UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. ___)
(Name
of
Issuer)
COMMON
STOCK, $.001 PAR VALUE
(Title
of
Class of Securities)
928628
106
(CUSIP
Number)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed: x Rule
13d-1(c)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
the
disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on following page(s)
Page
1 of
4 Pages
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CUSIP
No. 928628 106
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13G
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Page
2 of 4 Pages
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1.
NAMES
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whalehaven
Capital Fund Limited
2.
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
o
(b)
o
3.
SEC
USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
5.
SOLE
VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
-
2,913,540 Common Stock
6.
SHARED VOTING POWER - None
7.
SOLE
DISPOSITIVE POWER - 2,913,540 shares of Common Stock
8.
SHARED
DISPOSITIVE POWER - None
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
2,913,540
shares of Common Stock
10.
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES x
The
aggregate amount in Row 9 does not include shares issuable upon conversion
of
Notes and exercise of Warrants held by Whalehaven Capital, which contain a
contractually stipulated 9.99% ownership restriction. The full conversion of
Whalehaven Capital’s Convertible Notes and Warrants would exceed this
restriction.
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12.
TYPE
OF REPORTING PERSON
CO
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CUSIP
No. 928628 106
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13G
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Page 3
of 4 Pages
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ITEM
1
(a) NAME OF ISSUER: VoIP, Inc.
ITEM
1
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
12330
SW
53rd
Street,
Suite 712, Ft. Lauderdale, FL 33330
ITEM
2
(a) NAME OF PERSON FILING: Whalehaven Capital Fund Limited
ITEM
2
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
3rd
Floor, 14 Par-Laville Road, Hamilton, Bermuda HM08
ITEM
2
(c) CITIZENSHIP: Bermuda
ITEM
2
(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value
ITEM
2
(e) CUSIP NUMBER: 928628 106
ITEM
3 IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR
13D-2(B):
Not applicable
ITEM
4
OWNERSHIP
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(a) |
AMOUNT
BENEFICIALLY OWNED: 2,913,540 Shares of Common
Stock
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(b) |
PERCENT
OF CLASS: 8.3%
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(c) |
NUMBER
OF SHARES AS TO WHICH SUCH PERSON
HAS:
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(i) |
SOLE
POWER TO VOTE OR DIRECT THE VOTE
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2,913,540
Shares
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(ii) |
SHARED
POWER TO VOTE OR DIRECT THE VOTE
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0
Shares
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(iii) |
SOLE
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
|
2,913,540
Shares
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(iv) |
SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
|
0
Shares
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CUSIP
No. 928628 106
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13G
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Page 4
of 4 Pages
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ITEM
5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not
applicable
ITEM
6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not
applicable
ITEM
7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not
applicable
ITEM
8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not
applicable
ITEM
9
NOTICE OF DISSOLUTION OF GROUP
Not
applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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March
12, 2008
----------------------------------------
(Date)
/s/
Brian Mazzella
----------------------------------------
(Signature)
Whalehaven
Capital Fund Limited
By:
Brian Mazzella, CFO
----------------------------------------
(Name/Title)
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