UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~PURSUANT ~~of Report:~~TO ~~December~~SECTION ~~17,~~13 ~~2007~~OR 15(d) OF THE

~~(Date~~SECURITIES ~~of earliest~~EXCHANGE ~~event~~ACT ~~reported)~~OF 1934

Date of Report (Date of earliest event reported): January 18, 2008

VoIP, Inc.

(Exact name of ~~Company~~registrant as specified in its charter)

Texas	000-28985	75-2785941
(Texas)		(000-28985)	75-2785941
(State or Other Jurisdiction)	(Commission File Number)	(I.R.S. Employer Identification)
(State of Incorporation)		(Commission File No.)	(IRS Employer Identification No.)
of Incorporation)

151 So. Wymore Rd., Suite 3000, Altamonte Springs, ~~Florida~~Suite 32714

(Address of principal ~~executive~~execute offices), ~~(Zip~~including ~~Code~~zip code)

~~Registrant's telephone number, including area code:~~ (407) 389-3232

(Registrant's telephone number, including area code)

Copies to:

Marc Ross, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

N/A

(Former name or former address, if changed since last report)

oCheck the appropriate ~~Written~~box ~~communication~~below ~~pursuant~~if ~~to Rule 425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~o Soliciting material pursuant~~ to ~~Rule~~simultaneously satisfy ~~14a-12 under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following provisions ~~Act~~ (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. ~~o Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~under the Exchange Act (17 CFR 40.13e-4(c))~~:

~~Item~~o 1Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.01425) ~~Entry~~o ~~into~~Soliciting amaterial ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~As reported~~ITEM ~~in VoIP, Inc~~1.’s01 ~~(the~~ENTRY ~~“Company”)~~INTO ~~Form~~A ~~8-K~~MATERIAL ~~filed~~DEFINITIVE on December 5, 2007, Shawn Lewis resigned as the Company’s Chief Operating Officer and Chief Technology Officer on December 4, 2007. As reported in the Company’s Form 10-Q filed on November 14, 2007, the Company entered into several employment agreements with Mr. Lewis which provided for, among other things, his right to receive sufficient additional common shares of the Company to assure that he maintained a minimum of 8% beneficial ownership of the Company's fully diluted common shares, before considering stock sales. AGREEMENT

~~Also~~As as previously reported in ~~the Company’s~~a Form 108-QK filed on ~~November~~December 1421, 2007, VoIP, Inc. (the “Company”) ~~was~~entered ininto ~~default~~a ~~for~~subscription ~~nonpayment~~agreement ofand arelated ~~$300~~agreements on December 18,~~000~~ ~~note~~2007. ~~payable~~Pursuant to ~~Mr.~~that ~~Lewis~~subscription agreement, on January 18, 2008 the Company issued and sold $660,400 in secured convertible notes (the “~~Note~~Lockbox Notes”), ~~resulting~~to ina number of institutional investors (the ~~Company~~“Investors”) ~~incurring~~pursuant ~~default-related~~to ~~penalties~~a ~~totaling~~second closing, for a purchase price of $~~850~~574,~~000.~~261 ~~Also~~(reflecting asa ~~previously~~13.04% ~~disclosed~~original issue discount). $152,016 of the proceeds were used to ~~partially~~repay ~~address~~existing ~~this,~~notes ~~the~~and ~~Company~~advances ~~assumed~~of ~~Mr.~~three ~~Lewis's~~Investors, ~~personal~~and ~~obligations~~$53,680 ~~under~~of athe ~~$300,000~~proceeds ~~note~~were ~~payable~~used to pay toclosing ~~Black~~costs. ~~Forest~~The ~~International~~Investors will also be issued an aggregate of 574,260 ~~LLC~~shares Series A preferred stock (“Preferred Stock”) with a stated value of $0.50 per share.

OnFollowing ~~December 17, 2007~~ the ~~Company~~close ~~and~~of ~~Mr. Lewis entered into a Settlement Agreement and Release, whereby Mr. Lewis waived all claims related to his previous employment agreements and~~ the ~~Note.~~above ~~Mr.~~described ~~Lewis also agreed to limited non-compete and non-solicitation provisions for 90 days~~transactions, ~~renewable monthly at~~ the Company~~’s option~~ ~~for~~had ~~up to six months~~16, ~~at $22~~116,~~000~~079 ~~per month. The terms of the Settlement~~shares ~~Agreement~~of ~~and~~its ~~release~~common ~~include~~stock ~~the~~issued ~~following~~and ~~provisions:~~outstanding.

1.We claim an ~~The~~exemption ~~Company~~from ~~will~~the ~~pay~~registration ~~Mr.~~requirements ~~Lewis~~of the ~~sum~~Act for the private placement of ~~$115~~these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since,~~000~~ among other things, inthese transactions ~~three~~did ~~monthly~~not ~~installments~~involve a public offering, the Investors were accredited investors and/or qualified institutional buyers, the Investors had access to information about us and their investment, the Investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

2. The foregoing ~~Company~~description ~~will~~of ~~issue~~the tosubscription ~~Mr.~~agreement ~~Lewis~~and ~~shares~~related ofdocuments ~~its~~does not ~~common~~purport ~~stock,~~ to be ~~freely~~complete ~~tradable~~and ~~pursuant~~is toqualified ~~Section~~in ~~3(a)(10)~~its ofentirety ~~the~~by ~~Securities~~reference ~~Act of 1933 subject~~ to these ~~court~~agreements ~~approval.~~which ~~The~~are ~~number~~attached ofas ~~shares~~exhibits ~~so issued will be the greater of: (a) 1,700,000 shares; or (b) the number of shares equivalent~~ to ~~$170,000~~this ofCurrent ~~value~~Report ~~based~~and are incorporated oninto ~~the~~this ~~Company's~~Item ~~quoted~~by ~~stock price prior to initiating the Section 3(a)(10) proceedings~~reference.

~~In conjunction~~ITEM ~~with~~2.03 ~~the~~CREATION ~~Settlement~~OF ~~Agreement~~A ~~and~~DIRECT ~~Release,~~FINANCIAL the Company is expected to recognize a related loss of approximately $600,000 in the fourth quarter of 2007, comprised of accelerated amortization of previous stock compensation, partially offset by the excess of the liabilities previously accrued on the Company’s consolidated balance sheet over the expected cash payments and stock issuance in #1 and #2 above.OBLIGATION

Item 1.02 Termination of a Material Definitive Agreement.

See Item 1.01 above.

~~Item~~ITEM 53.02 ~~Departure~~UNREGISTERED ofSALES ~~Directors~~OF ofEQUITY ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~SECURITIES

See Item 1.01 above.

ITEM 8.01

OTHER EVENTS

See Item 1.01 above.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

10.1 - Form of Subscription Agreement dated December 18, 2007 (incorporated by reference to Form 8-K filed with the SEC on December 21, 2007).

10.2 - Form of Secured Convertible Note dated December 18, 2007 (incorporated by reference to Form 8-K filed with the SEC on December 21, 2007).

10.3 - Preferred Stock Certificate of Designations (incorporated by reference to Form 8-K filed with the SEC on December 21, 2007).

~~SIGNATURES~~10.4 - Form of Loan (Lockbox) Agreement dated December 18, 2007 (incorporated by reference to Form 8-K filed with the SEC on December 21, 2007).

~~Pursuant~~10.5 to- Form ~~the requirement~~ of ~~the~~Lockbox ~~Securities~~Escrow ~~Exchange~~Agreement ~~Act~~dated ofDecember ~~1934~~18, ~~the~~2007 ~~Registrant~~(incorporated ~~has~~by ~~duly~~reference ~~caused this report~~ to beForm ~~signed~~8-K onfiled ~~its~~with ~~behalf~~the bySEC ~~the~~on ~~undersigned~~December ~~hereunto duly~~21, ~~authorized~~2007).

	VoIP, INC.
Date: December 20, 2007	By:	/s/ Robert Staats
		Robert Staats
		Chief Accounting Officer

10.6 - Form of Intercreditor, Subordination, Waiver and Amendment Agreement dated December 18, 2007 (incorporated by reference to Form 8-K filed with the SEC on December 21, 2007).

10.7- Lockup Agreement with Anthony Cataldo dated December 18, 2007 (incorporated by reference to Form 8-K filed with the SEC on December 21, 2007).

10.8- Personal Guaranty by Anthony Cataldo dated December 18, 2007 (incorporated by reference to Form 8-K filed with the SEC on December 21, 2007).

SIGNATURES

Pursuant to the requirements 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.

	VoIP, INC. (Registrant)

Date: January 24, 2008	By:	/s/ Robert Staats Robert Staats
		Chief Accounting Officer

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