FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 10, 2004
VoIP, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-28985 75-2785941
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330
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(Address of principal execute offices, including zip code)
(954) 434-2000
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(Registrant's telephone number, including area code)
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 InstructionA.2.below):
() Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
() Soliciting material pursuant to Rule 14a- I 2 under the Exchange Act (17 CFR
240.14a-12)
() Pre-commencement communications pursuant to Rule 14a-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)
Item 2.01 Acquisition or Disposition of Assets
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On September 10, 2004, VoIP. Inc. closed the acquisition of Vox
Consulting Group, Inc., d/b/a VoIP Americas, a Florida corporation. The
acquisition took the form of an exchange of 1,000,000 shares of VoIP restricted
common stock in exchange for all issues and outstanding shares of VoIP Americas
common stock, which was owned by Mr. Carlos Rivas and Mr. Albert Rodriguez. The
purchase price was determined by means of arms-length negotiations between
unrelated parties. VoIP Americas is a full service, wholesale Internet Telephony
Service Provider enabling emerging carriers, Internet Service Provider (ISP's);
Independent Telephone Company (ITC's), Cable Operators and Competitive Local
Exchange Carriers (CLEC's) to quickly and efficiently launch advanced VoIP
services to their customer base. Its services include wholesale-VoIP for US and
international termination; VoIP-800 & VoIP-did for access; and turnkey-VoIP, a
full featured hosted platform providing the most popular residential and small
business VoIP services.
Item 9.01 Exhibits
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2.2 Stock Purchase Agreement dated September 10, 2004
99.1 Press Release
Item 7.01 Regulation FD Disclosure
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Information is being provided under this Item 9 pursuant to the
Securities and Exchange Commission's (the "SEC") interim filing guidance set
forth in Release Nos. 33-8216 and 34-47583.
On September 14, 2004, the Company issued a press release announcing
the VoIP Americas acquisition. A copy of this press release is attached as an
exhibit.
This information is being furnished, and shall not be deemed to be
"filed," with the SEC. The information is this Item 9 and Exhibit 99.1 shall not
be incorporated by reference into any filing of the registrant with the SEC,
whether made before or after the date hereof, regardless of any general
incorporation language in such filings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 16, 2004 VOIP, INC.
(Registrant)
By: /s/ Steven Ivester
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Steven Ivester
President and Chief Executive Officer