UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported) September 12, 2006
VoIP,
Inc.
(Exact
name of Company as specified in its charter)
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Texas
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000-28985
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75-2785941
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(State
or Other
Jurisdiction)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification)
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of
Incorporation)
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151
So. Wymore Rd. Alomonte Springs, Suite 3000, Florida
32714
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (407)
389-3232
N/A
(Former
name or former address, if changed since last report)
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
40.13e-4(c))
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| Item
2.03 |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a
Registrant. |
On
September 13, 2006, the Company executed two promissory notes (collectively,
the
“Notes”), one having a principal balance of $166,666 and the other having a
principal balance of $333,334. On October 4, 2006 or on demand, the Company
must
pay the principal due on the notes, and any interest on the unpaid principal
balance on the Notes. The interest rate on the Notes is 12% and in the event
of
a default, interest for past due amounts shall be eighteen percent per
annum.
| Item
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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(b)
On September 12, Gary Post was terminated as the Company’s Chief Executive
Officer. Mr. Post continues to serve on the Company’s Board of Directors.
(c)
As
previously reported, on September 6, 2006, the Company hired Anthony J. Cataldo
as executive chairman. On September 12, Mr. Cataldo was appointed the Company’s
Chief Executive Officer. During
the past five (5) years, Mr. Cataldo has served as non-executive chairman of
the
board of directors of BrandPartners Group, Inc. (OTC BB:BPTR) a provider
of integrated products and services dedicated to providing financial services
and traditional retail clients with turn-key environmental solutions
from
October 2003 through August 2006. Mr. Cataldo also served as non-executive
co-chairman of the board of MultiCell Technologies, Inc. (OTC BB: MUCL) a
supplier of functional, non-tumorigenic immortalized human hepatocytes from
February 2005 through July 2006. Mr. Cataldo has also served as executive
chairman of Calypte Biomedical Corporation (AMEX: HIV), a publicly traded
biotechnology company, involved in development and sale of urine based HIV-1
screening test from May 2002 through November 2004. Prior to that, Mr. Cataldo
served as the Chief Executive Officer and Chairman of the Board of Directors
of
Miracle Entertainment, Inc., a Canadian film production company, from May 1999
through May 2002 where he was the executive producer or producer of several
motion pictures. From
August 1995 to December 1998, Mr. Cataldo served as President and Chairman
of
the Board of Senetek, PLC (OTC BB:SNTKY), a publicly traded biotechnology
company involved in age-related therapies.
(d)
Effective as of September 6, Anthony J. Cataldo was appointed to the Company’s
Board and as of September 12, 2006, he was appointed Chairman of the Company’s
Board. On September 12, 2006, Nick Iannuzi was appointed to the Company’s Board
of Directors.
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VoIP,
INC. |
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| Date: September
18, 2006 |
By: |
/S/ Anthony
Cataldo |
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Anthony
Cataldo |
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Chief
Executive Officer |