the Reporting Person to acquire an aggregate of 360,806 shares of the Issuer?s Common Stock, $.001 par value per share, at an exercise price of $.45 per share was acquired by the Reporting Person as additional consideration pursuant to a February 28, 2008 Letter of Credit Agreement between the Reporting Person and the Issuer and reported in Item 12(a) of the Issuer?s 07 Form 10-K. No monetary value was ascribed to the warrant;
12. (12): A Common Stock Purchase Warrant entitling a non-affiliated third party to acquire an aggregate of 75,550 shares of the Issuer?s Common Stock, $.001 par value per share, at an exercise price of $.50 per share from the Reporting Person was disposed of by the Reporting Person as consideration pursuant to an April 23, 2008 Independent Contractors Agreement between the Reporting Person and the non-affiliated third party. No monetary value was ascribed to the warrant;
13. (13): A Common Stock Purchase Warrant entitling a non-affiliated third party to acquire an aggregate of 186,502 shares of the Issuer?s Common Stock, $.001 par value per share, at an exercise price of $.50 per share from the Reporting Person was disposed of by the Reporting Person as consideration pursuant to an April 28, 2008 Independent Contractors Agreement between the Reporting Person and the non-affiliated third party. No monetary value was ascribed to the warrant; and
14. (14): A Common Stock Purchase Warrant entitling two non-affiliated third parties to acquire an aggregate of 207,666 shares of the Issuer?s Common Stock, $.001 par value per share, at an exercise price of $.45 per share from the Reporting Person was disposed of by the Reporting Person as consideration pursuant to a two separate May 13 28, 2008 Independent Contractors Agreements between the Reporting Person and the two non-affiliated third parties as partial consideration for consulting and advisory services relating to the services the Reporting Person rendered to the Issuer. No monetary value was ascribed to the warrant.
Gary Graham 10/14/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.