---

---

---

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective December 8, 2007, Stuart Kosh resigned as a member of VoIP, Inc.’s (the “Company”) board of directors for personal reasons.

On December 10, 2007, the Company appointed Arthur McCabe and Kevin Behanna as Co-Chief Technology Officers.

 

See also Item 8.01 below.

 

Item 8.01 Other Events.

On October 17, 2007 the Company’s Board of Directors granted the following compensation to non-employee Board members:

1.

Additional common shares each calendar quarter such that their ownership in the Company’s common shares equals ½ percent of the Company’s outstanding common shares at any given time for each year of service on the Board (less any portions of these shares subsequently sold or otherwise disposed of), with such annual determination and vesting of the ½% being made at the later of the beginning of each calendar year or the date individual Board members join the Board, and effective retroactive to each non-employee’s date that they joined the Board; and

2.	Retroactive to January 1, 2007, $50,000 in cash per year (paid quarterly), and that this compensation be in lieu of any previously-existing per-meeting cash compensation since January 1, 2007.

Also on October 17, 2007 Company’s Board of Directors approved that Robert Staats, the Company’s Chief Accounting Officer, be compensated (in addition to other current compensation) with the vested right to receive additional common shares each calendar quarter such that his ownership in the Company’s common shares equals two (2) percent of the Company’s outstanding common shares at any given time (less any portions of these shares subsequently sold or otherwise disposed of).

 

Item 9.01

Financial Statements and Exhibits

 

(c) Exhibits

17.1	Stuart Kosh Letter of Resignation dated December 8, 2007.

17.2	Letter from Stuart Kosh dated December 10, 2007.

2

---