U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
000-28985
----------------
SEC FILE NUMBER
60037J 10 9
----------------
CUSIP NUMBER
NOTIFICATION OF LATE FILING
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ X ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein. If the
notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification
relates:____________
Part I - Registrant Information
Full Name of Registrant: VoIP, Inc.
Former Name if Applicable:
Address of Principal Executive Office: 12330 SW 53rd Street, Suite 712
Fort Lauderdale, Florida 33330
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
X (a) The reasons described in reasonable detail in
--------
Part III of this form could not be eliminated without unreasonable
effort or expense;
X (b) The subject annual report, semi-annual report,
--------
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit
--------
required by Rule 12b-25 is attached.
Part III - Narrative
Registrant has applied its limited accounting staff to a
series of restatements of Forms 10-KSB and 10-QSB and has been
unable to complete all work necessary for its Form 10-Q for the
first quarter of 2006.
Part IV - Other Information
(1) Name and telephone number of person to contact in
regard to this notification
Ronald L. Brown - (214) 659-4469.
(2) Have all other periodic reports required under section
13 or 15(d) of the Securities Exchange Act of 1934 or section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in result
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
As a result of the acquisition of Caerus, Inc. competed on
May 31, 2005 and the acquisition of WQN, Inc. completed on
October 5, 2005, Registrant expects to report significantly
higher revenues for the quarter ended March 31, 2006 than the
revenues reported for the first quarter of 2005. Registrant will
also report a significantly larger net loss for the 2006 quarter
than the loss previously reported for the first quarter of 2005.
-2-
Date: May 15, 2006
VoIP, Inc.
By: /s/ DAVID SASNETT
--------------------------------------
David Sasnett, Chief Financial Officer
-3-