UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(D) of the Securities Exchange Act of 1934

~~September~~JANUARY 2927, ~~2008~~2009

Date of report (Date of earliest event reported)

IPTIMIZE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-52830	84-1471798
Colorado	0-52830	84-1471798
(State of Other Jurisdiction ofIncorporation or Organization)	(~~Commission~~CommissionFile ~~File~~ Number)	(IRS EmployerIdentification)

1720 S. ~~Bellaire~~BELLAIRE ~~Street~~STREET, ~~Suite~~SUITE 200, ~~Denver~~DENVER, CO 80222

(Address of principal executive offices, including zip code)

(303) 268-3600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 54 ~~Corporate~~– ~~Governance~~Items Related to Accountants and ~~Management~~Financial Statements

Item 54.02 ~~Departure~~Non-reliance ofon ~~Directors~~Previously orIssued ~~Principal~~Financial ~~Officers;~~Statements ~~Election~~or ofa ~~Directors;~~Related ~~Appointment~~Audit ofReport ~~Principal~~or ~~Officers:~~Completed Interim Review.

~~(b)~~ On ~~September~~January 2327, ~~2008,~~2009 ~~and~~IPtimize ~~pursuant~~Inc. to(“IPZI” aor ~~unanimous~~“the ~~written~~Company”) ~~consent~~discovered inthat ~~lieu~~it ofwill ahave ~~special~~to ~~meeting~~restate of the ~~Board~~results of ~~Directors~~its ofoperations for the ~~Registrant~~ ofyears ~~which~~ended ~~there~~December 31, ~~are~~2006 noand ~~committees~~2007 (~~the~~ “~~Unanimous~~Fiscal ~~Consent~~2006 & 2007”) and that the previously issued financial statements for those periods, ~~Clinton~~together J.with ~~Wilson~~the auditor’s report thereon, ~~resigned~~for asthose aperiods ~~Director~~should ofnot be relied upon until restated financial information is filed with the ~~Registrant~~SEC. ~~but~~The ~~continued~~Fiscal as2006 & 2007 financial statements will be restated to increase the ~~Registrant’s~~loss ~~President~~from the operations by $514,320 and increase in preferred dividend by $30,202 (2006) or $.07 per share loss attributable to common shareholders; and restated to increase the loss from the operations by $102,864 and increase in preferred dividend by $181,812 (2007) or $.03 per share loss attributable to common shareholders.

~~(d)~~The OnCompany ~~September~~also decided that in connection with the restatement of Fiscal 2006 ~~29,~~& ~~2008,~~2007 ~~and~~it ~~pursuant~~intends to areview ~~unanimous~~certain aspects ~~consent,~~of ~~Jeffrey~~its R.accounting ~~Galgano~~for the results of operations for the interim periods ended March 31, ~~Michael~~2008, June 30, ~~Geller~~2008 and ~~Martin~~September 30, ~~Grusin~~2008, ~~were~~as ~~elected~~discussed ~~as members~~below, ofand ~~the~~therefore ~~Registrant’s~~caution ~~Board~~that ofthe ~~Directors.~~financial ~~The~~statements ~~Company~~for ~~appointed~~those ~~the~~periods should ~~three~~also ~~new~~not ~~directors~~be torelied ~~fill~~upon until the ~~position~~Company ~~held~~either byannounces ~~Mr. Wilson~~that ~~and~~its ~~add~~review ~~two~~of ~~new~~those ~~board~~interim ~~members~~2008 tofinancial ~~complete~~statements ~~its~~has ~~board~~indicated that no changes to ~~its~~the ~~authorized~~financial ~~number.~~statements ~~The~~for ~~Board~~one or more of ~~Directors~~those ~~then met~~interim ~~and~~periods ~~appointed~~are ~~members~~needed toor ~~fill~~it ~~the~~files restated ~~positions~~financial ofinformation ~~its~~for ~~three~~one ~~committees~~or ~~authorized~~more inof ~~its~~those ~~corporate~~interim ~~governance~~periods with the SEC.

The ~~following~~restatement isof the results of operations for Fiscal 2006 & 2007 will affect the interest expense related to the 2006 bridge notes for both Fiscal 2006 & 2007 and there will be a ~~brief~~restatement of the dividend costs for the Company’s preferred B stock for both Fiscal ~~summary~~2006 & 2007. The issues both result from an accounting error relating to the calculation of an embedded beneficial conversion feature under the ~~business~~accounting ~~experience~~provisions EITF 98-5 and EITF 00-27 that require that a calculation be made to reflect the embedded value of Mra security that is in the money at the date of issuance. ~~Galgano:~~ These provisions provide that the calculation includes the value of the benefit be discounted for the length of the holding period.

~~Mr. Galgano~~The ~~has~~embedded ~~been~~beneficial ~~President~~conversion ~~and~~feature for the 2006 bridge notes has a ~~Director~~discounted ofvalue at the ~~privately-held~~date ~~Sentinel~~of ~~Technologies~~issuance of $617, ~~Inc.~~184 ~~and~~to ~~CFO~~be ofaccreted ~~Sentinel’s~~over ~~operating~~the one ~~company~~year ~~Tidel~~term ~~Enginnering,~~of Lthe loans.P. ~~since~~The ~~October~~amount for Fiscal 2006. ~~Tidal~~was ~~designs~~$514,320 ~~manufactures~~which represents 10 months of expense and ~~sells~~will ~~timed~~be ~~access~~classified ~~cash~~as ~~management~~interest ~~technology~~expense ~~platforms~~on the restated financial statements and ~~machine~~would ~~networks~~increase ~~used~~the bynet ~~convenience~~loss ~~stores,~~for ~~restaurants~~Fiscal ~~and other~~2006 ~~retailers.~~to Mr$3,371,855. ~~Galgano~~ The ~~developed~~affect ~~extensive~~of ~~expertise~~this incost ~~brokerage~~on ~~and~~loss ~~investment~~per ~~banking~~share ~~leading~~is $0.065 per share and increase the ~~Denver~~loss ~~Corporate~~per ~~Finance~~share ~~office~~to as$0.43. ~~Managing~~The ~~Director~~amount offor ~~Stifel~~Fiscal ~~Nicolaus &~~2007 ~~Company~~was $102,864 ~~Inc.~~which represents 2 months of expense and will be classified as ~~Managing~~interest ~~Director~~expense ofon ~~A.G. Edwards &~~the ~~Sons,~~restated ~~Inc~~financial statements.’s ~~Denver~~The ~~Corporate~~loss ~~Finance~~for ~~office~~Fiscal ~~earlier~~2007 inwill ~~his~~increase ~~career~~to $3,018,481. MrThe affect of this cost on loss per share is $0. ~~Galgano~~01 ~~holds~~per anshare ~~MBA~~and ~~from~~increase the Jloss to $0.L28. ~~Kellogg~~The ~~Graduate~~Fiscal ~~School~~2007 ofexpense ~~Management,~~was ~~Northwestern~~all ~~University~~incurred ~~and~~in athe ~~BSC~~first ~~from~~Fiscal ~~DePaul~~quarter ~~University.~~March 31, 2007.

The ~~following~~embedded isbeneficial conversion feature for the preferred B stock has a ~~brief~~discounted ~~summary~~value at the date of issuance of $363,624 to be accreted over the ~~business~~two ~~experience~~year term of Mrthe preferred B stock term. ~~Geller:~~ The amount for Fiscal 2006 was $30,302 which represents 2 months of expense and will be classified as dividend expense on the restated financial statements. The affect of this cost on loss per share is $0.003 per share to the common shareholder. The amount for Fiscal 2007 was $181,812 which represents 12 months of expense and will be classified as dividend expense on the restated financial statements. The affect of this cost on loss per share is $0.02 per share to the common shareholders. The Fiscal 2008 has an expense for the total year of $151,600 as dividend expense. Part of this dividend will affect the earnings per share to the common shareholder in the first three Fiscal quarters of the 2008. The total of the dividend expense for the three fiscal quarters 2008 is estimated at $121,120 or an estimated at $0.008 loss per share to the common shareholder.

~~Mr. Geller~~The ~~brings~~error ~~manufacturing,~~in ~~retail~~the ~~and~~calculation ~~distribution~~of ~~knowledge~~the embedded beneficial conversion feature was discovered in the process of the Company’s preparation of answers to a comment letter received from the ~~IPtimize~~SEC ~~board~~regarding its filing for Fiscal 2007. The Company, ~~having~~under ~~worked~~the ~~with~~supervision ~~Seagram~~of ~~Distillers~~its ~~for~~Audit 11Committee ~~years~~and in turn is being assisted by an independent accounting expert, ~~eventually~~who ~~leaving~~is ~~his~~inquiring ~~division~~into ~~vice~~the ~~presidency~~circumstances relating to ~~pursue~~the foregoing error to assure that there are no other ~~interests~~ financial reporting or disclosure control items that may be of concern. HeDue ~~has~~to ~~been~~the ~~CEO~~ongoing nature of ~~Beverage~~this ~~Distributors~~inquiry, the ~~Chairman~~Company atis ~~Best~~unable ~~Card~~to ~~LLC,~~assess definitively the ~~Chairman~~impact ofsuch ~~Lowell~~inquiry may 17have ~~Hospital~~upon its prior public reports. Once the ongoing inquiry is completed and the ~~President~~results ofare finalized, the ~~Colorado~~Company ~~Wholesalers~~will ~~Association.~~restate Atits ~~one~~financial ~~point~~statements, Mras may be appropriate. ~~Geller~~ ~~was~~The ~~lauded~~Company byhas ~~Time~~not ~~Magazine~~yet ~~with~~determined ~~the national~~what ~~recognition~~changes ofwill ~~being~~be ~~named~~required to the ~~Wholesaler~~previously reported results of operations or financial position in response to the ~~Year~~inquiry. ~~Mr. Geller~~The ~~has~~Company ais ~~BBA~~hopeful inthat ~~Marketing~~it will be able to complete its inquiry and ~~Accounting~~to ~~from~~publish ~~Pace~~restated ~~University~~financial statements by March 1, 2009.

The ~~following~~Company isurges athe ~~brief~~marketplace ~~summary~~not ofto rely on the ~~business~~Company’s ~~experience~~previously issued financial statements for Fiscal 2006 & 2007 and the interim periods within Fiscal 2008 until the publication of Mrthe restated financial statements by the Company. ~~Grusin:~~

~~Mr.~~Section ~~Grusin,~~9 aFinancial ~~specialist~~Statements ~~in finance, taxation~~ and ~~law, is an~~ ~~actively~~Exhibits practicing attorney who specializes in tax planning for individuals and corporations, real estate, real estate planning and development matters, estate planning, and banking. He is a principal in the Law Office of Martin A. Grusin, P.C. and was formerly, for 24 years prior to now, a principal in the firm of

Johnson, Grusin, Kee & Surprise, P.C. In addition to his law practice, he has served as President and Chief Executive Officer and as a member of the board of directors of United American Bank and its holding company, W.B.T. Holding Company, and he has served as an associate professor at the University of Arkansas in the Graduate School of Engineering. Mr. Grusin received a B.S. degree from the University of Memphis and received his J.D. from University of Memphis School of Law and an L.L.M. (Tax Specialty) from the University of Miami School of Law. He is a member of the Memphis Bar Association, Tennessee Bar Association, and the Tax Committee of the American Bar Association.

Item 8.01 Other Events

September 29, 2008, the Company issued a press release announcing the appointment of three board of directors members. A copy of this press release is attached as Exhibit 99.1 hereto. The reader is advised to read the press release in its entirety.

Item 9.01

Financial Statements and Exhibits

(d)		Exhibit No.		Exhibit Title.
		Exhibit 99.1		Press Release dated September 29, 2008.

None

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.

	Iptimize, Inc.
		IPtimize, Inc.
Date: September 30, 2008	By:	/s/ Donald W. Prosser
Date: January 28, 2009	By:	/s/ Donald W. Prosser
	Name:	Donald W. Prosser
	Title:	Chief Financial ~~and Accounting~~ Officer

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