Commission File No. 333-121211

                                                                  Rule 424(b)(3)


                                   PROSPECTUS



                                    4,349,000

                                     SHARES

                                   VoIP, INC.

                                  COMMON STOCK

                  -------------------------------------------

         The persons listed in this Prospectus under "Selling  Shareholders" may
offer and sell from time to time up to an aggregate  of 4,349,000  shares of our
common stock that they have  acquired or will acquire from us,  including  those
shares that may be acquired upon exercise of warrants granted by us. Information
on the  selling  shareholders,  and the times and manner in which they offer and
sell shares of our common stock,  is provided under "Selling  Shareholders"  and
"Plan of Distribution" in this Prospectus.

         We will not receive any  proceeds  fro the sale of the common  stock by
the selling shareholders. We will bear the costs and expenses of registering the
common stock offered by the selling shareholders. Selling commissions, brokerage
fees, and applicable transfer taxes are payable by the selling shareholders.

         Our  common  stock is listed  on the  Over-The-Counter  Bulletin  Board
("OTCBB") under the symbol "VOII").  On December 07, 2004, the closing bid price
for our common stock on the OTCBB was $1.56 per share.

         BEFORE  PURCHASING  ANY OF  THE  SHARES  COVERED  BY  THIS  PROSPECTUS,
CAREFULLY  READ AND CONSIDER THE RISK FACTORS  INCLUDED IN THE SECTION  ENTITLED
"RISK FACTORS"  BEGINNING ON PAGE 5 YOU SHOULD BE PREPARED TO ACCEPT ANY AND ALL
OF THE RISKS  ASSOCIATED WITH PURCHASING THE SHARES,  INCLUDING A LOSS OF ALL OF
YOUR INVESTMENT.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this Prospectus is January 5, 2005




                                                                 
         You should rely only on the information  contained in this  Prospectus.
We have not  authorized  any  other  person  to  provide  you  with  information
different from that contained in this Prospectus.  The information  contained in
this  Prospectus is complete and accurate only as of the date of the front cover
page of this  Prospectus,  regardless of the time of delivery of this Prospectus
or the sale of any common tock.  The  Prospectus is not an offer to sell, nor is
it an offer to buy, our common stock in any  jurisdiction  in which the offer or
sale is not permitted.

         We have not taken any action to permit a public  offering of our shares
of common  stock  outside of the United  States or to permit the  possession  or
distribution of this Prospectus outside of the United States. Persons outside of
the United  States  who came into  possession  of this  Prospectus  must  inform
themselves  about and observe any  restrictions  relating to the offering of the
shares of common stock and the  distribution of this  Prospectus  outside of the
United States.

















                                       2


                               PROSPECTUS SUMMARY

         The  following  summary is  qualified in its entirety by, and should be
read  in  conjunction   with,  the  more  detailed   information  and  financial
statements, including the notes, appearing elsewhere in this Prospectus.

                                  CERTAIN RISKS

         Detailed  information  about the risks of investing in the offering are
set forth in "Risk  Factors"  beginning on page 5.  Potential  investors  should
specifically be aware of the following:

         o        We have never achieved a profitable level of operations.

         o        For the past two fiscal years,  our auditors have  expressed a
                  qualified  opinion  on our  financial  statements,  expressing
                  substantial  doubts about our ability to continue operating as
                  a going concern.

         o        Our net losses in 2003 were $352,968.

         o        Our net losses for the period  ending  September 30, 2004 were
                  $4,610,370  versus a loss of  $53,621  for the same  period in
                  2003.

         o        As of September  30,  2004,  our working  capital  deficit was
                  $348,950 and our accumulated deficit was $5,235,017.

         o        We have relied upon sales of debt and equity securities,  many
                  to persons  related to  management,  to obtain enough funds to
                  continue operating.  Such sales amounted to $2,170,572 through
                  November 30, 2004.

         o        As of November 30, 2004, a total of 6,200,000 shares of common
                  stock are issuable  upon  exercise of warrants at rates as low
                  as $1.00 per share,  which will result in additional  dilution
                  to our common shareholders.

         o        There is an inactive  trading market in our common stock,  and
                  the market for our stock is illiquid and volatile.

                                   THE COMPANY

         VoIP,  Inc., a Texas  corporation,  is a holding  company of businesses
centered on the  development  and sale of technology,  services and products for
Voice-over-Internet Protocol (VOIP), wireless and multimedia applications.

         For a more detailed  discussion  of our history and our  business,  see
"Business and Properties"  beginning on page 16, and "Management  Discussion and
Analysis or Plan of Operation," beginning on page 24.

                                  THE OFFERING

         Up to 4,349,000  shares of our issued and outstanding  common stock are
being offered and sold by the selling  shareholders.  We will not receive any of
the proceeds from the sale of those shares. Such shares include 2,549,000 shares
sold in private placements to accredited investors from July 2004 until November
11, 2004 and 1,800,000 shares issuable upon exercise of stock purchase  warrants
granted in  connection  with the sale of the common  stock,  at exercise  prices
ranging from $1.20 to $1.75.

                              PLAN OF DISTRIBUTION

         Sales of common  stock may be made by or for the account of the selling
shareholders  in the  over-the-counter  market or on any  exchange  on which our
common stock may be listed at the time of sale. Shares may also be sold in block
transactions or private  transactions or otherwise,  through brokers or dealers.
Brokers  or  dealers  may be paid  commissions  or receive  sales  discounts  in



                                       3




connection  with  such  sales.  The  selling  shareholders  must pay  their  own
commission  and absorb the  discounts.  Brokers or dealers  used by the  selling
shareholders will be underwriters under the Securities act of 1933. In addition,
any selling shareholders that are a broker/dealer will be underwriters under the
Securities  Act with  respect to the common  stock  offered  hereby.  In lieu of
making sales through the use of this  Prospectus,  the selling  shareholders may
also make sales of the shares covered by this Prospectus pursuant to Rule 14 4or
Rule 144A under the Securities Act.

                         SELECTED FINANCIAL INFORMATION

Balance Sheet Data:                  September 30, 2004
                                            (unaudited)       December 31, 2003
                                        ------------------    ------------------
   Total assets                         $        8,567,407    $          259,458
   Long-term liabilities, net                         --                    --
   Total liabilities                             1,896,516               151,166
   Shareholders' equity                          6,670,891               108,292
                                                               
   
                                      Nine Months Ended               Year Ended
                                        September 30                  December 31,
                                 --------------------------    --------------------------
Statements of Operations Data:       2004           2003           2003           2002
                                 -----------    -----------    -----------    -----------
                                                                          
   Revenue                       $ 1,015,065    $     5,075    $     8,678    $     1,018
   Operating (loss)(1)            (4,610,370)       (53,621)      (101,434)       (61,926)
   Net (loss) (1)                 (4,610,370)       (53,621)      (352,968)       (61,926)
   Net (loss) per common share         (0.42)         (0.03)         (0.20)         (0.04)


         (1)      Includes $3,520,000 non-cash  compensation  expenses resulting
                  from  the  issuance  to  executive  officers  of  warrants  to
                  purchase 4,400,000 shares of common stock for $1.00 per share.


         See "Financial Statements" beginning on Page F-1.





















                                       4


                                  RISK FACTORS

         You should  carefully  consider each of the following  risk factors and
all of the other  information in this Prospectus.  If any of the following risks
and uncertainties develops into actual events, our business, financial condition
or results of operations  could be materially  and adversely  affected.  If that
happens, the trading price of our Shares could decline  significantly.  The risk
factors below contain  forward-looking  statements regarding our company. Actual
results  could  differ  materially  from those set forth in the  forward-looking
statements.

Cautionary Statement Regarding Forward-Looking Statements

         This Prospectus contains forward-looking  statements relating to events
anticipated to happen in the future. These forward-looking  statements are based
on the beliefs of our management, as well as assumptions made by and information
currently  available to our management.  Forward-looking  statements also may be
included in other  written and oral  statements  made or released by us. You can
identify forward-looking statements by the fact that they do not relate strictly
to historical or current facts.  The words  "believe,"  "anticipate,"  "intend,"
"expect," "estimate," "project" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements describe our expectations
today of what we believe is most likely to occur or may be reasonably achievable
in the future,  but they do not predict or assure any future  occurrence and may
turn out to be wrong.  Forward-looking  statements are subject to both known and
unknown risks and uncertainties and can be affected by inaccurate assumptions we
might make. Consequently, no forward-looking statement can be guaranteed. Actual
future  results may vary  materially.  We do not  undertake  any  obligation  to
publicly  update any  forward-looking  statements to reflect new  information or
future events or occurrences.  These  statements  reflect our current views with
respect to future  events and are subject to risks and  uncertainties  about us,
including, among other things:

         o        our  ability  to  market  our  services  successfully  to  new
                  subscribers;
         o        our ability to retain a high percentage of our customers;
         o        the possibility of unforeseen  capital  expenditures and other
                  upfront investments  required to deploy new technologies or to
                  effect new business initiatives;
         o        our ability to access markets and finance network developments
                  and operations;
         o        our  expansion,  including  consumer  acceptance  of new price
                  plans and bundled offerings;
         o        additions or departures of key personnel;
         o        competition,  including  the  introduction  of new products or
                  services by our competitors;
         o        existing and future laws or regulations affecting our business
                  and our ability to comply with these laws or regulations;
         o        our reliance on the Regional Bell operating  company's systems
                  and provisioning processes;
         o        technological innovations;
         o        the outcome of legal and regulatory proceedings;
         o        general economic and business conditions,  both nationally and
                  in the regions in which we operate; and
         o        other  factors  described in this  document,  including  those
                  described in more detail below.

         We caution  you not to place undue  reliance  on these  forward-looking
statements, which speak only as of the date of this document.



                      RISK FACTORS RELATED TO OUR INDUSTRY

Our business may be adversely affected by developments in the telecommunications
industry.

         Through the year 2000, the telecommunications  market experienced rapid
growth spurred by a number of factors,  including  deregulation in the industry,
entry of a large  number  of new  emerging  service  providers,  growth  in data
traffic and the availability of significant  capital from the financial markets.
Commencing in 2001 and continuing thereafter,  the  telecommunications  industry
experienced a reversal of some of these trends, marked by a sharp contraction in
the  availability  of capital,  dramatic  reductions in capital  expenditures by
service providers and financial  difficulties  and, in some cases,  bankruptcies
experienced  by  service  providers.   These  conditions  caused  a  substantial
reduction in demand for telecommunications equipment.



                                       5


         We expect the  developments  described  above to continue to affect our
business in the following manner:

         o        our ability to accurately forecast revenues is diminished;
         o        our revenues could be reduced; and
         o        we may incur losses because a high percentage of our operating
                  expenses are and will continue to be fixed in the short-term.

         Our  business,  operating  results  and  financial  condition  could be
materially and adversely affected by any one or a combination of the above.

The market for VoIP  products  for the new public  network is  evolving  and our
business will suffer if it does not develop as we expect.

         The market for our products is rapidly evolving. Our technology may not
be widely  accepted as a platform for voice and a viable market for our products
may not develop or be sustainable.  If this market does not develop, or develops
more  slowly  than  we  expect,  we may not be able  to  sell  our  products  in
significant volumes, or at all.

If we do not respond rapidly to technological  changes or to changes in industry
standards, our products could become obsolete.

         The market for VoIP  products  is likely to be  characterized  by rapid
technological change and frequent new product introductions. We may be unable to
respond  quickly  or  effectively  to  these  developments.  We  may  experience
difficulties  with  software  development,  hardware  design,  manufacturing  or
marketing that could delay or prevent our development, introduction or marketing
of new  products  and  enhancements.  The  introduction  of new  products by our
competitors,  the market  acceptance  of  products  based on new or  alternative
technologies  or the  emergence  of new  industry  standards  could  render  our
existing or future  products  obsolete.  If the standards  adopted are different
from those that we have chosen to support, market acceptance of our products may
be  significantly  reduced or delayed.  If our products  become  technologically
obsolete,  we may be unable to sell our products in the marketplace and generate
revenues.

                          RISKS RELATED TO OUR COMPANY

Our revenues have been generated from a limited number of customers, and we will
not be successful if we do not grow our customer base.

         To date, we have sold our products to a limited number of customers. To
be successful, we will need to greatly expand our customer base and users of our
products.

         The growth of our customer base could be adversely affected by:

         o        customer unwillingness to implement our new VoIP products;
         o        any delays or difficulties that we may incur in completing the
                  development  and  introduction  of  our  planned  products  or
                  product enhancements;
         o        new product introductions by our competitors;
         o        any failure of our products to perform as expected; or
         o        any  difficulty  we may incur in meeting  customers'  delivery
                  requirements.

         If we do not expand our customer base to include  additional  customers
that deploy our products in all of their  applications,  our  revenues  will not
grow significantly, or at all.



                                       6


We will not retain  customers or attract new  customers if we do not  anticipate
and meet specific  customer  requirements or if our products do not interoperate
with our customers' existing networks.

         To achieve  market  acceptance  for our products,  we must  effectively
anticipate,  and adapt in a timely manner to,  customer  requirements  and offer
products that meet changing customer demands.  Prospective customers may require
product  features and  capabilities  that our current  products do not have. The
introduction of new or enhanced  products also requires that we carefully manage
the transition  from older products in order to minimize  disruption in customer
ordering  patterns  and ensure that  adequate  supplies of new  products  can be
delivered to meet anticipated  customer  demand.  If we fail to develop products
and offer services that satisfy customer requirements,  or to effectively manage
the transition from older products, our ability to create or increase demand for
our products would be seriously  harmed and we may lose current and  prospective
customers.

         Many of our  customers  will  require  that our products be designed to
interface  with  their  existing  networks,  each of which  may  have  different
specifications.  Issues caused by an unanticipated lack of interoperability  may
result in significant  warranty,  support and repair costs, divert the attention
of our engineering  personnel from our hardware and software development efforts
and cause  significant  customer  relations  problems.  If our  products  do not
interoperate  with  those of our  customers'  networks,  installations  could be
delayed or orders for our products  could be  cancelled,  which would  seriously
harm our gross margins and result in loss of revenues or customers.

We may not become profitable.

         We have  incurred  significant  losses since our  inception  and, as of
September  30,  2004,  had an  accumulated  deficit of  $5,235,017.  We have not
achieved  profitability on an annual or quarterly basis and may incur additional
net losses in future  quarters  and years.  Our revenues may not grow and we may
not generate sufficient revenues to sustain profitability.

The  unpredictability  of our quarterly results may adversely affect the trading
price of our common stock.

         Our revenues and operating results will vary significantly from quarter
to quarter due to a number of factors, many of which are outside of our control
and any of which may cause our stock price to fluctuate. The primary factors
that may affect our revenues and results include the following:

         o        fluctuation in demand for our VoIP products and the timing and
                  size of customer orders;
         o        cancellations or deferrals of existing  customer orders or the
                  renegotiations of existing contractual commitments;
         o        the  length  and  variability  of  the  sales  cycle  for  our
                  products;
         o        new product  introductions and enhancements by our competitors
                  and us;
         o        timing  of  revenues   recognition   and  amount  of  deferred
                  revenues;
         o        changes in our pricing  policies,  the pricing policies of our
                  competitors and the prices of the components of our products;
         o        our ability to develop,  introduce  and ship new  products and
                  product  enhancements  that meet  customer  requirements  in a
                  timely manner;
         o        the mix of product configurations sold;
         o        our ability to obtain  sufficient  supplies of sole or limited
                  source components;
         o        our  ability to attain and  maintain  production  volumes  and
                  quality levels for our products;
         o        costs  related  to  acquisitions  of  complementary  products,
                  technologies or businesses; and
         o        general economic conditions,  as well as those specific to the
                  telecommunications, networking and related industries.

         Our operating  expenses are largely fixed in the  short-term  and, as a
result, a delay in generating or recognizing  revenues for the reasons set forth
above,  or for any other  reason,  could  cause  significant  variations  in our
operating results.  If revenues for a particular quarter are below expectations,
we may not be able to reduce operating expenses  proportionally for the quarter.
Any such revenue shortfall would,  therefore,  have a disproportionate effect on
our operating results for the quarter.



                                       7


         We believe that quarter-to-quarter comparisons of our operating results
are not a good indication of our future  performance.  It is likely that in some
future quarters,  our operating  results may be below the expectations of public
market analysts and investors. In this event, the price of our common stock will
probably substantially decrease.

We have  incurred  substantial  losses  resulting  from  issuance of warrants at
prices below the market value of the common stock.

         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.

If we fail to retain needed personnel,  the  implementation of our business plan
could slow or our future growth could halt.

         Our business depends upon highly-skilled engineering,  sales, marketing
and customer support personnel. Any failure to retain needed qualified personnel
could impair our growth.  Our future success depends upon the continued services
of  our  executive   officers  who  have  critical   industry   experience   and
relationships  that we rely  on to  implement  our  business  plan.  None of our
officers or key  employees is bound by  employment  agreements  for any specific
term.  The loss of the  services of any of our officers or key  employees  could
delay the development and introduction of, and negatively  impact our ability to
sell, our products.

We may face risks  associated  with  international  sales that could  impair our
ability to grow our revenues abroad.

         We intend to market  our  products  into  international  markets.  This
expansion will require significant  management attention and financial resources
to  successfully  develop  direct and indirect  international  sales and support
channels. In addition, we may not be able to develop international market demand
for our products,  which could impair our ability to grow our revenues.  We have
limited   experience   marketing,   distributing  and  supporting  our  products
internationally  and, to do so, we expect that we will need to develop  versions
of our products  that comply with local  standards.  Furthermore,  international
operations are subject to other inherent risks, including.

         o        greater difficulty  collecting  accounts receivable and longer
                  collection periods;
         o        difficulties and costs of staffing and managing  international
                  operations;
         o        the impact of differing technical standards outside the United
                  States
         o        the  impact of  recession  in  economies  outside  the  United
                  States;
         o        unexpected  changes in  regulatory  requirements  and currency
                  exchange rates;
         o        certification requirements;
         o        reduced  protection for  intellectual  property rights in some
                  countries;
         o        fluctuation in currency exchange rates;
         o        potentially adverse tax consequences; and
         o        political and economic instability

We are entirely  dependent upon our VoIP products and our future revenues depend
upon their commercial success.

         Our  future  growth  depends  upon the  commercial  success of our VoIP
products.  We intend to develop and introduce new products and  enhancements  to
existing  products  in  the  future.  We  may  not  successfully   complete  the
development or introduction of these  products.  If our target  customers do not
adopt,  purchase and successfully  deploy our current or planned  products,  our
revenues will not grow.

If we fail to compete  successfully,  our  ability to increase  our  revenues or
maintain profitability will be impaired.

         Competition in the  telecommunications  market is intense.  This market
has  historically  been  dominated  by  large  companies  that  possess  greater
resources  and operating  histories.  We will also face  competition  from other
large  telecommunications  and networking companies,  some of which have entered
our market by acquiring companies that design competing  products.  In addition,
several smaller and most private  companies have announced  products that target
the same market opportunities  similar to those we address.  Because this market
is rapidly evolving, additional competitors with significant financial resources
may enter these markets and further intensify competition.



                                       8


         Many  of our  current  and  potential  competitors  have  significantly
greater  selling and marketing,  technical,  manufacturing,  financial and other
resources.  Further,  some of our competitors sell significant  amounts of other
products  to our current  and  prospective  customers.  Our  competitors'  broad
product portfolios,  coupled with already existing relationships.  may cause our
customers  to buy our  competitors'  products or harm our ability to attract new
customers.

         To compete effectively, we must deliver products that:

         o        provide extremely high reliability and voice quality;
         o        scale easily and efficiently;
         o        interoperate  with existing network designs and other vendors'
                  equipment;
         o        provide effective network management;
         o        are  accompanied  by   comprehensive   customer   support  and
                  professional services; and
         o        provide a  cost-effective  and  space-efficient  solution  for
                  service providers.

         If we are unable to compete successfully against our current and future
competitors, we could experience price reductions, order cancellations,  loss of
revenues and reduced gross margins.

We depend upon contract  manufacturers and any disruption in these relationships
may  cause  us to fail to meet the  demands  of our  customers  and  damage  our
customer relationships.

         We rely on a small number of contract  manufacturers to manufacture our
products  according to our  specifications and to fill orders on a timely basis.
Our  contract  manufacturers  provide  comprehensive   manufacturing   services,
including  assembly of our products and  procurement  of materials.  Each of our
contract  manufacturers  also builds  products for other  companies  and may not
always have sufficient  quantities of inventory  available to fill our orders or
may not  allocate  their  internal  resources  to fill these  orders on a timely
basis. We do not have long-term supply contracts with our manufacturers and they
are not required to manufacture products for any specified period.  Qualifying a
new  contract  manufacturer  and  commencing   commercial-scale   production  is
expensive and time consuming and could result in a significant  interruption  in
the supply of our  products.  If a change in contract  manufacturers  results in
delays of our fulfillment of customer orders or if a contract manufacturer fails
to make timely delivery of orders, we may lose revenues and suffer damage to our
customer relationships.

We and our  contract  manufacturers  rely on a single or limited  source(s)  for
supply of some components of our products,  and if we fail to adequately predict
our  manufacturing  requirements or if our supply of any of these  components is
disrupted, we will be unable to shop our products.

         We and  our  contract  manufacturers  currently  purchase  several  key
components of our products  from single or limited  sources.  We purchase  these
components  on  a  purchase  order  basis.  If  we  overestimate  our  component
requirements, we could have excess inventory, which would increase our costs. If
we underestimate our requirements,  we may not have adequate supply, which could
interrupt  manufacturing  of our products and result in delays in shipments  and
revenues.

         We currently do not have long-term  supply contracts with our component
suppliers and they are not required to supply us with products for any specified
periods,  in any  specified  quantities  or at any set  price,  except as may be
specified in a particular  purchase order. In the event of a disruption or delay
in supply,  or  inability to obtain  products,  we may not be able to develop an
alternate source in a timely manner or at favorable prices, or at all. A failure
to find  acceptable  alternative  sources  could  hurt our  ability  to  deliver
high-quality  products to our  customers  and  negatively  affect our  operating
margins.  In  addition,  our reliance on our  suppliers  exposes us to potential
supplier production difficulties or quality variations.  Our customers rely upon
our ability to meet committed  delivery dates,  and any disruption in the supply
of key  components  would  seriously  impact our ability to meet these dates and
could result in legal action by our customers,  loss of customers or harm to our
ability to attract new customers.


                                       9


If we are not able to obtain  necessary  licenses of  third-party  technology at
acceptable prices, or at all, our products could become obsolete.

         From time to time, we may be required to license  technology from third
parties to develop new products or product  enhancements.  Third-party  licenses
may  not  be  available  or  continue  to be  available  to  us on  commercially
reasonable  terms.  The  inability  to maintain or  re-license  any  third-party
licenses  required in our  current  products,  or to obtain any new  third-party
licenses to develop new products and product  enhancements  could  require us to
obtain  substitute  technology of lower quality or  performance  standards or at
greater  cost,   and  delay  or  prevent  us  from  making  these   products  or
enhancements,  any of which  could  seriously  harm the  competitiveness  of our
products.

Our ability to compete and our business could be jeopardized if we are unable to
protect our  intellectual  property or become subject to  intellectual  property
rights litigation, which could require us to incur significant costs.

         We currently rely on a combination of patent, copyright,  trademark and
trade secret laws and  restrictions  on disclosure  to protect our  intellectual
property  rights.  Despite  our  efforts  to  protect  our  proprietary  rights,
unauthorized  parties  may  attempt  to copy  or  otherwise  obtain  and use our
products, services or technology. Monitoring unauthorized use of our products is
difficult  and we cannot be certain  that the steps we have  taken will  prevent
unauthorized use of our technology,  particularly in foreign countries where the
laws may not protect our proprietary rights as fully as in the United States. If
competitors are able to use our technology,  our ability to compete  effectively
could be harmed.

         In addition, we may receive inquiries from other patent holders and may
become subject to claims that we infringe their  intellectual  property  rights.
Any parties asserting that our products  infringe upon their proprietary  rights
would force us license  their  patents for  substantial  royalty  payments or to
defend  ourselves  and  possibly  our  customers  or contract  manufacturers  in
litigation.  These claims and any resulting licensing arrangement or lawsuit, if
successful,  could subject us to significant  royalty  payments or liability for
damages and invalidation of our proprietary  rights. Any potential  intellectual
property litigation also could force us to do one or more of the following:

         o        stop selling, incorporating or using our products that use the
                  challenged intellectual property;
         o        obtain from the owner of the infringed  intellectual  property
                  right a license to sell or use the relevant technology,  which
                  license may not be available on reasonable  terms,  or at all;
                  or
         o        redesign  those  products  that use any  allegedly  infringing
                  technology.

         Any lawsuits  regarding  intellectual  property  rights,  regardless of
their success,  would be  time-consuming,  expensive to resolve and would divert
our management's time and attention.

Any investments or acquisitions we make could disrupt our business and seriously
harm our financial condition.

         We have made four acquisitions, and we intend to consider investing in,
or acquiring,  complementary products,  technologies or businesses. In the event
of future investments or acquisitions, we could:

         o        issue  stock  that  would  dilute  our  current  shareholders'
                  percentage ownership;
         o        incur debt or assume liabilities;
         o        incur significant  impairment charges related to the write-off
                  of goodwill and purchased intangible assets;
         o        incur significant  amortization  expenses related to purchased
                  intangible assets; or
         o        incur large and immediate  write-offs for in-process  research
                  and development and stock-based compensation.

         Our  integration of any acquired  products,  technologies or businesses
will also involve numerous risks, including:

         o        problems and unanticipated costs associated with combining the
                  purchased products, technologies or businesses;



                                       10


         o        diversion of management's attention from our core business;
         o        adverse  effects  on  existing  business   relationships  with
                  suppliers and customers;
         o        risks  associated  with  entering  markets  in  which  we have
                  limited or no prior experience; and
         o        potential  loss of key  employees,  particularly  those of the
                  acquired organizations.

         We may be unable to successfully integrate any products,  technologies,
businesses or personnel that we might acquire in the future without  significant
costs or disruption to our business.

If we are subject to  employment  claims,  we could incur  substantial  costs in
defending ourselves.

         We may become subject to employment  claims in connection with employee
terminations.  In addition,  companies in our industry  whose  employees  accept
positions with competitors  frequently claim that their competitors have engaged
in unfair hiring practices.  These claims may result in material litigation.  We
could incur substantial  costs defending  ourselves or our employees again those
claims, regardless of their merits. In addition,  defending ourselves from those
types of claims could divert our management's attention from our operations.  If
we are found  liable  in  connection  with any  employment  claim,  we may incur
significant  costs  that could  adversely  impact our  financial  condition  and
results of operations.

The Company is substantially controlled by its management.

         As of November 30, 2004,  the  executive  officers,  key  employees and
directors of the Company and their family  members and  associates  beneficially
owned approximately 68% of the shares of outstanding common stock.  Accordingly,
and because there is no cumulative voting for directors,  our executive officers
and  directors  will be in a  position  to  influence  the  election  of all the
directors  of the  Company and to control  through  their  stock  ownership  the
business of the Company.

                           RISKS RELATED TO OUR STOCK

We may  seek  to  raise  additional  capital  in the  future,  which  may not be
available to us, and if it is available,  may dilute the ownership of our common
stock.

         In the future,  we may seek to raise additional funds through public or
private debt or equity financings in order to:

         o        fund ongoing operations and capital requirements;
         o        take   advantage  of   opportunities,   including  more  rapid
                  expansion   or   acquisition   of   complementary    products,
                  technologies or businesses;
         o        develop new products; or
         o        respond to competitive pressures.

         Any additional  capital raised through the sale of convertible  debt or
equity may  further  dilute an  investor's  percentage  ownership  of our common
stock.  Furthermore,  additional  financings  may  not  be  available  on  terms
favorable to us, or at all. A failure to obtain additional funding could prevent
us from  making  expenditures  that  may be  required  to grow or  maintain  our
operations.

Our stock price has been any may continue to be volatile.

         The market for  technology  stocks in general  and our common  stock in
particular,  has been and will likely  continue to be  extremely  volatile.  The
following  factors could cause the market price of our common stock to fluctuate
significantly:

         o        the addition or loss of any major customer;
         o        changes in the  financial  condition  or  anticipated  capital
                  expenditure  purchases  of any  existing  or  potential  major
                  customer;
         o        quarterly variations in our operating results;
         o        changes in financial estimates by securities analysts;
         o        speculation in the press or investment community;



                                       11


         o        announcements   by  us  or  our   competitors  of  significant
                  contracts,   new   products  or   acquisitions,   distribution
                  partnerships, joint ventures or capital commitments;
         o        sales of  common  stock or  other  securities  by us or by our
                  shareholders in the future;
         o        securities and other litigation;
         o        announcement  of a stock split,  reverse  stock  split,  stock
                  dividend or similar event;
         o        economic conditions for the telecommunications, networking and
                  related industries; and
         o        worldwide economic instability.

We do not expect to pay dividends.

         We do not  anticipate  paying any cash dividends on our common stock in
the foreseeable  future. We intend to retain profits, if any, to fund growth and
expansion.

                                 USE OF PROCEEDS

         WE WILL NOT  RECEIVE  ANY  PROCEEDS  FROM THE SALE OF THE COMMON  STOCK
OFFERED BY THIS  PROSPECTUS.  THE SELLING  SHAREHOLDERS  WILL RECEIVE ALL OF THE
PROCEEDS.

         We, however,  will receive funds upon any exercise of the warrants held
by the selling  shareholders.  If any of such  warrants are  exercised,  we will
receive the exercise price for the warrants. Any funds received upon exercise of
the  warrants  will be applied to our  working  capital  needs.  There can be no
assurance that any of the warrants will be exercised.

                              SELLING SHAREHOLDERS

         We have  agreed  to  register  4,349,000  shares of our  common  stock,
beneficially  owned by the selling  shareholders.  These shares were acquired or
will be  acquired  by the selling  shareholders  pursuant  to private  placement
offerings of our securities  (the  "Placements")  completed in November 2004 and
the warrants issued under the Placements. Included in the total number of shares
we are registering for resale up to 1,800,000  shares of common stock and may be
issued  upon  the  exercise  of  warrants  issued  to  certain  of  the  selling
shareholders.  The  shares of  common  stock  beneficially  owned by each of the
selling  shareholders are being registered to permit public secondary trading of
these  shares,  and the selling  shareholders  may offer these shares for resale
from time to time. See "Plan of Distribution."

         The following  table sets forth the names of the selling  shareholders,
the  number of  shares  of  common  stock  owned  beneficially  by each  Selling
Shareholder as of November 17, 2004 and the number of shares that may be offered
pursuant to this Prospectus. Except as may be identified in the footnotes to the
table, none of the selling  shareholders has, or within the past three years has
had,  any  position,  office  or  material  relationship  with  us or any of our
predecessors or affiliates.  The table has been prepared based upon  information
furnished to us by or on behalf of the selling shareholders.

         The selling  shareholders  may decide to sell all, some, or none of the
shares of commons tock listed below.  We cannot provide you with any estimate of
the number of shares of common stock that any of the selling  shareholders  will
hold in the future.

         For  purposes of this table,  beneficial  ownership  is  determined  in
accordance  with the rules of the SEC, and includes  voting power and investment
power with respect to such shares. All percentages are approximate.

         As explained below under "Plan of Distribution", we have agreed to bear
certain  expenses  (other  than broker  discounts  and  commissions,  if any) in
connection with the registration statement, which includes this Prospectus.




                                       12



                                                            
                                                              Number   Number of
                                                            of Shares    Shares       
                              Shares Beneficially Owned    Subject to   Offered      Shares Beneficially  
  Selling Shareholder             Prior to Offering         Warrants     Hereby    Owned After the Offering
  -------------------            Number       Percent       --------     ------      Number       Percent
                                 ------       -------                                ------       -------
                                                                                         
Alpha Capital AG (1)            1,125,000       4.8%        500,000    1,125,000          0          *
Cordillera Fund Ltd. (2)        1,125,000       4.8%        500,000    1,125,000          0          *
Stuart Kosh (3)                  672,727        2.9%        250,000      602,500     70,227          *
Whalehaven Capital Fund (4)      675,000        2.9%        300,000      675,000          0          *
Stonestreet Limited                                                                                  
Partnership (5)                  562,500        2.4%        250,000      562,500          0          *                       
Peter Proly                      137,500       *                  0       40,000     97,500          *                      
David L. Ebershoff                85,000       *                  0       25,000     60,000          *                  
William Jones                     25,000       *                  0       25,000          0          * 
John H. Trescot Jr.               64,000       *                  0       25,000     39,000          * 
W. W. Gay                         65,000       *                  0       25,000     40,000          * 
Harold E. Gear                    85,000       *                  0       25,000     60,000          *     
Daniel J. Russell                 75,000       *                  0       10,000     65,000          *     
Thomas Reeves                     38,461       *                  0       12,000     26,461          *     
Edward Ruiz                       38,461       *                  0        5,000     33,461          *     
Steve Litton                      87,500       *                  0        9,000     78,500          *     
Donna Wiegel                      30,769       *                  0        5,000     25,769          *     
Jeff Roberts                      20,000       *                  0        2,500     17,500          *     
Larry Doxtater                    30,769       *                  0        1,000     29,769          *     
Chance Litton                     12,500       *                  0        1,000     11,500          *     
Lacey J. Litton                   12,500       *                  0        1,000     11,500          *     
Gordon Roberts                     6,000       *                  0        2,000      4,000          *     
Leigh Trescot                      7,000       *                  0        2,000      5,000          *     
Marvin O'Dell                     12,000       *                  0        2,000     10,000          *     
Tammy Roberts                      2,000       *                  0        1,000      1,000          *     
C. Ben Bates Jr.                   4,000       *                  0        1,000      3,000          *     
Nancy J. Trescot                  10,000       *                  0        1,000      9,000          *     
Shauna Masin                       5,000       *                  0        1,000      4,000          *     
Connie Krupka                      3,000       *                  0        2,000      1,000          *     
David H. Arrington                 3,300       *                  0        1,000      2,300          *     
Eliot Appel                        5,000       *                  0        1,000      4,000          *     
Raymond B. Bunton                  3,000       *                  0        1,000      2,000          *    
Ronald E. Clark                    3,000       *                  0        1,000      2,000          *     
Thomas E. Thornhill                3,000       *                  0        1,000      2,000          *     
Van Noy Thornhill                  3,000       *                  0        1,000      2,000          *     
Scott Taylor                      30,769       *                  0        1,500     29,269          *     
David Rouen                       80,000       *                  0        4,000     76,000          *     
Edward Orski                      61,538       *                  0        3,000     58,538          *    
Willy Wilhelmsen                  25,000       *                  0        2,000     23,000          *     
David S. Trescot                   2,000       *                  0        1,000      1,000          *     
Tom P. Glosser                    10,000       *                  0        1,000      9,000          *     
Nelsen Teague                     15,384       *                  0        1,000     14,384          *     
Shami Inc                         15,384       *                  0        1,000     14,384          *     
Kelley Smith                       2,000       *                  0          500      1,500          *     
Don Jackson                        7,692       *                  0          500      7,192          *     
John Sutton                       23,076       *                  0        1,000     22,076          *     
Raymond Real                       7,692       *                  0          500      7,192          *     
August Lichtner                    7,692       *                  0          500      7,192          *     
Emmett Tedesco                     7,692       *                  0          500      7,192          *     
Rosemarie Miller                  15,384       *                  0        1,000     14,384          *     
Paul Arita                        15,384       *                  0        1,000     14,384          *     
Theodore Bourneuf                 11,692       *                  0        1,000     10,692          *     
Richard Gomrick                    7,692       *                  0          500      7,192          *     
                                                                                                   
                                                                                                   
                                                                                                   
                                       13                                                          
                                                                                             
                                                                                                   
William Tyson                      4,615       *                  0          500      4,115          *     
Tyresa Tyson                       4,615       *                  0          500      4,115          *     
Sue Alvis                          7,692       *                  0          500      7,192          *     
Otis Hubbard                      15,384       *                  0        1,000     14,384          *     
Harvey Lowenstein                  7,692       *                  0          500      7,192          *     
John Sutton                       23,076       *                  0        1,000     22,076          *     
Lawrence Broderick                 7,692       *                  0          500      7,192          *     
Jerrrey Butler                     9,230       *                  0          500      8,730          *     
Edwin Spencer                      5,000       *                  0          500      4,500          *     
Charles Obermeyer                  5,000       *                  0          500      4,500          *     
William Bergeron                  10,000       *                  0        1,000      9,000          *     
Muddy Waters                      50,000       *                  0        1,000     49,000          *
TOTAL                          5,533,054       *          1,800,000    4,349,000  1,184,054          *
                                                            
--------------------------
*        Less than one percent.
(1)      Alpha   Capital  AG  is  a   Liechtenstein   corporation.   The  shares
         beneficially  owned consist of 625,000 shares of common stock,  187,500
         warrants   exercisable   at  $1.75  per  share  and  312,500   warrants
         exercisable  at $1.20 per  share.  Alpha  Capital AG has  informed  the
         Company that Konrad  Ackerman has  dispositive and voting power for all
         of its shares in the Company.
(2)      Cordillera  Fund  Ltd.  is a  Texas  limited  partnership.  The  shares
         beneficially  owned consist of 625,000 shares of common stock,  187,500
         warrants   exercisable   at  $1.75  per  share  and  312,500   warrants
         exercisable at $1.20 per share.  Cordillera  Fund Ltd. has informed the
         Company that James Andrew or Stephen Carter have dispositive and voting
         power for all of its shares in the Company.
(3)      Consists of 352,500 shares of common stock, 93,750 warrants exercisable
         at $1.75 per  share,  and  156,250  warrants  exercisable  at $1.20 per
         share.
(4)      Whalehaven Capital Fund is a Bermuda company.  The shares  beneficially
         owned  consist  of 375,000  shares of common  stock,  112,500  warrants
         exercisable  at $1.75 per share and  187,500  warrants  exercisable  at
         $1.20 per share.  Whalehaven Capital Fund has informed the Company that
         Michael  Finkelstein  has  dispositive  and voting power for all of its
         shares in the Company.
(5)      Stonestreet  Limited Partnership is a Canada Limited  Partnership.  The
         shares  beneficially  owned consist of 312,500  shares of common stock,
         93,750  warrants  exercisable  at $1.75 per share and 156,250  warrants
         exercisable  at 1.20 per share.  Stonestreet  Limited  Partnership  has
         advised the Company that Michael Finklestein has dispositive and voting
         power for all of its shares in the Company.

                              PLAN OF DISTRIBUTION

         The shares may be sold from time to time by the selling shareholders or
by pledges, donees,  transferees or other successors in interest. Such sales may
be made in the  over-the-counter  market or on any stock  exchange  on which the
common  stock of the Company may be listed at the time of sale or  otherwise  at
prices and terms then prevailing or at prices related to the then current market
price, or in negotiated  transactions.  The shares may be sold by one or more of
the following:

         o        ordinary  brokerage  transactions and transaction in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

         o        an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

         o        privately-negotiated transactions;

         o        broker-dealers may agree with the selling shareholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;


                                       14


         o        a combination of any such methods of sale; and

         o        any other method permitted pursuant to applicable law.

         The selling  shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         Broker-dealers  engaged by the  selling  shareholders  may  arrange for
other  broker-dealers  to  participate  in  sales.  Broker-dealers  may  receive
commissions or discounts from the selling shareholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated.  The  selling  shareholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

         We have  agreed  to pay for all  costs  and  expenses  incident  to the
issuance,  offer, sale and delivery of the shares of common stock offered by the
selling shareholders,  including all expenses and fees of preparing,  filing and
printing  the  registration  statement  and  prospectus  and  related  exhibits,
amendments and  supplements  thereto and mailing of such items.  We will not pay
sales or brokerage  commissions or discounts with respect to sales of the shares
offered by the selling shareholders.

         Any  broker-dealers  or agents that are  involved in selling the shares
are  "underwriters"  within the meaning of the Securities Act in connection with
such sales. In such event, any commissions  received by such  broker-dealers  or
agents  and any  profit on the  resale of the  shares  purchased  by them may be
deemed to be underwriting  commissions or discounts under the Securities Act. No
selling shareholder is a registered broker dealer.

         We  are  required  to  pay  all  fees  and  expenses  incident  to  the
registration of the shares,  including fees and  disbursements of counsel to the
selling  shareholders,   but  excluding  brokerage  commissions  or  underwriter
discounts.  We have agreed to indemnify the selling shareholders against certain
losses, claims, damages and liabilities under the Securities Act.

                         DIVIDEND POLICY AND MARKET DATA
Dividends

         We have no current plans to pay any future cash dividends on the common
stock.  Instead, we intend to retain all earnings,  other than those required to
be paid to the holders of the preferred  stock,  to support our  operations  and
future growth.  The payment of any future  dividends on the common stock will be
determined  by the  Board  of  Directors  based  upon  our  earnings,  financial
condition  and cash  requirements,  possible  restrictions  in future  financing
agreements, if any, business conditions and such other factors deemed relevant.

Market Information

         The common stock is traded on the Over-the-Counter Bulletin Board under
the symbol VOII.  The  quotations  below reflect  inter-dealer  prices,  without
retail   markup,   markdown  or  commissions   and  may  not  represent   actual
transactions.  The following table shows the bid price range of our common stock
for the time periods indicated:

              FROM              TO                HIGH            LOW
            1/1/2002          12/31/2003          *               *
            1/1/2004          3/31/2004           0.85            0.80
            4/1/2004          6/30/2004           6.75            1.35
            7/1/2004          9/30/2004           3.20            1.10
         ---------------------------
         *        Trading in the shares of our  predecessor was sporadic and did
                  not produce reported quotations.




                                       15


Holders

         As of September 30, 2004, there were  approximately 220 shareholders of
record and an unknown number of beneficial holders holding through brokers.

                             BUSINESS AND PROPERTIES

General

         VoIP, Inc. a Texas corporation formerly known as Millennia Tea Masters,
Inc. is a development stage holding company for businesses in two segments.  The
first  segment is the Company's  historical  business of importing and selling a
line of fine teas,  which  business we are  ceasing.  The second  segment is the
development  and sale of  technology,  services  and  products  for  voice  over
Internet (VoIP), wireless and multimedia applications.

         To date our  sales  have been  minimal  and we are  characterized  as a
development  stage company.  Millennia Tea Masters,  Inc. began business in 1998
selling  its line of teas  imported  from Sri  Lanka.  Absence  of  capital  and
personal forced the company to concentrate its order efforts via direct mail and
the  Internet.  Management  of the Company was  receptive to an  opportunity  to
expand its business into one or more activities providing greater  opportunities
for growth.

         On  March  1,  2004,  Millennia  announced  that  it  had  accepted  an
unsolicited  offer to issue a  controlling  block of common stock to an investor
wishing to  contribute  his  business  assets,  intellectual  property and sales
opportunities  to a publicly traded  company.  On February 27, 2004, the Company
issued 12,500,000 shares  representing  87.8% of shares  outstanding in exchange
for $12,500  with the  agreement  to  contribute  two  companies  to engage in a
specialty telecommunications business as described below.

         The Company  then moved its  headquarters  from  Dallas,  Texas to Fort
Lauderdale,  Florida  and  underwent  a change  in the  Board of  Directors  and
management.

Products and Services

         The Company will market its Voice over IP 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  in about 25 new
markets 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. 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. The Company's goal is to sign up 2.3
million  business  and  consumer  customers  by  2007,  including  domestic  and
international subscribers.

         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,  viral
marketing  and  online  advertising  in  addition  to an  extensive  network  of
resellers   through  out  the  world.   We  have  emphasized  on  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.



                                       16


         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 VoIP-Solutions,  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.

         eGlobalphone  Service is  different  than  traditional  phone  services
because  through the use of IP-based  networks it will offer  customers  typical
features such as call waiting,  three-way calling, and call forwarding,  and far
more advanced ones as well. Indeed, consumers will get unprecedented convenience
and control with advanced (and often free) features including: voicemail, caller
ID, call transfer,  caller ID blocking, call forwarding,  and voicemail-to-email
service.  Low-priced  directory  information  (411)  services,  conference  call
capabilities,  "follow-me" calling, and other features are offered as additional
line items or per-call  products which contribute to the revenue stream for this
product.

         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.

         The Company's VoIP  Solutions,  Inc.  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 and Law  Enforcement  Access
capabilities to the marketplace.

         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-intensive and 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.

         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 snatching away customers by offering video and high-speed
Internet capability.  It's a free-for-all land grab in the home telephone market
and one of the reasons that we have put so much  emphasizes  on our VSP (Virtual
Service  Provider)  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.



                                       17


         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 100 Virtual  Service  Provider  partners by the December 31, 2004, year
end.

         We have emphasized on 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: (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.

         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 and innovated  wireless  fidelity
("WiFi") technology solutions for residential and enterprise customers.

         With the new benefits of wireless networks, VoIP Solutions can leverage
the use of the VoIP-Solutions MTA product and knowledge.

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

         o        Billing systems/Platform
         o        Customer Premise Equipment (CPE)
         o        Service and application design
         o        Network design
         o        Switching platforms
         o        Back Office/OSS systems
         o        Web site design and back office integration
         o        Telephone number management applications
         o        Auto CPE provisioning systems
         o        Wholesale call termination
         o        Installation and training
         o        Support agreements
         o        Consultancy
        
         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 ADSL Modem (SIP)

         o        MTA-A201C - 1 line VoIP, 1 line PSTN

         o        MTA-A201W - 2 lines VoIP / LAN (802.11b) or (g)

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



                                       18


VoIP Cable Modem (SIP)

         o        MTA-C102 - 2 Line VoIP

         o        MTA-C101C - 1 Line VoIP, 1 Line PSTN

         o        MTA-C102W - 2 lines VoIP / LAN (802.11b) or (g)

         o        MTA-C102CW - 1 line VoIP, 1 line PSTN / LAN (802.11b) or (g)

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)

         The Company has  developed  intellectual  property and software for the
soft switch platform and associated  applications developed for the eGlobalphone
service.  This  includes the 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.

         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 1,000 plus clients include AT&T,  Comcast,  Cox Cable,  Bell South,
Time Warner as well as regional and local Multiple  Service  Operators  (MSO's).
DTNet  has  experienced  strong  growth  sales  for the past  three  years  have
increased from approximately $2 million in 2001 to $2.9 million in 2002 and $4.7
million in 2003. With the addition of the products from VoIP, Inc., specifically
the Multi Media Terminal Adaptor and the Virtual Service Provider solution, 2004
sales 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.

         VoIP, Inc.'s DTNet subsidiary seeks to pursue cable companies for voice
deals:  The  availability  of VoIP  hardware and  services  from other VoIP Inc.
subsidiaries  has  positioned  DTNet  to be a leader  in  marketing  VoIP,  Inc.
products  and  services  into  this  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.  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 renegotiated the relationship with iCable to a world
wide distribution arrangement.



                                       19


         On August 12, 2004 VoIP Inc.  renegotiated the relationship with iCable
to a distribution  arrangement  for North America and South America.  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. with no further  requirement for VoIP Inc. to pay iCable $5 million for the
distribution rights.

         The Company has made an agreement in principle with iCable to terminate
the  Investors  Agreement and instead  enter into a  Distribution  Agreement for
North and South America.  Such arrangement will result in (i) elimination of the
VoIP  capital  contribution,  (ii) iMax being owned 100% by VoIP,  and (iii) the
elimination of the guarantee of sales from iCable.

         VoIP Inc. is actively  selling  iCable  products to a growing number of
OEM customers,  resellers,  wholesale  Virtual Service Providers and uses of the
eGlobalphone  VoIP service.  The new agreement  will not  materially  change the
forecasted  sales of iMax.  The  joint  development  of  products  and  features
specifically catering for the U.S. market continues.

Employees; Corporate Headquarters

         VoIP, Inc. currently employs 35 persons in the following capacities:  5
executive officers,  8 general  administrative,  11 sales and marketing,  and 11
technology personnel, respectively. We consider our relations with our employees
to be good.  We have never had a work  stoppage,  and none of our  employees  is
represented  by  collective  bargaining  agreements.  We believe that our future
success  will depend in part on our ability to  attract,  integrate,  retain and
motivate  highly  qualified  personnel,  and upon the  continued  service of our
senior  management  and key technical  personnel.  None of our key personnel are
bound by employment  agreements that prohibit them from ending their  employment
at  any  time.   Competition  for  qualified   personnel  in  our  industry  and
geographical  location  is  intense.  We  cannot  assure  you  that  we  will be
successful in  attracting,  integrating,  retaining and  motivating a sufficient
number of qualified employees to conduct our business in the future.

         Our corporate  headquarters  are located at: 12330 SW 53rd Street,  Ft.
Lauderdale, FL 33330.

Legal Proceedings

         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 of VoIP
Solutions;  (iii)  VoIP is a generic  and  unprotectible  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  know as "VOIP,  Inc.",
which predates the Plaintiff's name filing, is now owed by VoIP.

Manufacturing and Sources of Supply

         Our products are manufactured by iCable System Co. Ltd. a South Korean
Company. iCableSystem provides offshore inventory and delivery services
worldwide, and large scale orders are shipped directly from Korea to providers
at any destination. iCableSystem has in-house PC board pressing, case design and
manufacturing, and board processing facilities, making them less susceptible to
supply chain dropouts that may cause other manufacturers difficulty.

         The primary chipset used in the CPE units is the Broadcom chipset,  for
which there is an available  supply path and rapid delivery  periods.  It is not
anticipated  that there will be any  significant  shortfalls  in the  ability to
produce  equipment  or deliver  equipment,  given past  experience  and  current
operating procedures, even under heavy volume sales.



                                       20


         Equipment for VoIP Solutions,  Inc. which involve a "solution" delivery
for a customer are primarily  software  driven,  and do not involve  significant
hardware   resources  that  are  manufactured   in-house  (except  for  CPE,  as
mentioned.)

Inventories

         All the inventories  are kept in our local facility in Ft.  Lauderdale,
Florida.  Our local inventory and supply methods provide  adequate  capacity for
most order volumes,  but special orders or  multi-thousand  unit  deliveries are
typically  drop-shipped  from Korea.  All softswitch and "back office"  solution
materials are also kept on-site for customer  deployment,  except in cases where
local  purchase of  equipment is less  difficult or less costly than  in-country
sourcing.

         The "cascading  provisioning" server method that is used in the network
allows for the "out-of-box" configuration and deployment of CPE hardware without
ever being configured on the customer's network. This means that deployment time
can be reduced  drastically for  field-shipping  equipment,  and no intermediate
warehouse  or  customer  care steps are  required.  Devices are  delivered  from
overseas and can be directly put into production by any of our customers without
manual configuration.  This is significantly  different than most other hardware
and  softswitch  providers,  in that our solution  removes the  requirement  for
customer  configuration  of equipment  (which is confusing and slow) or two-step
shipping (which is costly and slow.)

Customers

         Our  initial   significant   customers  include  the  following:   Anew
Broadband,  Inc., Cima Telecom,  Inc.,  SpeedVoip,  Inc.,  Voip4U,  Inc., eVoice
International,  Inc., Acumen  Telecommunications,  Inc., Virtual Communications,
Inc., Parrot Communications, Inc., and FMC Telecom, Inc.

         We also have the following companies testing or in the final field beta
tests of our hardware and various products:  IBM,  Scientific  Atlanta,  Sprint,
Alcatel, Quest and DSLI.

Marketing and Business Strategy

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.

         Most  competitors  are  focused  on the  United  States  market.  While
providing  innovative and focused  solutions for reseller channels in the United
States,  we will be focused on the  international  market.  The  highest  margin
revenue  stream is from the off net  termination  of  international  calls  from
customers  outside the United  States.  The extensive  industry  experience  and
potential  customer and partner  contacts of the Company  executives will assist
the rapid  establishment  of competitive  services and aggressive  international
sales channels.

         Each  country has domestic  and  regional  markets.  Through the use of
multiple  web  sites,  regional  rate  plans  and  multi-language  support,  and
multi-currency  billing,  we will work with in-country partners to provide local
Points of Presence  (POP's) that will permit local  telephone and 800 numbers to
be  available  for  local  marketing  and for the  sale to  overseas  customers.
Interconnection  with local  carriers  and PTT's will in turn reduce the off net
termination  costs to that country and open access to the  multi-billion  dollar
international wholesale minutes market.



                                       21


Competition

         At the present  time, we believe that no direct  competitor  offers the
full suite of  components  that VoIP,  Inc. will be able to provide to customers
once all pending acquisitions are completed. Each individual solution is offered
by a  wide  variety  of  competitors,  most  of  which  are  larger  and  better
capitalized than we.

         These primary competitors of each company include the following:

         eGlobalphone: Vonage, Packet8, DeltaThree, Voicepulse

         VoIP Solutions/iMax:  (Hardware): Sipura, Grandstream, Cisco, Mediatrix

         VoIP Solutions: (SIP softswitch): Nuera, Broadsoft, Pingtel, Nortel

         VoIP Solutions: (integration): Accenture, Hughes Software

         Wireless:  (Hardware) Cisco, 3 Com, Motorola, Terabeam

Industry Overview

         According  to  Internet  World - Stats,  the current  world  market for
telecommunications  is estimated at 513 billion  dollars and the worth of global
information industry as at least 1.3 trillion dollars.

         The advance of broadband  delivery into  residential  and small offices
has opened up a large market for high-speed services to be delivered in a manner
that is independent of the actual wires being connected to each property. Nearly
three out of four households with basic phone service have Internet access,  and
of that 75% of all  households  in the US,  almost half have  broadband  access.
(Source:  Nielsen/NetRatings)  The  penetration of broadband is rising at around
2.5% per month.  These growth  figures are even higher in other  nations,  which
have only recently been  implementing  systems after  understanding and modeling
their platforms on what has become the standard in the United States.

         An  additional  factor in the cost  savings  of VoIP is the  relatively
inexpensive nature of IP data at the "core" of the Internet. In the late 90's, a
large  amount of capital was  invested in fiber  connectivity  in between  major
metropolitan  areas.  Due to market  forces,  this  fiber  became  available  at
incredibly inexpensive rates, and a "bandwidth glut" or "fiber glut" occurred at
the core of the Internet, driving costs down.

         The costs paid by consumers for traditional  telephony are still in the
hundreds of billions of dollars.  It is possible for VoIP  services to undermine
large  sections of that  revenue and provide  significant  cost savings by using
packet-switched   networks  to  deliver  the  same  call  quality  to  the  same
destinations,  but at a heavily  discounted  rate to the service  provider.  The
"fiber  glut" at the core of the  network  is  fueling  this  growth by  keeping
bandwidth prices low for IP services even over long distances, while traditional
telephony  providers are unable to compete against the new model that strips the
usefulness from their antiquated telephony equipment, which is still capitalized
at billions of dollars over its (now) very low value.

Intellectual Property

         The Company  has  developed  several  important  intellectual  property
features.

         VoIP.  The patent  pending E911 bypass system  developed and integrated
into the CPE is a key  differentiator  in  equipment  for VoIP  deployment.  The
equipment  connects to the existing E911  emergency  call services  platform and
permits 911 calls,  even in situations where there is a network failure or power
failure, and requires no configuration by the end user.

         The  "cascading   provisioning   server"   feature  for  deployment  of
zero-touch  hardware deployment is additionally a novel approach with respect to
the end-user device market,  and is a new development that is exclusive to VoIP,



                                       22


Inc.'s  platform.  The system allows each device to  auto-provision  without any
customer  interaction  even in situations where there are multiple levels of VAR
or  resellers to  distribute  the product to their  customers  (to any number of
resale levels.) This allows for  installations  without any customer  service or
technical support time spent in configuration issues.

         The company has developed  significant  software resources in all areas
of it's  business.  Many of the core  features  of the  Company's  services  and
deliverables  are  constructed  on software  that has been  custom-designed  and
completely owned by the Company. Hardware inventory control,  accounting,  least
cost routing, customer records, telephony element management, network monitoring
and administration,  billing  reconciliation,  and internal sales resource tools
are  some of the  integrated  features  of the  Company's  software  development
effort.

Regulation

         The company  currently is operating in unregulated  industry  segments.
The hardware,  integration,  softswitch,  and wireless  portions of the firm are
expected to remain  unthreatened  by  regulation  in major  nations in which the
Company  expects  to  do  business.   The  eGlobalphone   service  offering  may
potentially  experience  regulatory pressures as the United States makes changes
in its  telecommunications  law to encompass  VoIP  services.  The imposition of
government  regulation on our business could adversely  affect our operations by
requiring additional expense to meet compliance requirements.

         1)       Regulation  is expected to be applied the  following  areas of
                  our service:  E911,  CALEA (law  enforcement  wiretap) and USF
                  taxation.

                  a.       Our existing  E911  service  already  addresses  this
                           concern,  and we are working with industry  groups to
                           also address E911  delivery via the network when that
                           technology   becomes  mature  and   affordable.   The
                           combined delivery methods should  adequately  protect
                           the company against  negative  regulatory or economic
                           pressure in the future.

                  b.       CALEA data delivery is already almost complete in the
                           system for the basics of call status and PIN tapping.
                           The  additional  steps  of call  monitoring  and call
                           splitting  are yet to be even  defined,  though it is
                           not anticipated  that their  deployment would require
                           anything   other  than  minor  expense  for  adequate
                           compliance with these laws, given current technology.

                  c.       USF  taxation  has been  explicitly  not required for
                           data services.  The  classification of VoIP as a data
                           service has clearly  indicated  that it is outside of
                           the USF charter.

         2)       Comments by FCC staff have indicated that VoIP will be handled
                  in a relatively  "hands-off" manner until the industry is more
                  mature and capable of  competing  directly  with RBOC and ILEC
                  carriers.  This is  anticipated  to be at  least  another  two
                  years.  Importantly,  comments by the FCC have  addressed VOIP
                  traffic  as  "interstate",  which  means  that  State-specific
                  legislation  will most likely have little  effect on costs for
                  calls terminated through VOIP networks.

         3)       Even with  additional  regulations if they were to be applied,
                  the costs of  compliance  would be  significantly  lower  than
                  those of traditional telephony, as these regulatory structures
                  are already being  considered  and  compensated  for in design
                  aspects of the network.

         4)       Our focus on non-US  customers  should limit our exposure from
                  one nation's regulatory and tariff environment.






                                       23




                       MANAGEMENT DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

         The information presented in this section should be read in conjunction
with the information contained in the financial statements,  including the notes
thereto,  and  the  other  financial  statements  appearing  elsewhere  in  this
Prospectus.

General

         The  following  discussion  should  be read  in  conjunction  with  the
Consolidated  Financial Statements and the notes thereto and the other financial
information appearing elsewhere in this Prospectus. Certain statements contained
in this Prospectus and other written material and oral statements made from time
to time by us do not relate  strictly to historical or current  facts.  As such,
they  are  considered   "forward-looking   statements"   that  provide   current
expectations  or forecasts  of future  events.  Such  statements  are  typically
characterized  by  terminology  such  as  "believe,"   "anticipate,"   "should,"
"intend,"  "plan,"  "will,"  "expect,"  "estimate,"  "project,"  "strategy"  and
similar  expressions.  Our  forward-looking  statements  generally relate to the
prospects  for  future  sales of our  products,  the  success  of our  marketing
activities,  and the success of our  strategic  corporate  relationships.  These
statements are based upon  assumptions and assessments made by our management in
light  of its  experience  and its  perception  of  historical  trends,  current
conditions,  expected  future  developments  and other  factors  our  management
believes to be appropriate.  These  forward-looking  statements are subject to a
number of risks and  uncertainties,  including  the  following:  our  ability to
achieve  profitable  operations and to maintain  sufficient  cash to operate its
business and meet its liquidity  requirements;  our ability to obtain financing,
if required,  on terms  acceptable to it, if at all; the success of our research
and  development  activities;  competitive  developments  affecting  our current
products;  our ability to successfully  attract strategic partners and to market
both new and existing products; exposure to lawsuits and regulatory proceedings;
our  ability  to  protect  our  intellectual  property;  governmental  laws  and
regulations  affecting   operations;   our  ability  to  identify  and  complete
diversification  opportunities;  and the impact of  acquisitions,  divestitures,
restructurings,  product withdrawals and other unusual items. A further list and
description  of  these  risks,  uncertainties  and  other  matters  can be found
elsewhere in this Prospectus. Except as required by applicable law, we undertake
no obligation to update any forward-looking  statements,  whether as a result of
new information, future events or otherwise.

Balance Sheet Data:                     September 30, 2004
                                            (unaudited)       December 31, 2003
                                        ------------------    ------------------
   Total assets                         $        8,567,407    $          259,458
   Long-term liabilities, net                         --                    --
   Total liabilities                             1,896,516               151,166
   Shareholders' equity                          6,670,891               108,292
                                                               
   
                                      Nine Months Ended               Year Ended
                                        September 30                  December 31,
                                 --------------------------    --------------------------
Statements of Operations Data:       2004           2003           2003           2002
                                 -----------    -----------    -----------    -----------
                                                                          
   Revenue                       $ 1,015,065    $     5,075    $     8,678    $     1,018
   Operating (loss)(1)            (4,610,370)       (53,621)      (101,434)       (61,926)
   Net (loss) (1)                 (4,610,370)       (53,621)      (352,968)       (61,926)
   Net (loss) per common share         (0.42)         (0.03)         (0.20)         (0.04)


         (1)      Includes $3,520,000 non-cash  compensation  expenses resulting
                  from  the  issuance  to  executive  officers  of  warrants  to
                  purchase 4,400,000 shares of common stock for $1.00 per share.

         See "Financial Statements" beginning on Page F-1.



                                       24


Results of Operations - 2003 compared to 2002.

         The Company commenced  operations during the fourth quarter of 1998 and
focused  significant  resources through December 2003 in procuring and importing
its tea inventory and developing sales and distribution  channels.  Accordingly,
the Company has  generated  only  minimal  revenues and  experienced  cumulative
losses of  approximately  $624,647  which amount  includes  the  recording of an
inventory reserve of $251,534.

         During  this  start-up  phase,  the  Company  was  dependent  upon cash
advances from affiliates to provide  working  capital.  The Company's  continued
existence is dependent upon its ability to generate  sufficient  cash flows from
operations  to  supports  its daily  operations  as well as  provide  sufficient
resources  to retire any incurred  liabilities  and/or  obligations  on a timely
basis.

         Through direct mail advertising,  we increased our customer base during
the year, but still at a very low level.  Budget constrains limited our campaign
expenditures,  thus growth will continue to be limited.  We continued to explore
other avenues which may bring us increased  revenue and customer  base,  but the
results are as yet unknown.

         Even  though  tea  has  unlimited  shelf  life  if  kept  under  proper
conditions,  any deterioration of our products, which represents essentially all
of the Company's assets, could become worthless.

         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 the financial  statements,  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.

Liquidity and Capital Resources

         The Company  financed its operations  during calendar year 2003 through
cash  advances  (loans) from its  affiliates.  The loans that have been received
from  affiliates  are unsecured.  We have not executed any  promissory  notes or
other  instruments,  but merely receive the funds based upon a verbal  agreement
that we are to repay any and all such  loans  from any  excess  cash that we may
have on hand upon sale of products in the future.

         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.



                                       25


         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.

         In  November,  2004,  the Company  formalized  funding in the amount of
$1,550,000 by issuing 2,249,500shares of common stock to five subscribers.

Payments Due by Period

         The following table  illustrates our outstanding debts and the terms of
that debt as of March 31, 2004:

                                        Less than 1     1-3     3-5    More than
Contractual Obligations      Total          Year       Years   Years    5 Years
--------------------------------------------------------------------------------
Accounts Payable         $ 1,169,840   $ 1,169,840       0       0         0
Bank Line Of Credit          350,000       350,000       0       0         0
Other Liabilities            299,157       299,157       0       0         0
Notes Payable                 77,519        77,519       0       0         0
                         -------------------------------------------------------
Total                      1,896,516     1,896,516       0       0         0
                         -------------------------------------------------------
                                                                       

Market Risk

         We market investment  securities issued by various securities  issuers.
The issuers of these products retain all interest rate and default risk.

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 December 9, 2004, VoIP Inc. announced that it has hired Bill Burbank
as Chief Operating Officer. Burbank joins VoIP, Inc., at a time when the company
is experiencing tremendous growth. Burbank has vast experience working in senior
Business  Development  and  Operations  positions  with both  private and public
companies.  He was  co-founder  of Incite  Global  Services,  a consulting  firm
specializing  in Business  Development,  Operations  and Crisis  Management  for
software  companies in the communication  space. Prior to IGS, he was co-founder
and  was  President  of  Foresight  Technology.   At  Foresight,  he  played  an
instrumental  role in fostering  Foresight's  leadership  in computer  telephone
integration (CTI) and customer premise-based speech recognition products.  Prior
to Foresight,  Burbank served as Vice President of Worldwide Sales and Marketing
for  Registry  Magic  Inc.,  where  he led the  sales  of the  company's  speech
recognition  call  routing  system,  which  became  the  leading  product in the
industry.  As Vice President of Sales for The Automatic Answer Inc., a voice and
unified messaging  software  company,  he drove sales to achieve the growth that
earned the company the  distinction  of being named one of Inc.  Magazine's  500
fastest growing private companies for three consecutive years.

         On December 8, 2004,  VoIP Inc.  announced that it has signed a Virtual
Service  Provider (VSP) Agreement with Parrot  Communications  Ltd., a Hong Kong
company.  Service will be first  launched in the New Zealand market where Parrot
has a subsidiary and will be expanded into other  markets.  Under the Agreement,
VoIP Inc.  will supply their  proprietary  Internet  Telephony  services so that
Parrot can establish  services  throughout the Asia Pacific region. In addition,
VOIP Inc. will be supplying Multimedia Terminal Adaptors (MTA's) from its wholly
owned  subsidiary,  VoIP Solutions Inc.  ECommerce,  web site  applications  and
customer  billing will be  outsourced  to VoIP Inc. The service will be launched
this  month  primarily  to small and medium  size  businesses  initially  in New
Zealand and Australia with plans to expand operations into Japan and China early
next year.



                                       26


         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.

         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.

                                   MANAGEMENT

Directors, Executive Officers, Promoters and Control Persons

         The  following  table  contains  information  concerning  the Company's
executive officers and directors.

                                                                   Start Date
 Name               Age   Position with Company                    with Company
 ----               ---   ---------------------                    ------------
 Steven Ivester     40    Chairman, Chief Executive Officer,       March 2004
                          Secretary and Sole Director              
 Clive Raines       45    President of International Operations    March 2004
 John Todd          33    Chief Technology Officer                 March 2004
 Osvaldo Pitters    45    Chief Financial Officer                  May 2004
 Bill Burbank       46    Chief Operating Officer                  December 2004
                                                                    


                                       27




         Steven Ivester,  Chairman, Chief Executive Officer,  Secretary and Sole
Director,  joined the Company in March 2004 when he made an agreement with prior
management  to contribute  the assets and  intellectual  property  rights of two
start-up companies,  eGlobalphone,  Inc. and VoIP Solutions, Inc. Prior to that,
since   early   2001,   he   was   a   self-employed    consultant   for   other
voice-over-Internet  companies.  From early 1997 until the present,  he has also
been  engaged  as Chief  Executive  Officer of  Navigator,  PC,  which  supplies
computer-navigation and display equipment to the U.S. military services.

         Clive  Raines,  President  of  International  Operations,  developed an
international  business model for USA Talks. He was relocated as European CEO in
London, UK from 1998 to 2002. During 2003 he worked with Voiceglo as a Director.

         John Todd, Chief Technology Officer,  has been involved since 1999 with
Internet companies,  including Collocation Corporation, Inc. from September 2001
to December 2002 as network  Services  Manager;  10-20.com,  Inc. from September
2001 to present as President; Onyx Networks.

         Osvaldo Pitters,  Chief Financial  Officer and Treasurer,  was employed
from January 2003 to April 2004,  as  Controller  of Cima  Telecom  Group.  From
January  2002 to  January  2003,  he was the Chief  Operating  Officer  of Price
Waterhouse  Coopers-Dominican  Republic.  He also worked  seven years with Price
Waterhouse Chile and two years with Price Waterhouse  London,  England.  He also
worked with Pepsi Co. for several  years in several  countries  within the Latin
American Division.

         Bill Burbank,  Chief Operating Officer, was co-founder of Incite Global
Services, a consulting firm specializing in Business Development, Operations and
Crisis Management for software  companies in the communication  space.  Prior to
IGS, he was co-founder and was President of Foresight Technology.  At Foresight,
he played an instrumental role in fostering  Foresight's  leadership in computer
telephone  integration  (CTI)  and  customer  premise-based  speech  recognition
products.  Prior to  Foresight,  Burbank  served as Vice  President of Worldwide
Sales and  Marketing  for  Registry  Magic  Inc.,  where he led the sales of the
company's  speech  recognition  call  routing  system,  which became the leading
product in the industry.  As Vice  President of Sales for The  Automatic  Answer
Inc., a voice and unified messaging software company,  he drove sales to achieve
the growth that earned the  company the  distinction  of being named one of Inc.
Magazine's 500 fastest growing private companies for three consecutive years

Executive Compensation

         Summary   Compensation  Table.  The  following  table  sets  forth  the
compensation  earned by the Company's Chief Executive Officer for the year ended
December 31, 2003 in salary and bonus for services rendered in all capacities to
the Company for the fiscal years ended December 31, 2003, 2002 and 2001:

                                    Annual Compensation                 Long-Term Compensation
                                    -------------------                 ----------------------
                                                                       Securities
                                                                       Underlying
                                                        Other Annual   Options or     All Other
Name/Principal Position     Year     Salary    Bonus    Compensation    Warrants     Compensation
                                                                   
  Kevin B. Halter, CEO (1)  2003      $ 0       $ 0         $ 0             0             0
                            2002      $ 0       $ 0         $ 0             0             0
                            2001      $ 0       $ 0         $ 0             0             0

----------------
         (1) Mr. Halter resigned in 2004.




                                       28




                                                                                            Value of Unexercised
                                                    Number of Securities Underlying       In-the-Money Options at
                                                     Unexercised Options at Fiscal                 Fiscal
                                                                Year End                          Year End
                        Number of
                         Shares
                       Acquired or     Realized
       Name             Exercised        Value      Exercisable      Unexercisable      Exercisable    Unexercisable
       ----             ---------        -----      -----------      -------------      -----------    -------------
                                                                                  
None

                                                                          Estimated Future Payments under
                                                                            Non-Stock Price-Based Plans
                          Number of         Performance or
                      Shares, Under or    Other Period Until      Threshold           Target             Maximum
        Name           Other Rights #    Maturation or Payout     ($ or #)           ($ or #)           ($ or #)
        ----           --------------    --------------------     --------           --------           --------


None

Stock Option Plan

         The Company's  Stock Option Plan (the "2004 Option Plan")  provides for
the grant to eligible  employees  and  directors  of options for the purchase of
Common Stock. The Option Plan covers,  in the aggregate,  a maximum of 4,000,000
shares of Common Stock and provides  for the  granting of both  incentive  stock
options  (as defined in Section 422 of the  Internal  Revenue  Code of 1986) and
nonqualified  stock  options  (options  which do not meet  the  requirements  of
Section 422). Under the Option Plan, the exercise price may not be less than the
fair market value of the Common Stock on the date of the grant of the option.

         The Board of Directors  administers  and interprets the Option Plan and
is  authorized  to grant  options  thereunder  to all eligible  employees of the
Company,  including officers.  The Board of Directors  designates the optionees,
the number of shares subject to the options and the terms and conditions of each
option. Each option granted under the Option Plan must be exercised,  if at all,
during a period  established in the grant which may not exceed 10 years from the
later of the date of grant or the date first  exercisable.  An optionee  may not
transfer or assign any option  granted and may not exercise any options  after a
specified period subsequent to the termination of the optionee's employment with
the Company.

Certain Relationships and Related Transactions

         The Company was  organized by Kevin Halter and members of his family in
1998, when they purchased 1,000,000 shares at its par value. Then in March 2004,
the  Company  sold  12,500,000  shares of stock to Steven  Ivester for par value
($12,500),  plus his  agreement to  contribute  two  operating  companies.  Such
companies were contributed in May 2004, effective April 15, 2004.

         As of December  31,  2003,  the  Company had amounts due to  affiliated
entities and/or  shareholders and/or officers of approximately  $151,000.  These
advances  were  unsecured,   due  upon  demand  and  are  non-interest  bearing.
Subsequently,  in April 2004,  the Company issued 339,242 shares of common stock
to satisfy the balance due at December 31, 2003.

Promoters

         On February 27, 2004, the Company issued and sold 12,500,000  shares of
common stock to Steven Ivester in exchange for cash of $12,500 and his agreement
to  contribute  the  intellectual  property  rights  and  related  assets of two
start-up  companies  formed to engage in the  telecommunications  industry.  The
shares issued represented  approximately 88% of the shares outstanding after the
exchange, as a result of which Mr. Ivester became the controlling shareholder of
the Company.

         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., both Florida Corporations.

         On August 4, 2004,  the Company issued  warrants to purchase  2,200,000
shares of common stock for an exercise  price of $1.00 per share to each of John
Todd and Clive Raines.

         Messrs. Ivester, Todd and Raines may be considered to be "promoters" by
the Company.



                                       29


                            DESCRIPTION OF SECURITIES

General

         The following  summary is qualified in its entirety by reference to the
Company's  Articles of Incorporation and its By-Laws.  The Company's  authorized
capital stock  consists of 100,000,000  shares of common stock,  $.001 par value
per share.

Common Stock

         As of November  18, 2004,  23,563,982  common  shares of the  Company's
common  stock are held of record by  approximately  250  persons.  Each share of
common  stock  entitles  the  holder of record  thereof  to cast one vote on all
matters acted upon at the Company's shareholder meetings.  Directors are elected
by a plurality vote.  Because holders of common stock do not have the cumulative
voting  rights,  holders or a single holder of more than 50% of the  outstanding
shares of common stock present and voting at an annual meeting at which a quorum
is present can elect all of the  Company's  directors.  Holders of common  stock
have no  preemptive  rights and have no right to convert their common stock into
any other  securities.  All of the outstanding  shares of common stock are fully
paid and non-assessable.

         Holders of common stock are entitled to receive ratably such dividends,
if any as may be  declared  from time to time by the Board of  Directors  in its
sole discretion from funds legally available therefore. In the event the Company
is  liquidated,  dissolved or wound up,  holders of common stock are entitled to
share  ratably in the assets  remaining  after  liabilities  and all accrued and
unpaid cash dividends are paid.

Transfer Agent

         The  Company's  transfer  agent  is  Securities  Transfer  Corporation,
Frisco, Texas.

                             PRINCIPAL SHAREHOLDERS

         The following table sets forth certain  information with respect to the
beneficial  ownership of our Common  Stock as of December 07, 2004,  before this
offering  and as  adjusted  to  reflect  the sale of  4,357,000  shares  in this
offering,  by all  officers  and  directors  and by all those  known by us to be
beneficial owners of more than 5% of our Common Stock.

         Unless otherwise specified,  the business address of the shareholder is
our address as set forth in this memorandum.  Beneficial ownership is determined
in  accordance  with the rules of the  Securities  and Exchange  Commission  and
generally  means sole or shared power to vote or direct the voting or to dispose
or direct the disposition of any Common Stock.  Except as indicated by footnote,
and subject to community  property laws where  applicable,  the persons named in
the table below have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them.

            














                                       30

                                                                      Beneficial
                                                                       Ownership
                                         Beneficial Ownership(1)         After
                                             Before Offering           Offering
                                             ---------------           --------

Beneficial Owner                         Shares     Percentage        Percentage
----------------                         ------     ----------        ----------
Steven Ivester........................11,625,000        49.4%            49.4%
Clive Raines.......................... 2,200,000(1)      8.5%             8.5%
John Todd............................. 2,200,000(1)      8.5%             8.5%
All officers and directors in a group 16,900,000        60.4%            60.4%
(5 persons)...........................
------------
(1)      Represents warrants to purchase common shares at $1.00 per share.

                                  LEGAL MATTERS

         Legal matters in connection  with the common stock being offered hereby
will be passed upon for the Company and selling shareholders or by Andrews Kurth
LLP, Dallas, Texas.

                                     EXPERTS

         Our financial  statements as of December 31, 2003 and 2002, and for the
years then ended,  included in this  Prospectus have been audited by the firm of
Tschopp, Whitcomb & Orr, P.A., independent certified public accountants,  as set
forth in their report  therein  included,  and have been so included in reliance
upon such report being given upon their  authority as experts in accounting  and
auditing.

                              AVAILABLE INFORMATION

         We  have  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  a  Registration   Statement  on  Form  SB-2,  together  with  all
amendments,  schedules and exhibits thereto, pursuant to the Securities Act with
respect to the securities  offered by this prospectus.  This prospectus does not
contain  all  information  set  forth  in the  registration  statement  and  the
exhibits.  The statements contained in this prospectus as to the contents of any
contract  or other  document  identified  as  exhibits  in this  prospectus  are
materially complete,  but in each instance,  reference is made to a copy of such
contract  or document  filed as an exhibit to the  Registration  Statement.  For
further  information  with  respect to the  Company and the  securities  offered
hereby,  reference is made to the Registration  Statement and exhibits which may
be inspected  without charge at the  Commission's  principal office at Judiciary
Plaza, 450 Fifth Street, NW, Washington, D. C. 20549.

         We are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  and in accordance  therewith will
file reports,  proxy  statements and other  information with the Commission Such
reports,  proxy statements and other  information can be inspected and copied at
the public  reference  facilities of the  Commission  at 450 Fifth  Street,  NW,
Washington,  D. C. 20549.  Copies of such material may also be obtained from the
Public Reference Section of the Commission at prescribed rates. Our Registration
Statement  on Form SB-2,  as well as any reports to be filed under the  Exchange
Act can also be obtained  electronically after we have filed such documents with
the  Commission  through a variety of databases,  including  among  others,  the
Commission's  Electronic  Data  Gathering,   Analysis  and  Retrieval  ("EDGAR")
program,   Knight-Ridder  Information,   Inc.,  Federal  Filings/Dow  Jones  and
Lexis/Nexis.  Additionally,  the  Commission  maintains  a  Website  (http://www
sec.gov) that contains such information regarding the Company.

         We intend to furnish our  shareholders  with annual reports  containing
audited financial statements and such other reports as we deem appropriate or as
may be required by law.

         Requests for information  may be directed to Steven  Ivester,  CEO, c/o
the Company at 12330 S.W.  53rd  Street,  Suite 712,  Fort  Lauderdale,  Florida
33330, telephone (954) 434-2000.


                                       31


                          INDEX TO FINANCIAL STATEMENTS


Heading  .........                                                          Page
-------                                                                     ----

Report of Independent Certified Public Accountants                          F-1

Balance Sheets....                                                          F-2

Statements of Operations                                                    F-3
                                                                       
Statement of Changes in Stockholders Equity                                 F-4
                                                                 
Statements of Cash Flow                                                     F-5
                                                                       
Notes to Financial Statements                                               F-6
                                                                       
Consolidated Balance Sheet                                                  F-11

Consolidated Statements of Operations and Comprehensive Income              F-12
                                                                       
Consolidated Statements of Cash Flows                                       F-13
                                                                       
VoIP, Inc. Notes to Financial Statements                                    F-14
                                                                       














                                       32


                          TSCHOPP, WHITCOMB & ORR, P.A.
                     2600 Maitland Center Parkway, Suite 330
                               Maitland, FL 32751


               Report of Independent Certified Public Accountants
               --------------------------------------------------


Board of Directors and Stockholder
Millennia Tea Masters, Inc.

We have audited the accompanying  balance sheets of Millennia Tea Masters,  Inc.
(a  development  stage company) as of December 31, 2003 and 2002 and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years then ended and for the cumulative  period from August 3, 1998 (date of
inception)  through  December  31,  2003.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on these  financial  statements  based on our  audits.  The  cumulative
statements of operations, changes in stockholders' equity and cash flows for the
period from August 3, 1998 (date of inception) through December 31, 2003 include
amounts for the period from August 3, 1998 (date of inception)  through December
31, 2001 which were audited by other auditors whose report has been furnished to
us, and our  opinion,  insofar as it relates  to the  amounts  included  for the
period  from August 3, 1998 (date of  inception)  through  December  31, 2001 is
based solely on the report of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  based on our  audits  and the  report of other  auditors,  the
financial  statements  referred  to  above,  present  fairly,  in  all  material
respects,  the financial position of Millennia Tea Masters,  Inc. (a development
stage  company)  as of  December  31,  2003 and  2002,  and the  results  of its
operations  and its cash flows for the years  then ended and for the  cumulative
period  from August 3, 1998 (date of  inception)  through  December  31, 2003 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 2 to the
financial  statements,  the Company has  experienced  limited sales and incurred
cumulative operating losses since its inception.  The Company has been dependent
upon the  proceeds  from the sales of common  stock and  advances  from  related
parties to provide working capital.  This situation  raises a substantial  doubt
about the  Company's  ability to  continue  as a going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/  Tschopp, Whitcomb & Orr, P.A.

January 30, 2004
Maitland, Florida










                                      F-1


                          MILLENNIA TEA MASTERS, INC.
                         (A Development Stage Company)

                                 Balance Sheets

                           December 31, 2003 and 2002

                                                           2003         2002
                                                         ---------    --------- 
       ASSETS                                            
                                                         
Current assets:                                          
   Cash on hand and in bank                              $   3,499    $       9
   Inventory (note 4)                                      251,534      526,161
   Prepaid expenses                                          4,425        4,060
                                                         ---------    ---------
                                                         
           Total current assets                            259,458      530,230
                                                         ---------    ---------
                                                         
           TOTAL ASSETS                                  $ 259,458    $ 530,230
                                                         =========    =========
                                                         
                                                         
       LIABILITIES AND STOCKHOLDERS' EQUITY              
                                                         
Current liabilities:                                     
   Due to affiliates (note 5)                            $ 151,166    $  68,970
                                                         ---------    ---------
                                                         
           Total current liabilities                       151,166       68,970
                                                         ---------    ---------
                                                         
Commitments (note 6)                                     
                                                         
Stockholders' equity:                                    
   Common stock - $0.001 par value                       
      25,000,000 shares authorized                       
      1,730,939 shares issued and outstanding                1,731        1,731
   Additional paid-in capital                              731,208      731,208
   Deficit accumulated during the development stage       (624,647)    (271,679)
                                                         ---------    ---------
                                                         
           Total stockholders' equity                      108,292      461,260
                                                         ---------    ---------
                                                         
Total liabilities and stockholders' equity               $ 259,458    $ 530,230
                                                         =========    =========
                                                      

See accompanying notes to financial statements.

                                      F-2





                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage Company)

                            Statements of Operations

                                                                                       Cumulative
                                                                                       Period From
                                                                                     August 3, 1998
                                                                                        Through
                                                                                      December 31,
                                                      2003              2002              2003
                                                 --------------    --------------    --------------                
                                                                                       
Revenues                                         $        8,678    $        1,018    $       19,994
                                                                                         
Cost of sales                                            11,213               169            13,917
                                                 --------------    --------------    --------------
                                                                                         
             Gross profit                                (2,535)              849             6,077
                                                 --------------    --------------    --------------
                                                                                         
Operating expenses:                                                                      
    General and administrative expenses                  57,469            12,934           156,560
    Warehouse rent                                       41,430            49,841           222,630
                                                 --------------    --------------    --------------
                                                                                         
             Total operating expenses                    98,899            62,775           379,190
                                                 --------------    --------------    --------------
                                                                                         
             Loss from operations                      (101,434)          (61,926)         (373,113)
                                                                                         
Other expense (note 4)                                 (251,534)             --            (251,534)
                                                 --------------    --------------    --------------
                                                                                         
             Loss before income taxes                  (352,968)          (61,926)         (624,647)
                                                                                         
Provision for income taxes                                 --                --                --
                                                 --------------    --------------    --------------
                                                                                         
             Net loss                            $     (352,968)   $      (61,926)   $     (624,647)
                                                 ==============    ==============    ==============
                                                                                      
Loss per weighted-average share of common                              
    stock outstanding, basic and fully diluted   $        (0.20)   $        (0.04)
                                                 ==============    ==============
                                                                       
                                                                       
Weighted-average number of common shares                               
    outstanding                                       1,730,939         1,730,939
                                                 ==============    ==============

                                                                    


See accompanying notes to financial statements.

                                      F-3





                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage Company)

                  Statements of Changes in Stockholders' Equity

    Period from August 3, 1998 (date of inception) through December 31, 2003


                                                                                            
                                       Common Stock                         Deficit  
                                 ------------------------                 Accumulated
                                                             Additional    During The
                                 Number of                    Paid-in     Development
                                  Shares       Par Value      Capital        Stage          Total
                                -----------   -----------   -----------   -----------    -----------
                                                                          
Shares issued to founders                                                                   
  at inception                    1,000,000   $     1,000          --            --            1,000
                                                                                            
Sale of common stock                308,565           309       308,256          --          308,565
                                                                                            
Net loss                               --            --            --         (16,030)       (16,030)
                                -----------   -----------   -----------   -----------    -----------
                                                                                            
Balances at December 31, 1998     1,308,565         1,309       308,256       (16,030)       293,535
                                                                                            
Sale of common stock                422,374           422       422,952          --          423,374
                                                                                            
Net loss                               --            --            --         (74,482)       (74,482)
                                -----------   -----------   -----------   -----------    -----------
                                                                                            
Balances at December 31, 1999     1,730,939         1,731       731,208       (90,512)       642,427
                                                                                            
Net loss                               --            --            --         (57,607)       (57,607)
                                -----------   -----------   -----------   -----------    -----------
                                                                                            
Balances at December 31, 2000     1,730,939         1,731       731,208      (148,119)       584,820
                                                                                            
Net loss                               --            --            --         (61,634)       (61,634)
                                -----------   -----------   -----------   -----------    -----------
                                                                                            
Balances at December 31, 2001     1,730,939         1,731       731,208      (209,753)       523,186
                                                                                            
Net loss                               --            --            --         (61,926)       (61,926)
                                -----------   -----------   -----------   -----------    -----------
                                                                                            
Balances at December 31, 2002     1,730,939         1,731       731,208      (271,679)       461,260
                                                                                            
Net loss                               --            --            --        (352,968)      (352,968)
                                -----------   -----------   -----------   -----------    -----------
                                                                                            
Balances at December 31, 2003     1,730,939   $     1,731       731,208      (624,647)       108,292
                                ===========   ===========   ===========   ===========    ===========

                                                                          

See accompanying notes to financial statements.

                                      F-4



                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows

                                                                                          Cumulative
                                                                                         Period From
                                                                                          August 31,
                                                                                         1998 Through
                                                                                         December 31,
                                                             2003            2002            2003
                                                         ------------    ------------    ------------
                                                                                          
Cash flows from operating activities:                                                        
   Net loss                                              $   (352,968)   $    (61,926)   $   (624,647)
   Adjustments to reconcile net loss to net cash                                             
      provided by operating activities:                                                      
      Inventory reserve                                       251,534            --           251,534
      Increase (decrease) in:                                                                
        Inventory                                              23,093             201        (503,068)
        Accounts payable - trade                                 --            (9,711)           --
        Prepaid expenses                                         (365)         (4,060)         (4,425)
                                                         ------------    ------------    ------------
                                                                                             
            Net cash used in operating activities             (78,706)        (75,496)       (880,606)
                                                         ------------    ------------    ------------
                                                                                             
Cash flows from investing activities:                                                        
   Net cash advanced from affiliates                           82,196          73,849         151,166
                                                         ------------    ------------    ------------
                                                                                             
            Net cash  provided by investing activities         82,196          73,849         151,166
                                                         ------------    ------------    ------------
                                                                                             
Cash flows from financing activities:                                                        
   Proceeds from sale of common stock                            --              --           732,939
                                                         ------------    ------------    ------------
                                                                                             
            Net cash provided by financing activities            --              --           732,939
                                                         ------------    ------------    ------------
                                                                                             
Increase (decrease) in cash                                     3,490          (1,647)          3,499
                                                                                             
Cash at beginning of period                                         9           1,656            --
                                                         ------------    ------------    ------------
                                                                                             
Cash at end of period                                    $      3,499    $          9    $      3,499
                                                         ============    ============    ============

                                                                          



See accompanying notes to financial statements.

                                      F-5


                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage company)

                          Notes to Financial Statements


                           December 31, 2003 and 2002


(1)      Organization and Description of Business
         ----------------------------------------

         Millennia Tea Masters,  Inc.  (Company) was  incorporated  on August 3,
1998  under the laws of the State of Texas.  The  Company  was  formed to engage
principally in the marketing and sale of imported teas.

         The Company has had no substantial  operations since inception.  Due to
the lack of sustaining operations the Company generated no significant operating
revenues and has incurred cumulative operating losses of approximately $625,000.
Accordingly, the Company is still considered to be in the development stage.

         The  Company's  principal  product,  imported  teas from Sri Lanka,  is
processed  by a  single  unrelated  Sri  Lankan  entity.  In  the  event  of any
disruption in the  availability of imported teas from Sri Lanka, the Company may
experience  a  negative  economic  impact.   The  Company  believes  that  other
processors of imported teas of comparable  quality and price are available  from
the same region and that no interruption of product availability will occur.

         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.

(2)      Going Concern Uncertainty
         -------------------------

The  Company  commenced  operations  during the  fourth  quarter of 1998 and has
focused   significant   resources  in  procuring  and  importing  inventory  and
developing  sales and  distribution  channels  since  that date.  Management  is
investigating   alternative  methods  to  generate  product  demand  and  market
acceptance.

The Company has generated only minimal revenues since inception and has incurred
cumulative  operating  losses  of  approximately   $625,000  which  includes  an
inventory reserve of $251,534.  Since inception,  the Company has been dependent
upon the sale of common stock and advances from  affiliates  to provide  working
capital.  The  Company's  continued  existence is dependent  upon its ability to
generate  sufficient cash flows from operations to support its daily  operations
as well as provide  sufficient  resources  to retire  existing  liabilities  and
obligations on a timely basis.  This situation raises a substantial  doubt about
the Company's ability to continue as a going concern.

                                                                     (Continued)



                                      F-6


                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements



(2)      Going Concern Uncertainty - (Continued)
         ---------------------------------------

Management  is reviewing  the actions to be taken in future  periods to generate
operational  results  sufficient to provide resources to sustain its operations.
Further,  management  believes  that its  efforts  to raise  additional  capital
through the sale of equity  securities  and/or new debt  financing  will provide
additional cash flows. However,  there can be no assurance that the Company will
be able to obtain additional funding or, that such funding,  if available,  will
be obtained on terms favorable to or affordable by the Company.


(3)      Summary of Significant Accounting Policies
         ------------------------------------------

(a)      Cash and Cash Equivalents
         -------------------------

         For purposes of reporting cash flows, the Company considers all cash on
         hand,  in  banks,  including  accounts  in  book  overdraft  positions,
         certificates of deposit and other highly liquid debt instruments with a
         maturity of three months or less at the date of purchase 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.


(b)      Inventory
         ---------

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

(c)      Revenue Recognition
         -------------------

         The Company  sells it products to the  general  public  through  direct
         sales on a prepaid basis.  Accordingly,  the Company recognizes revenue
         at the  point  of  shipment  to its  customers.  Sales  allowances  are
         recorded concurrent with the related sale of product. Sales returns are
         recorded at the time and point that  products are received  back from a
         dissatisfied consumer.


                                                                     (Continued)


                                      F-7


                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements



(3)      Summary of Significant Accounting Policies - (Continued)
         --------------------------------------------------------

(d)      Income Taxes
         ------------

         The  Company  uses the asset and  liability  method of  accounting  for
         income taxes. At December 31, 2003 and 2002, the deferred tax asset and
         deferred  tax  liability  accounts,  as recorded  when  material to the
         financial statements, 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 December 31, 2003 and 2002 deferred tax assets are related solely to
         the  Company's  net  operating  loss  carry  forward  of  approximately
         $600,000  which is fully  reserved.  If these  carry  forwards  are not
         utilized, they will begin to expire in 2018.


(e)      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.  As of December
         31,  2003  and  2002,  the  Company  had  no  warrants  and/or  options
         outstanding.

(4)      Inventory
         ---------


During  the final  quarter  of the year  ended  December  31,  2003,  management
recorded an  inventory  reserve of  $251,534.  The reserve has been  established
primarily  as a result of lower than  expected  levels of sales  volume over the
last two years.  The  relatively  small sales volume  result from the  Company's
limited marketing resources and distribution capabilities.  As a result of these
factors management may find it necessary,  for working capital purposes, to sell
its inventory at prices substantially below its carrying value. While management
expects  sales  volume  to  increase  in 2004  there  can be no  assurance  that
projected levels of revenue will be achieved.



                                      F-8


                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements




(5)      Related Party Transactions
         --------------------------

As of  December  31,  2003,  the  Company  has a net  payable to two  affiliated
entities of  $151,166.  These  advances are  unsecured,  due upon demand and are
non-interest bearing.

(6)      Commitments
         -----------

Beginning   December   15,   2002,   the   Company   leased  an  8,000  sq.  ft.
office/warehouse  under a lease from a  non-related  third  party  scheduled  to
expire  December  31, 2004.  The  following  summarizes  the  Company's  current
obligations under a three year lease as of December 31, 2002.

                  Date of lease         12-15-02 
                  Lease term begins     01-01-03 
                  Lease term ends       12-31-04 
                  Renewal option        None 
                  Contingent rents      No 
                  Initial rent          $3,750 per month 
                  Escalation            None

Future minimum  payments,  by years and in the aggregate,  under  non-cancelable
operating lease with initial or remaining terms of one year or more consisted of
the following at December 31, 2003:

            Year Ending December 31,             Amount
            ------------------------             ------

                       2004                      $ 45,000







                                      F-9




                           MILLENNIA TEA MASTERS, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements





(7)      Selected Financial Data (Unaudited)
         -----------------------------------

The following is a summary of the quarterly  results of operations for the years
ended December 31, 2003 and 2002, respectively:



                                Quarter Ended    Quarter ended    Quarter ended    Quarter ended      Year ended
                                  March 31,         June 30,      September 30,     December 31,     December 31,
                                -------------    -------------    -------------    -------------    -------------
                                                                                               
2003                                                                                                   
                                                                                                       
Net revenues                    $          60              724            4,291            3,603            8,678
Net loss                              (11,747)         (19,879)         (21,995)        (299,347)        (352,968)
Basic loss per share                    (0.01)           (0.01)           (0.01)           (0.17)           (0.20)
Weighted-average number of                                                                             
shares issued and outstanding       1,730,939        1,730,939        1,730,939        1,730,939        1,730,939
                                                                                                       
2002                                                                                                   
                                                                                                       
Net revenues                    $          96              150              276              496            1,018
Net loss                              (16,265)         (12,246)         (14,425)         (18,990)         (61,926)
Basic loss per share                    (0.01)           (0.01)           (0.01)           (0.01)           (0.04)
Weighted-average number of                                                                             
shares issued and outstanding       1,730,939        1,730,939        1,730,939        1,730,939        1,730,939


















                                      F-10



                                    VoIP Inc.
                           Consolidated Balance Sheet
                               September 30, 2004


                                                                   (Unaudited)
                                                                 Sept. 30, 2004 
                                                                 -------------- 
                                                                    
       ASSETS                                                       
                                                                    
Current Assets                                                      
       Cash on hand and in bank                                  $      237,524
       Accounts receivable                                              806,686
       Due from related parties                                            --
       Inventory                                                        369,944
       Other current assets                                             133,412
                                                                 --------------
Total Current Assets                                                  1,547,566
                                                                 --------------
                                                                    
Property and equipment, net                                             385,405
Goodwill                                                              6,618,864
Investment DTNet                                                           --
Investment Voipamericas                                                    --
Other assets                                                             15,572
                                                                 --------------
                                                                    
TOTAL ASSETS                                                     $    8,567,407
                                                                 ==============
                                                                    
                                                                    
       LIABILITIES AND STOCKHOLDERS' EQUITY                         
                                                                    
Current liabilities                                                 
       Accounts payable                                          $    1,169,840
       Amounts due to affiliates                                           --
       Other current liabilities                                        726,676
                                                                 --------------
Total Liabilities                                                     1,896,516
                                                                 --------------
                                                                    
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
Additional paid in capital                                           11,885,049
Accumalitive deficit                                                 (5,235,017)
                                                                 --------------
Total stockholders' equity                                            6,670,891
                                                                 --------------
                                                                    
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $    8,567,407
                                                                 ==============
                                               



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.

                                      F-11


                                    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  
                                                     ended            ended   
                                                 September 30,    September 30,
                                                     2004             2003
                                                 -------------    -------------
                                                                    
Revenues                                         $   1,015,065    $       5,075
                                                                    
Cost of Sales                                          737,904            1,268
                                                 -------------    -------------
                                                                    
Gross Profit                                           277,161            3,807
                                                                    
Operating expenses                                                  
     General and administrative expenses             4,887,531           57,428
                                                 -------------    -------------
                                                                    
Gain (Loss) from operations                         (4,610,370)         (53,621)
                                                                    
Other income (expenses)                                   --               --
                                                 -------------    -------------
                                                                    
Gain (Loss) before income taxes                     (4,610,370)         (53,621)
                                                                    
Provision for income taxes                                --               --
                                                 -------------    -------------
                                                                    
Net Gain (Loss)                                  $  (4,610,370)   $     (53,621)
                                                 =============    =============
                                                                    
  Loss per weighted average                                         
    share of common stock                                           
    outstanding, computed on net                                    
    loss - basic and fully                                          
    diluted                                              (0.42)   $       (0.03)
                                                                    
  Weighted average number of                                        
    shares of common stock                                          
    outstanding - basic and fully                   10,989,990        1,730,939
    diluted                                                  


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.

                                      F-12



                                    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.

                                      F-13

                                   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,  eGlobalphone, 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.


                                      F-14



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  inter-company 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.




                                      F-15



5.       Advertising expenses

Advertising and marketing expenses are charged to operations as incurred.



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. are 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.


                                      F-16



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.



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.




















                                      F-17


You may rely on the information contained in
this  prospectus.  We  have  not  authorized
anyone to provide information different from
that contained in this  prospectus.  Neither
the delivery of this prospectus nor the sale              UP TO 4,349,000 SHARES
of  common  shares  means  that  information                                    
contained  in  this  prospectus  is  correct                   COMMON STOCK     
after  the  date  of this  prospectus.  This                                    
prospectus  is  not  an  offer  to  sell  or                                    
solicitation  of an offer to buy our  common                                    
shares in any circumstances  under which the                     PER SHARE      
offer or solicitation is unlawful.                                              
                                                                                
       ----------------------                                                   
                                                                                
                                                                                
                                                                VoIP, Inc.      
           TABLE OF CONTENTS                                                    
                                                                                
Heading                                 Page                                    
-------                                 ----                                    
                                                                                
Prospectus Summary                       2                  ------------------- 
                                                                                
Risk Factors                             6                  P R O S P E C T U S 
                                                            ------------------- 
Use of Proceeds                          15                                     
                                                                                
Dividend Policy and Market Data          15                                     
                                                                                
Business and Properties                  16                                     
                                                              January 5, 2005   
Management's Discussion and Analysis of                                         
  Financial Condition and Results of                    
  Operations                             25

Management                               36

Principal Shareholders                   43

Description of Securities                44

Plan of Distribution                     48

Investor Suitability Requirement         49

Legal Matters                            51

Experts                                  51

Available Information                    51

Index to Financial Statements            F-1

Until  April 5,  2005 (90 days from the date
of this  Prospectus),  all dealers effecting
transactions  in the registered  securities,
whether   or  not   participating   in  this
distribution,  may be  required to deliver a
Prospectus.  This  is  in  addition  to  the
obligation   of   dealers   to   deliver   a
Prospectus when acting as  underwriters  and
with respect to their unsold  allotments  or
subscriptions.