UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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                                   (Mark one)
         X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                                     OF 1934

              For the transition period from _________ to ________

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                         Commission File Number: 0-28985
                                                                

                                   VoIP, Inc.
        (Exact name of small business issuer as specified in its charter)

         Texas                                        75-2785941
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(State of incorporation)                        (IRS Employer ID Number)

           12330 SW 53rd Street, Suite 712, Fort Lauderdale, FL 33330
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                    (Address of principal executive offices)

                                 (954) 434-2000
                           (Issuer's telephone number)
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Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 X NO
                                                 

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: November 12, 2004: 23,251,482

Transitional Small Business Disclosure Format (check one): YES   NO X


Registrant is an accelerated filer (check one): YES   NO X







                                   VoIP, Inc.

              Form 10-QSB for the Quarter ended September 30, 2004

                                Table of Contents


                                                                            Page

Part I - Financial Information

  Item 1     Financial Statements                                              3

  Item 2     Management's Discussion and Analysis or Plan of Operation        11

  Item 3     Controls and Procedures                                          18


Part II - Other Information

  Item 1   Legal Proceedings                                                  19

  Item 2   Changes in Securities                                              19

  Item 3   Defaults upon Senior Securities                                    19

  Item 4   Submission of Matters to a Vote of Security Holders                19

  Item 5   Other Information                                                  19

  Item 6   Exhibits and Reports on Form 8-K                                   19



Signatures                                                                    21



                                       2







        PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                                    VoIP Inc.
                           Consolidated Balance Sheets
                    September 30, 2004 and December 31, 2003


                                                                         (Unaudited)      (Audited)
                                                                         Sept.30,2004    Dec.31,2003
                                                                         ------------    ------------
                                                                                      
      ASSETS

Current Assets      
      Cash on hand and in bank                                           $    237,524    $      3,499
      Accounts receivable                                                     806,686            --
      Due from related parties                                                   --              --
      Inventory                                                               369,944         251,534
      Other current assets                                                    133,412           4,425
                                                                         ------------    ------------
Total Current Assets                                                        1,547,566         259,458
                                                                         ------------    ------------

Property and equipment, net                                                   385,405            --
Goodwill                                                                    6,618,864            --
Investment DTNet                                                                 --              --
Investment Voipamericas                                                          --              --
Other assets                                                                   15,572            --
                                                                         ------------    ------------

TOTAL ASSETS                                                             $  8,567,407    $    259,458
                                                                         ============    ============


      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
      Accounts payable                                                   $  1,169,840    $       --
      Amounts due to affiliates                                                  --           151,166
      Other current liabilities                                               726,676            --
                                                                         ------------    ------------
Total Liabilities                                                           1,896,516         151,166
                                                                         ------------    ------------

Commitments and contingencies                                                    --              --

Stockholders' equity Common stock - $0.01 par value 
100,000,000 shares authorized
20,859,434 and 1,730,939 issued
and outstanding respectively                                                   20,859           1,731
Additional paid in capital                                                 11,885,049         731,208
Accumalitive deficit                                                       (5,235,017)       (624,647)
                                                                         ------------    ------------
Total stockholders' equity                                                  6,670,891         108,292
                                                                         ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $  8,567,407    $    259,458
                                                                         ============    ============


The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  The  accompanying
notes are an integral part of these financial statements.


                                       3






                                    VoIP Inc.
                                                                          
         Consolidated Statements of Operations and Comprehensive Income
      Nine and Three months ended September 30, 2004 and December 31, 2003
                                  (Unaudited)


                                             Nine months     Nine months    Three months    Three months
                                           ended September ended September ended September ended September
                                               30, 2004        30, 2003        30, 2004        30, 2003
                                            ------------    ------------    ------------    ------------
                                                                                         
 Revenues                                   $  1,015,065    $      5,075    $    929,767    $      4,291

 Cost of Sales                                   737,904           1,268         678,981           1,048
                                            ------------    ------------    ------------    ------------

 Gross Profit                                    277,161           3,807         250,786           3,243

 Operating expenses
      General and administrative expenses      4,887,531          57,428       4,430,175          25,238
                                            ------------    ------------    ------------    ------------

 Gain (Loss) from operations                  (4,610,370)        (53,621)     (4,179,389)        (21,995)

 Other income (expenses)                            --              --              --              --
                                            ------------    ------------    ------------    ------------

 Gain (Loss) before income taxes              (4,610,370)        (53,621)     (4,179,389)        (21,995)

 Provision for income taxes                         --              --              --              --
                                            ------------    ------------    ------------    ------------

 Net Gain (Loss)                            $ (4,610,370)   $    (53,621)   $ (4,179,389)   $    (21,995)
                                            ============    ============    ============    ============

Loss per weighted average share
of common stock outstanding
computed on net loss - basic and
fully diluted                               $      (0.42)   $      (0.03)   $      (0.21)   $      (0.01)

Weighted average number of
shares of common stock
outstanding-basic and fully
diluted                                       10,989,990       1,730,939      19,642,390       1,730,939




The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  The  accompanying
notes are an integral part of these financial statements.


                                       4






                                    VoIP Inc.
                      Consolidated Statements of Cash Flows
                  Nine months ended September 30, 2004 and 2003
                                   (Unaudited)




                                                     Nine months    Nine months 
                                                        ended          ended    
                                                    September 30,  September 30,
                                                         2004           2003
                                                     -----------    -----------

Cash flows from operating activities
        Net loss                                     $(4,610,370)   $   (53,621)
        Adjustments to reconcile net loss to net
        cash used in operating activities                   --             --
        Depreciation                                       2,964           --
        Common shares issued for services                344,166           --
        Warrants issued to employees                   3,520,000           --
        Changes in operating assets and liabilities
        net of assets and liabilities acquired
        Accounts receivable                               (4,583)          --
        Inventory                                        (37,580)         1,229
        Other current assets                             (76,760)        (5,801)
        Accounts payable                                 (10,618)          --
        Other current liabilities                         87,949           --
                                                     -----------    -----------
Net cash used in operating activities                   (784,832)       (58,193)
                                                     -----------    -----------

Cash flows from investing activities
        Cash from acquisitions                           104,862           --
        Purchase of property and equipment               (43,550)          --
        Purchase of other assets                         (13,092)          --
                                                     -----------    -----------
Net cash provided by investing activities                 48,220           --
                                                     -----------    -----------

Cash flows from financing activities
        Proceeds from sales of common stock            1,121,803         58,896
        Due to affiliates                               (151,166)          --
                                                     -----------    -----------
Net cash flow provided by financing activities           970,637         58,896
                                                     -----------    -----------

Net increase in cash                                     234,025            703

Cash at beginning of period                                3,499              9
                                                     -----------    -----------

Cash at end of period                                $   237,524    $       712
                                                     ===========    ===========

Supplemental cash flow information:
        Common stock issued for cash received
        by and services to affiliates                $   337,000    $      --
                                                     ===========    ===========



The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  The  accompanying
notes are an integral part of these financial statements.


                                       5




                                   VoIP, Inc.

                          Notes to Financial Statements



Note A - Organization and Description of Business

The  Company  was  incorporated  on August 3, 1998  under its  original  name of
Millennia Tea Masters, Inc. under the laws of the State of Texas.

The Company began  operations in October 1998 with its initial order of imported
teas from Sri Lanka,  has elected a year-end of December 31 and uses the accrual
method of accounting.

On April 13, 2004 the Company changed its name to VoIP, Inc. The Company and its
subsidiaries  develop and manufacture  innovative IP telephony  customer premise
equipment  in  addition  to premium  voice over the  internet  subscriber  based
telephony  services and state of the art long range WiFi  technology  solutions,
for residential and enterprise customers, including multimedia applications.

On February 27, 2004 the Company  entered into a stock  purchase  agreement that
provided for the sale of  12,500,000  shares of its common stock in exchange for
$12,500  and a  commitment  by the  purchaser  to  contribute  the assets of two
start-up companies,  eGloblaphone, Inc. and VOIP Solutions, Inc., which occurred
effective April 15, 2004.

On June 25, 2004, the Company closed the  acquisition  of VCG  Technology,  Inc.
d/b/a DTNet Technologies,  Inc. ("DTNet") a Florida corporation. The acquisition
took the form of the  issuance  of  2,500,000  shares of VoIP,  Inc.  restricted
common stock in exchange for all issued and  outstanding  shares of DTNet common
stock.

On August 4th, 2004, the Company issued 4,400,000  warrants to two executives to
acquire 4,400,000 shares at $1.00 per share.

Effective  September  1st,  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 the all issued and outstanding  shares of Voip Americas
common stock.


During interim periods, the Company follows the accounting policies set forth in
its Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 on Form 10-KSB  filed with the United  States  Securities  and  Exchange
Commission.  The  information  presented  herein may not include all disclosures
required by generally accepted accounting principles, and the users of financial
information  provided for interim  periods should refer to the annual  financial
information and footnotes  contained in its Annual Report pursuant to Section 13
or 15(d) of the  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing
the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 2004.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.
Actual results could differ from those estimates.


                                       6






Note B - Going Concern Uncertainty

The Company  commenced  operations during the fourth quarter of 1998 and focused
significant  resources during prior periods in procuring and importing inventory
and developing sales and  distribution  channels.  Accordingly,  the Company had
generated only minimal revenues through first quarter 2004.

Management has taken actions directly related to the acquisition of new business
concept  to  provide,  from  their  operations,  sufficient  working  capital to
preserve  the entity.  Management  anticipates  that the company will attempt to
obtain additional funds from private placements of debt and equity securities.

The revenues  through third quarter 2004 are  $1,015,065 and show an increase of
19,901% compared to the same period of 2003.

Accordingly,  with the  acquisitions  consummated  during last  quarters and the
projected  results  for the year,  management  considers  that the Company is no
longer in the development stage.

Note C - Summary of Significant Accounting Policies


1.   Principles of Consolidation
     ---------------------------

     The consolidated  financial  statements include the accounts of the Company
and its wholly owned  subsidiaries,  eGlobalPhone,  Inc., VoIP Solutions,  Inc.,
DTNet  Technologies,  Inc.,  and VoIP  Americas from their  respective  dates of
acquisition.  All significant  intercompany  balances and transactions have been
eliminated in consolidation.

2.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
hand and in banks, including accounts in book overdraft positions,  certificates
of deposit and other  highly-liquid  investments with maturities of three months
or less, when purchased, to be cash and cash equivalents.

Cash overdraft positions may occur from time to time due to the timing of making
bank deposits and releasing checks, in accordance with the Company's cash
management policies.

3.   Inventory
     ---------

     Inventory  consists of finished goods and is valued at the lower of cost or
market using the first-in, first-out method.

4.    Organization costs
     ------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up  Activities"  whereby all  organization  and
initial costs incurred with the incorporation and initial  capitalization of the
Company was charged to operations as incurred.

5.   Advertising expenses
     --------------------

     Advertising and marketing expenses are charged to operations as incurred.


                                       7




6.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
taxes.  At September 30, 2004 and December 31, 2003,  the deferred tax asset and
deferred tax liability  accounts,  as recorded when  material,  are entirely the
result of temporary differences.  Temporary differences represent differences in
the  recognition  of assets  and  liabilities  for tax and  financial  reporting
purposes.

     At September 30, 2004 and December 31, 2003 deferred tax assets are related
solely to the Company's net operating loss carry forward of approximately
$1,400,000 and $303,000, respectively, which is fully reserved. If these carry
forwards are not utilized, they will begin to expire in 2018.


7.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share are  computed by dividing  the net income
(loss) by the weighted-average number of shares of common stock and common stock
equivalents   (primarily   outstanding  options  and  warrants).   Common  stock
equivalents  represent  the  dilutive  effect  of the  assumed  exercise  of the
outstanding  stock options and warrants,  using the treasury  stock method.  The
calculation  of fully  diluted  earnings  (loss) per share  assumes the dilutive
effect of the  exercise  of  outstanding  options  and  warrants  at either  the
beginning of the respective period presented or the date of issuance,  whichever
is later.


Note D - Fair Value of Financial Instruments

     The carrying  amount of cash,  accounts  receivable,  accounts  payable and
notes  payable,  as  applicable,  approximates  fair value due to the short term
nature of these items and/or the current  interest  rates payable in relation to
current market conditions.

Note E - Related Party Transactions


     As of December  31,  2003,  the Company has amounts  payable to  affiliated
entities  and/or  officers  of  approximately   $151,000.   These  advances  are
unsecured, due upon demand and are non-interest bearing.


Note F - Acquisitions

     On May 25, 2004 (but effective for all purposes as of April 15, 2004),  the
Company   completed  the   acquisition   of  two   Florida-based   subsidiaries,
eGlobalphone,  Inc. and VoIP  Solutions,  Inc.  Contribution  of these  start-up
companies was the basis for the original  decision to issue a controlling  block
of shares of common stock to Mr. Ivester. eGlobalphone,  Inc. and VoIP Solutions
Inc. both Florida corporations.

     In June 2004,  the  Company  acquired  DTNet  Technologies,  Inc. a Florida
Corporation. The acquisition took the form of an exchange of 2,500,000 shares of
the company's common stock in exchange for all issued and outstanding  shares of
DTNet common  stock.  The Goodwill  amounting to  $5,210,563  is the  difference
between the fair market value of the DTNet assets as of the date of acquisition,
and the valuation of 2,500,000 Company shares at market value at that date.

     In September  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.
The Goodwill  amounting to $1,408,301 is the difference  between the fair market
value  of the  Voip  Americas  assets  as of the  date of  acquisition,  and the
valuation of 1,000,000 company shares at market value at that date.


                                       8



Note G - Warrants

On August 4th, 2004, the Company issued 4,400,000  warrants to two executives to
acquire 2,200,000 shares at $1.00 per share each. The additional compensation of
$3,520,000,  shown in General and  Administrative  expenses in the  Consolidated
Statement  of  Operations,  is the  difference  between the market  price of the
shares and the $1.00 purchase price.

Note H - Subsequent Events

On November 11th,  2004,  the Company  closed a  subscription  agreement to sell
1,937,500  shares of common  stock to four  investors  for net  proceeds  to the
Company of  approximately  $1,400,000.The  Company  also  issued  Class A 5 year
warrants to purchase a total of 589,250 shares at an exercise price of $1.75 per
share,  and Class B  warrants  to  purchase  a total of  968,700  shares  for an
exercise  price  of  $1.20  per  share  during  a 30 day  period  following  the
effectiveness  of a registration  statement to register the resale of all shares
issued.



                                       9




PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED

Following  the  summarized   unaudited  pro  forma  consolidated   statement  of
operations   for  the  nine  months  ended   September  30,  2004  assuming  the
acquisitions of eGlobalphone  Inc., VoIP Solutions,  Inc.,  DTNet  Technologies,
Inc.,  and Voip  Americas  had taken  place at the  beginning  of the year.  The
unaudited pro forma results are not necessarily indicative of future earnings or
earnings that would have been reported had the  acquisition  been completed when
assumed.

[GRAPHIC OMITTED][GRAPHIC OMITTED]


Footnotes to pro forma consolidated statement of operations - unaudited

1) Represents the results of operations form January 1, 2004 to April 15, 2004.
2) Represents the results of operations form January 1, 2004 to June 25, 2004.
3) Represents the results of operations form January 1, 2004 to August 31, 2004.



                                       10




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

The financial  information set forth in the following  discussion should be read
in conjunction with, and qualified in its entirety by, the financial  statements
of the Company included elsewhere herein.


(1)  Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)  Results of Operations

For the respective  quarters ended  September 30, 2004 and 2003, the Company had
revenues of $929,767 and $4,291.

For the  respective  nine month periods ended  September 30, 2004 and 2003,  the
Company had revenues of $1,015,065 and $5,075.

The significant  increase in revenues was provided primarily by Voipamericas and
DTNet. As mentioned in Note A, the company acquired DTNet Technologies,  Inc. in
June 2004 and Voipamericas in September 2004. DTNet provides  customer  premises
equipment to cable and DSL Internet  providers  throughout North America.  DTNet
sales were  approximately  $4.7 million in 2003.  Voipamericas  revenues for the
first nine months of the year were $1.4  million.  Management  believes that the
acquisitions of DTNet and Voipamericas will provide proven distribution channels
and  leadership  in  sales  throughout  the  Americas.  DTNet  and  Voipamericas
complement the company's strategy to deliver Voice over Internet Protocol over a
wireless local loop and deliver service provider solutions to cable operators.


Net losses for the respective  quarters  ended  September 30, 2004 and 2003 were
$4,179,389  and $21,955.  Net loss per share was  approximately  $0.21 and $0.01
respectively  for each period.  Total net losses for the respective  nine months
ended  September  30, 2004 and 2003 were  $4,610,370  and $53,621.  Net loss per
share was  approximately  ($0.42) and $(0.03)  respectively  for each nine month
period.  This included the one time event of the issuance of 4,400,000  warrants
to two  executives to acquire  2,200,000  Company  shares at $1.00 for each. The
difference  between the market  value and the $1.00  share price is  $3,520,000.
Additionally,  there is an increase of $ 884,937 in operating costs attributable
basically to start up operations.


(3)  Liquidity and Capital Resources

Liquidity  for the period from  inception  through  September  30, 2004 has been
mainly  provided  by sales of  common  stocks  through  private  placements  and
borrowing from affiliates.  Management has taken actions directly related to the
generation of product  sales during  calendar  2004 and  anticipates  that these
efforts  will be  sufficient  to provide  sufficient  resources  to sustain  its
operations during 2005.


                                       11



The Company  anticipates  that all working capital  requirements for the current
annual  period  will be  satisfied  from the  operation  of the  newly  acquired
business and the sales of additional common shares through private placements.

As mentioned  in Note H -  Subsequent  Events in the  financial  statements,  in
November the Company  formalized  funding in the amount of $1,550,000 by issuing
1,973,500 shares of common stock to four subscribers.



The plans of operations are as follows:

eGlobalphone  - a wholly owned  subsidiary  of VoIP Inc. 
The  Company  will  market its  scriber  bases  broadband  telephony  service to
business and residential  consumers through its eGlobalphone,  Inc.  subsidiary.
eGlobalphone   service  requires  that  customers  have  a  high-speed  Internet
connection  to their  home or  business.  A  growing  number of  households  and
business  both in the United  States and abroad have  access to these  broadband
connections   through  their  local  cable  or  Telephone   Company.   Broadband
penetration in the United States is about 58 percent and is expected to reach 70
percent by 2007.

The company plans to expand its service footprint monthly  concentrating primary
on the major United States  metropolitan areas. The company's plans is to launch
service  in over 200  markets by year's  end as part of VoIP,  Inc.'s  strategic
focus on IP-based communications services.  International markets will be opened
in parallel  with  domestic US markets,  but at a slower pace and only as market
demand is evidenced.  Even with the speed  constraints of such an  international
expansion,  it is anticipated  that a significant  portion of customers added to
the  network  will not be based in the  United  States.  Due to the nature of IP
telephony,  these markets are not  significantly  more complex to weave into the
existing  back-office  design,  though often there are regulatory issues in each
nation which must be managed appropriately.

eGlobalphone  plans to support the  marketing  of  eGlobalphone  Service with an
extensive  communications  campaign that will include mass market advertising on
television,  radio and in print and through direct mail,  virtual  marketing and
online  advertising in addition to an extensive network of resellers through out
the world. We have emphasized  sales in the  international  marketplace  through
resellers and wholesalers,  believing that the need for a less expensive service
is vital in many countries  globally.  We will seek  marketing  partners in each
country  that is  identified  as a potential  market in order to provide a local
presence. Manuals, interfaces, voice prompts, and operators will be tailored for
the  primary  language  of the  nationality,  and the sales  force will  operate
locally to provide  "high-touch"  comfort to these  localized  markets.  A major
opportunity for resale is being developed with a private retail wireless vendor,
to allow for a very  "high-touch"  interaction  with  customers.  This model has
proven to be  successful  in wireless  sales,  and it is believed  that the same
marketing  strategy  and  distribution  channel  will be  successful  for  other
telephony services that the company can offer consumers.


Customers can access the eGlobalphone  network for long-distance  telephony from
any high speed  Internet  connection  anywhere  in the world.  The  eGlobalphone
service provides a two line  patent-pending  MTA (Multimedia  Terminal  Adaptor)
with  built-in  router and many  enhanced  functions  such as Quality of Service
(QoS) bandwidth management,  failure-resistant backup systems, and low-bandwidth
codec  support.  The MTA is  manufactured  by iCable  System  Co.  Ltd. a Korean
company  that  is  contractually  tied  to  VoIPSolutions,  Inc a  wholly  owned
subsidiary of VoIP,  Inc. By having our own  propriety MTA with custom  designed
enhanced features we feel that we have a distinct advantage over our competition
based on  these  enhancements  and our  patent  pending  911  emergency  access.
eGlobalphone  is believed to be the only VoIP  (voice  over  internet  protocol)
company  offering  911  emergency  access  and  integration  with  the  existing
infrastructure  without  the use of a third  party  database.  This  proprietary
system utilizes an automated  switching  circuit to route the call to the user's
local emergency  service provider (911 call center) and will also "fail safe" in
the event of a power outage or Internet service interruption.


                                       12




There are  significant  new features that the company will introduce in the next
year which are currently under  development.  These features will further extend
the abilities of the platform to function as a flexible  telephony  tool for end
users and not merely be a replacement  for  traditional  telephony.  Much in the
same way that cell  phone  features  have  driven the  successful  launch of new
companies in the mobile  market,  eGlobalphone  believes that a  combination  of
features in the hardware and service will quickly develop the customer base.


VoIP Solutions, Inc. - a wholly owned subsidiary of VoIP Inc. The Company's VoIP
Solutions  subsidiary is an emerging  global  service  provider of Voice over IP
based  solutions  to  Internet  Service  Providers,  Telecommunications  Service
Providers and Cable  Operators in strategic  countries  around the world.  VoIP,
Inc,  through  its  subsidiary,   provides  a  comprehensive   portfolio  of  IP
multimedia-based  solutions ranging from subscriber based voice services, to SIP
based  infrastructure  design and  deployment,  to  broadband  customer  premise
equipment design and  implementation  services,  as well as engineering  design,
manufacturing and distribution of wireless broadband technology.  VoIP, Inc. has
applied for a patent for its state of the art VoIP Multimedia  Terminal  Adaptor
which today supports the FCC  Commission's  desire for VoIP providers to deliver
Emergency 911 Calling to the marketplace.


SERVICES (Virtual Service Provider)
-----------------------------------

VoIP, Inc. plans to support marketing of the VoIP-Solutions subsidiary with an
extensive communications campaign that will include mass market advertising
directly to industry leaders, and through direct mail, viral marketing and
online advertising in addition to an extensive network of value added resellers
through out the world. The biggest problem facing small carriers and cable
operators is that they lack the money to build a telephone network. Prior to
this year, getting into voice was considered capital and staff intensive, which
put it out of reach for small and medium-level operators, thus one of the
primary reasons that VoIP Solutions has been created. We have entered into the
market to offer the 'back office' infrastructure to make voice possible for
small and medium-sized cable companies, IPS's and MSO's. There are significant
cost savings provided by the economy of scale realized by combining many
operators into a single yet compartmentalized product offering. Each customer
remains in control of their customer base and product offerings, yet needs to
spend only a tiny fraction of what would be required to implement such a system
in-house. We term this product offering our "VSP" (Virtual Service Provider"
model.

More and more cable  companies want to get into phone service as a way to remain
competitive, especially as satellite companies and even local telephone carriers
are taking customers by offering video and high-speed Internet capability. It is
very  competitive  in the home  telephone  market and one of the reasons that we
have put so much emphasizes on our VSP model.  This product is a perfect fit for
the small and  medium-sized  cable  companies,  IPS's and MSO's allowing them to
maintain customer  ownership and increase revenues while eliminating the cost of
network  infrastructure  and the  learning  curve that is sometimes an expensive
lesson.

On July 14,  2004 the  company  announced  its first  Virtual  Service  Provider
partner;  and  continues to establish its products in a niche market with small-
and medium-sized cable companies, IPS's and MSO's. The company plans to add over
10 Virtual Service Provider partners by the December 31, 2004, year end.

We have emphasized sales in the international  marketplace through resellers and
wholesalers,  believing that the need for a less  expensive  service is vital in
many countries across the globe. We will seek marketing partners in each country
that is identified as a potential  market, in order to provide a local presence.
Manuals,  interfaces,  voice  prompts,  and  operators  will be tailored for the
primary language of the nationality, and the sales force will operate locally to
provide "high-touch" comfort to these localized markets.

Our experience in the IP networking and VoIP technology arenas allow us to offer
rapid  project  assessment  and  subsequent   deployment  of  a  voice  services
infrastructure  to a  customer  with  an  existing  IP  network  such  as an ISP
(Internet Service  Provider),  CLEC (Competitive  Local Exchange  Company),  PTT
(Public  Telephone  and  Telegraph)  and  PCO,  (Private  Cable  Operator.)  Our
solutions   involve   delivery  of   portions  of  a  SIP-based   infrastructure
(cost-effective media gateways,  transcoding  solutions,  SIP proxies) or a full
turn-key system with components that are custom designed to work with each other


                                       13


as parts of our outsourced  service offering  (Billing  system,  invoice system,
least-cost-routing,   rate   import/exports,   etc.)  Our  combined  technology,
expertise,  resources  within the  telephony  community,  and ability to provide
right-priced  solutions comprise a strong value combination for our customers as
they bring their existing base of Internet Users into a VoIP product line.




Services provided in a potential VoIP Solutions package to customer include:

          o        Billing systems/Platform                    
          o        Customer Premise Equipment (CPE)
          o        Service and application design
          o        Switching platforms
          o        Back Office/OSS systems
          o        Telephone number management applications
          o        Auto CPE provisioning systems
          o        Wholesale call termination
          o        Installation and training
          o        Support agreements
          o        Consultancy
          
HARDWARE
--------

Our strategy is to be a recognized  worldwide  leader in providing IP telephony,
customer  premise  equipment  in  addition  to premium  voice over the  Internet
subscriber based telephony  services.  Our VSP customers require extremely close
integration  of equipment  and  services,  so we have  designed and  implemented
provisioning  systems and device  firmware  that  matches our product  offerings
precisely.   However,  this  same  provisioning  and  firmware  design  is  also
applicable to other VOIP networks if appropriately marketed. Our experience with
various SIP (Session Initiation Protocol) customer premise devices has led us to
develop  specific  feature sets and innovative  designs which have  applications
outside  of our VSP  service  offering.  It is clear that  capturing  the entire
market with a combined service and hardware  platform is overly  ambitious,  but
there has been  significant  demand  for the  hardware  platform  by itself  for
integration  into enterprise or other  wholesale SIP solutions  offered by other
vendors.  Rather than deny that demand,  we have developed a marketing  strategy
that sells our hardware and  provisioning  systems as "standalone"  products for
those customers who have specific  requirements  for  high-quality  and scalable
volume customer premise equipment.


The  company  maintains  a stock  of all  VoIP-Solution's  products  for sale to
end-users,  carriers  and  resellers.  Included is the Flag Ship  product  "MTA"
(Multimedia Terminal Adaptor) the MTA's are manufactured with varying options to
meet the demands of today's network  operators for tomorrows future IP networks,
products include:



VoIP MTA (SIP)


o       MTA-102 - 2 lines VoIP

o       MTA-102C - 1 line VoIP, 1 line PSTN

o       MTA-102W - 2 lines VoIP / LAN (802.11b) or (g)

o       MTA-102CW - 1 line VoIP, 1 line PSTN / LAN (802.11b) or (g)

o       A201C - 1 line VoIP, 1 line PSTNMTA-A201W - 2 lines VoIP / LAN (802.11b)
                or (g)MTA-

o       A201CW - 1 line VoIP, 1 line PSTN / LAN (802.11b) or (g)


                                       14



The Company has developed intellectual property and software for the soft switch
platform and associated applications developed for the eGlobalphone service.
This includes source code for the switching servers and related application
servers. An agreement with Porta One provides access to software source code and
database schemas that permit custom application, layer development and
integration. Along with the billing and back office application, VoIP Solutions
can supply all of the components, services and customization to fully equip a
VoIP Telco.


VoIP Americas - a wholly owned subsidiary of VoIP Inc.

In September  2004,  VoIP,  Inc.  acquired VoIP  Americas,  a  Miami-based  firm
providing  services  and  long-distance  call  termination/origination  via VoIP
protocols.  Their  focus  has been to sell to  wholesale  and  large  enterprise
VoIP-enabled gateway operators as a cost-effective alternative to switched (TDM)
termination. Their products are as follows:

VoIP  Americas  is  firmly  committed  to  applying  state  of the art  business
practices  to all aspects of  operations  including a strong  alternate  channel
program  for  sales  and   marketing.   By   partnering   with  leading  IP  PBX
manufacturers,  distributors,  and  integrators  - VoIP Americas will be able to
easily  and  efficiently  target  this  lucrative  and  underserved  market.  By
enhancing  the  value  proposition  of  owning a next  generation  PBX,  channel
partners will be able to increase  adoption and enjoy residual  revenue streams.
In return, VoIP Americas will enjoy ready access to this explosive segment,  and
be able to leverage built-in VoIP adoption.


VoIP800(TM) & VoIPDID(TM)  

VoIP800(TM) and VoIPDID(TM)  allows emerging  carriers to offer US local numbers
and toll free numbers to their customer base.  The key  differentiator  of these
services is the instant on-line  provisioning,  which reduces the time to market
from months to minutes. Three service levels will be offered:

1. Basic -- Intended for the end-user or development phase for service provider.
This level of service  allows the user to provision a total of 10 DID's and toll
free  numbers.  2.  Service  Provider  Basic -- This option  allows an unlimited
number of DID's and Toll Free numbers. 3. Service Provider API--This will be the
most  complete  option  and will allow the  service  provider  to  display  VoIP
Americas'  inventory  of  numbers  to their  end  users,  and  have the  numbers
provisioned in real time.


Wholesale VoIP

VoIP Americas highest revenue  generating  product is  wholesalevoip(TM),  which
allows  emerging  carriers  from around the world to  terminate  US,  Canada and
International  traffic  via SIP and H323.  Setup is  performed  online  allowing
customers to interconnect  immediately.  Typical carrier  customers are small to
midsized ITSP firms seeking good rates and high quality of service. Often, it is
possible  for these  carriers to achieve  better  rates to directly  neighboring
nations  by  looping  their  calls  through  the  United  States  due to  volume
discounts,  which  means VoIP  Americas is  well-positioned  to  terminate  this
international traffic for existing customers as well as new customers brought on
by the VSP offering. The features of Wholesale VoIP are:

         o Immediate Provisioning
         o Real Time Billing
         o H323 and SIP support
         o Competitive Pricing
         o Low Volume Commitments



                                       15




Corporate VoIP

Perhaps the most exciting product offering in the line up,  corporatevoip(TM) is
intended  to fill the wide niche that is  currently  being  ignored by the large
traditional  TDM carriers.  This product is simply intended to provide dial tone
and termination services to existing users of IP PBX's via voiptrunking(TM) over
the  Internet.  While many service  providers  including  XO, MCI and Bell South
offer IP  Centrex,  the  existing  IP PBX  operator  has no  alternative  but to
provision  expensive  gateways,  typically  on PRI lines which cost  hundreds or
thousands of dollars per month depending on location and hardware  requirements.
The  corporatevoip(TM)  offering allows almost instant configuration of trunking
to  IP-enabled  PBX systems and  delivery of products  over  existing  broadband
corporate Internet connectivity. The advantages of the products are:

          o    Immediate self service on-line Provisioning
          o    Full Access to DID & Toll Free Inventory o Real Time CDR's
          o    "Try before you buy" - Service  has very  little cost  associated
               and does not require any physical provisioning.
          o    Extensive cost, and provisioning cycle savings for end user

Going  forward,  this product can easily be extended to support a VoIP Appliance
for legacy PBX users. This appliance can come in multiple  configurations  (FXS;
FXO; 1 T-1; 4 T-1's).  Sample production cost for the appliance is $1,100.00 for
1 T-1 configuration. Development and feature specifications on a product of this
type, if offered, are still pending.


The  combination  of  VoIP  Americas'   current   long-distance   contracts  and
infrastructure  are a  perfect  compliment  to the  VSP  offerings  of the  VoIP
Solutions VSP  offerings.  By bundling  minute  termination/origination  at even
better wholesale rates, plus hardware and back office, the customer is served by
this combined  offering on a single bill instead of  negotiating  separately for
each component.  VoIP Americas is currently blending its network and termination
infrastructure  with the rest of the Company,  and significant cost savings have
already been  realized  since  September  due to better  rates and  reduction of
redundant expenses.



DTNet Technologies Inc. - a wholly owned subsidiary of VoIP Inc.
DTNet  Technologies  Inc. is a primary importer and distributor of cable network
components,  cable modems,  ADSL modems,  wireless  products and other  Customer
Premise Equipment for the cable and Telco industries. Established in 1999, their
1000 plus clients include AT&T,  Comcast,  Cox Cable, Bell South, Time Warner as
well as regional and local Multiple Service Operators (MSO's). With the addition
of the products from VoIP,  Inc.,  specifically the Multi Media Terminal Adaptor
and the Virtual Service Provider solution, 2005 ales are projected to reach $7.5
million.  DTNet has  established  itself as a  respected  supplier  to the cable
industry. This includes a strong relationship with the National Cable Television
Cooperative (NCTC) representing over 1000 cable operator members.

VoIP Inc.  acquired 100% of DTNet on June 25, 2004 through a stock purchase.  In
addition to the existing  business and revenues,  the acquisition  provided VoIP
Inc.  with direct  access to a valuable  market and a nationwide  sales force to
sell  products  and  services  from other VoIP Inc.  companies.  There is also a
demand  within  the  group  for the  existing  products  distributed  by  DTNet.
Additionally,  the existing  customer base of DTNet  consists of firms which are
the primary  target for other VoIP,  Inc.  products.  This customer base and the
existing  relationships  that DTNet has developed is one of the primary benefits
of the acquisition strategy.

The strong 5 year relationship  DTNet has developed with the NCTC has positioned
DTNet to be a leader in  marketing  VoIP-Solutions,  Inc.  products and services
into this valuable  channel.  The NCTC is in the process of evaluating  DTNet as
the preferred VoIP vendor and contracts are in progress with over 20 members for
the  supply of  outsourced  services,  Customer  Premise  Equipment  (CPE),  and
wholesale long-distance,  local, and international call termination/origination.


                                       16



The desire of cable companies to diversify  their service  offerings to increase
their  revenue and  profitability  will be the  motivation  for  interest in the
combined  offerings  of DTNet and VoIP,  Inc.'s  newly  combined  abilities  and
product lines.

The Company  previously  announced  a joint  venture  arrangement  known as iMax
Solutions  with  iCable  Co.,  Ltd.  to market  iCable  products  in the Western
Hemisphere.  Such venture  required a $5 million capital  contribution  from the
Company in  exchange  for sales  contracts  and leads from  iCable that would be
divided 51% to VoIP and 49% to iCable. The Company determined that its resources
would be better  utilized by terminating  the arrangement and developing its own
wireless fidelity  technology through  proprietary  research and development and
smaller scale acquisitions.

On September 01, 2004 VoIP Inc.  negotiated the  relationship  with iCable for a
distribution  agreement  for North  America and South  America.  This  agreement
appoints  VoIP Inc. as the exclusive  distributor  for certain  iCable  products
including VoIP ADSL Modems A201, A201C,  A201W,  A201CW, VoIP Cable Modems C102,
C101C,  C102W,  C101CW, and MTAs G102, G102C,  G102W, and G101CW. As part of the
new  Agreement in  principle,  iCable is no longer  obliged to warrant the sales
revenue of iMax.  This  increases  VoIP Inc.'s holding to 100% of iMax Solutions
Inc.


Recent Developments
We  have  recently  made  a  number  of  announcements  regarding  key  business
development  milestones  that  should  start  to  materially  contribute  to our
revenues and profitability improvement during the last quarter of 2004.

On October 19, 2004, VoIP Inc. announced at the Fall VON 2004 conference that it
has  signed a  Virtual  Service  Provider  contract  with J & N Cable  Systems a
Private  Cable  Operator  (PCO) located in the western US serving 10 cities in 2
states. J & N Cable Systems will offer voice over IP (VoIP) telephone service to
its  customer  base,  allowing  those  customers  to  bypass  traditional  phone
companies,  signaling the start of a  technological  shift that could change the
cable  industry--one  of the biggest  and most  important  industries  in the US
economy.

On October 8, 2004,  VoIP Inc.  announced  the company  has been  awarded a VoIP
Service Provider Award by Technology Marketing  Corporation  (TMC(R))'s INTERNET
TELEPHONY(R) magazine at the INTERNET TELEPHONY Conference and EXPO Fall 2004 in
Los  Angeles.  The three day event is the largest  VoIP trade show in the world.
The INTERNET  TELEPHONY  VoIP Service  Provider  Award is presented to companies
whose VoIP visions have delivered on the promise of excellence for their clients
in a genuine and measurable way.

On October 7, 2004,  VoIP Inc.  announced  the company  has been  awarded a VoIP
Service Provider Award by Technology Marketing  Corporation  (TMC(R))'s INTERNET
TELEPHONY(R) magazine at the INTERNET TELEPHONY Conference and EXPO Fall 2004 in
Los  Angeles.  The three day event is the largest  VoIP trade show in the world.
The INTERNET  TELEPHONY  VoIP Service  Provider  Award is presented to companies
whose VoIP visions have delivered on the promise of excellence for their clients
in a genuine and measurable way.

On September 29, 2004, VoIP Inc.  announced that VoIP-Americas has been named to
the 2004  "pulver100" - which is the VoIP industry's  premiere listing of growth
companies   that   represent  the  future  of  the   communications   ecosystem.
VoIP-Americas has been named to the list due to its most prestigious  listing of
growth companies that represent the future of the communications ecosystem.

On September 24, 2004,  VoIP Inc.  announced a 1 million minute  increase in its
wholesale  traffic  division  VoIP-Americas.  VoIP  Americas  is a  wholly-owned
subsidiary of VoIP, Inc. and comprise the wholesale VoIP traffic division.

On September 15, 2004,  VoIP Inc.  announced that it's wholly owned  subsidiary,
VoIP  Solutions,  Inc.,  has  received  a  purchase  contract  for its  MTA-V102
Multimedia  Terminal  Adapters  valued at more than $1  million  (USD)  from FMC
Telecom of Davie, Florida. 


                                       17



On August 16, 2004,  VoIP Inc.  announced the expansion of its  residential  and
business Voice over Internet  Protocol (VoIP) phone service,  eGlobalphone.  The
expansion  includes  Texas,  Ohio,  Washington,  Pennsylvania,  North  Carolina,
Michigan,  Minnesota and Missouri.  The availability of the eGlobalphone Service
to residents and businesses in 8 additional states marks the commitment by VoIP,
Inc. the parent company of eGlobalphone to meet the needs of customers globally;
offering a high-tech alternative for their communications needs.

On July 14,  2004,  VoIP Inc.  announced  that it has  signed a Virtual  Service
Provider (VSP) Agreement with VOIP-4U, a United  Kingdom-based  Telco. Under the
Agreement,  VoIP Inc.  will supply their  proprietary  media  gateways for local
Interconnection with British Telecommunications service providers in addition to
supplying MTA's (Multimedia Terminal Adaptors) from its wholly owned subsidiary,
VoIP-Solutions Inc. Additional  equipment supplied will include ADSL Modems with
built in  Multimedia  Terminal  Adaptor & router  function  that  combines a DSL
modems with Voice.

On July 13, 2004,  VoIP,  Inc.  announced the unveiling of their Virtual Service
Provider (VSP) resale model for service  providers.  Using the  industry-leading
SIP protocol and a flexible back-end billing and call routing service, VoIP Inc.
today announced a new service for network service providers.  VoIP, Inc. will be
offering a complete Voice over Internet  Protocol  (VoIP)  solution that enables
Internet  service  providers to offer low cost VoIP services to their  customers
quickly and without the normal high cost of a program rollout.


Item 3.  Controls and Procedures

Within  the 90  days  prior  to the  filing  date of this  report,  the  Company
performed an evaluation of the  effectiveness of the design and operation of its
disclosure  controls and procedures  pursuant to Exchange Act Rule 13a-14.  This
evaluation  was done under the  supervision  and with the  participation  of the
Company's  President and Chief Financial  Officer.  Based upon that  evaluation,
they  concluded  that the  Company's  disclosure  controls  and  procedures  are
effective in gathering,  analyzing and disclosing  information needed to satisfy
the Company's  disclosure  obligations under the Exchange Act. The two executive
officers  responsible  for the financial  reporting and  disclosure  are also in
control of the books and records of the Company and are  involved  first hand in
the decision making process of material transactions.




                                       18





                           Part II - OTHER INFORMATION

Item 1 - Legal Proceedings

                                  SCHEDULE 5(h)
                                   LITIGATION


VOIP Corp. v. VoIP,  Inc., Case No.  04-CA-8140-35,  in the Circuit Court of the
Ninth  Judicial  Circuit,  Orange  County,  Florida.  Plaintiff  accuses VOIP of
deceptive  trade  practices and unfair  competition in using a name  deceptively
similar to Plaintiff's and seeks unspecified damages and injunctive relief. VoIP
intends to defend the case and believes it has  meritorious  defenses based upon
(i) VoIP,  Inc.  is  qualified  to do  business  in Florida  under the name VoIP
Holdings;  (ii) VoIP  also  conducts  business  in  Florida  under the name VoIP
Solutions;  (iii)  VoIP is a  generic  and  unprotectable  term - every  federal
trademark using "VOIP"  requires that the applicant  disaffirm any protection of
"VOIP";  (iv) there are 24 other Florida companies using the name "VOIP" as part
of its name; and (v) the original  Florida  corporation  known as "VOIP,  Inc.",
which predates the Plaintiff's name filing, is now owned by VoIP.


Item 2 - Changes in Securities

     The  following  unregistered  securities  have been issued during the third
quarter of 2004:

     Effective  July 2004,  registrant  issued  668,688 shares to six individual
existing  accredited  investors.  Also  effective July 2004,  registrant  issued
41,688 shares to four accredited individual investors.

     Effective  August 2004,  registrant  issued 50,000 shares to one individual
accredited investor in satisfaction of accounts payable totaling $50,000.

     Effective  August 2004,  registrant  issued 653,319 shares to 46 individual
accredited investors.

     Effective  September 10th,  2004,  registrant  issued  1,000,000  shares to
acquire all issues and outstanding shares of Voipamericas Inc., common stock.

     Effective September 2004, registrant issued 38,461 shares to one accredited
investor.

     All securities  described  herein were issued in  transactions  exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933

Item 3 - Defaults on Senior Securities

     None

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

     The Company has held no regularly scheduled,  called or special meetings of
shareholders during the reporting period.

Item 5 - Other Information

     None


                                       19



Item 6 - Exhibits and Reports on Form 8-K

 (a)  Exhibits


   No.       Description

31.1      Certification  by CEO  pursuant to 18 USC  Section  1350 as adopted by
          Section 302 of the Sarbanes-Oxley Act of 2002.

31.2      Certification  by CFO  pursuant to 18 USC  Section  1350 as adopted by
          Section 302 of the Sarbanes-Oxley Act of 2002.

32.1      Certification  by CEO  pursuant to 18 USC  Section  1350 as adopted by
          Section 906 of the Sarbanes-Oxley Act of 2002.

32.2      Certification  by CFO  pursuant to 18 USC  Section  1350 as adopted by
          Section 906 of the Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K

               Form 8-K filed with the SEC on July 07, 2004
               Form 8-K filed with the SEC on August 06, 2004
               Form 8-K filed with the SEC on September 13, 2004
               Form 8-K filed with the SEC on September 16, 2004


                                       20






                                   SIGNATURES

               In  accordance  with the  requirements  of the Exchange  Act, the
               registrant  caused  this report to be signed on its behalf by the
               undersigned, thereunto duly authorized.

                                               VoIP, INC.


November 12, 2004                              /s/ Steven Ivester
                                               ---------------------------------
                                               Steven Ivester
                                               President and CEO

                                               /s/ Osvaldo Pitters
                                               ---------------------------------
                                               Osvaldo Pitters
                                               Chief Financial Officer