Austin Legal Group
Dr. Thomas E. Sawyer
Chairman and CEO
This letter is in response to various emails that have been circulated by Mr. Thomas. Despite
my very clear verbal and written explanation to Mr. Thomas, he continues to misrepresent the basis
for the DTC Chill as well as subsequent events.
As clarification, a DTC deposit chill will be placed upon an issuer for various reasons
including, but not limited to, a large amount of physical certificate deposits over a short period of
time. In November 2012 DTC sent a letter to VOIP-Pal notifying it of the deposit chill. DTC was
initially concerned with a series of deposits in 2011 by a variety of shareholders including La Jolla
IPO, Kodiak Capital, Empire Relations Group, and Cayman Institutional Bank. (See Exhibit 1
In March of 2013 our firm was retained by a third party (for the benefit of Voip-Pal) to review
the deposit chill and begin the process of removing the chill. The process of removing a deposit chill
requires an analysis of every deposit over the past 5 years in addition to every deposit identified on
the exhibit of the DTC chill letter. During our analysis of the deposits identified on the DTC chill
letter, we identified several deposits by Kodiak which were based upon a 504 exemption from
registration. The SEC's current position is that the 504 exemption based upon Delaware state law
does not allow for free trading shares. Therefore, according to the SEC and DTC, the Kodiak
transactions were in violation of Section 5 of the Securities Act and DTC will not remove the chill.
Let me be very clear that the impetus of the deposit chill and the inability to remove the chill
is entirely due to the Kodiak transaction and completely unrelated to Mr. Kipping or any of his
Further, no one in this office has ever represented that it was trading by Mr. Kipping
that caused the deposit chill.
If you need further clarification, please do not hesitate to contact me.
AUnm L.EGAL GROUP, APC
Gina M. Austin, Esq.
cc: Ryan L. Thomas
VOIP-Pal Board of Directors