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): December 10, 2004

                                   VoIP, Inc.
                              --------------------
             (Exact name of registrant as specified in its charter)


        Texas                         000-28985                  75-2785941
------------------------         --------------------        -------------------
(State of Incorporation)        (Commission File No.)          (IRS Employer
                                                             Identification No.)


         12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330
         --------------------------------------------------------------

           (Address of principal execute offices, including zip code)

                                 (954) 434-2000
                                 --------------
              (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 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))





ITEM 3.02         Unregistered Sale of Equity Securities

         On December 10, 2004,  Registrant issued five-year warrants to purchase
a total of  2,000,000  shares for an exercise  price of $2.75 per share,  to two
persons assisting Registrant with its investor relations program.  Such warrants
were issued  pursuant to exemption  under Section 4(2) of the  Securities Act of
1933.

ITEM 9.01         Financial Statements and Exhibits

         10.6.1   -        Stock Purchase Warrant issued to Ivano Angelaftri
         10.6.2   -        Stock Purchase Warrant issued to Ebony Finance


                                   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:    December 15 , 2004             VoIP, INC.
                                        (Registrant)

                                        By: /s/ Steven Ivester           
                                           -------------------------------------
                                           Steven Ivester
                                           President and Chief Executive Officer



















                                  EXHIBIT INDEX

Exhibit #

10.6.1   -        Stock Purchase Warrant issued to Ivano Angelaftri
10.6.2   -        Stock Purchase Warrant issued to Ebony Finance