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): ~~November~~February 15, ~~2007~~2008

VoIP, Inc.

(Exact name of registrant as specified in its charter)

(Texas)		(000-28985)		75-2785941
(State of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

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

(Address of principal execute offices, including zip code)

(407) 389-3232

(Registrant's telephone number, including area code)

Copies to:

Marc Ross, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to 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))

ITEM 2.~~04 TRIGGERING EVENTS~~05 ~~THAT~~Costs ~~ACCELERATE~~Associated ORwith ~~INCREASE~~Exit Aor ~~DIRECT~~Disposal ~~FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT~~Activities

~~Since~~On ~~November~~February 15, ~~2007~~2008 VoIP, Inc. (the “Company”) ~~has~~decided ~~converted~~to ~~$181,215~~reorganize of its ~~convertible notes~~operations ~~and related~~to ~~interest~~focus ~~into~~primarily ~~3,716,623~~on ~~shares~~business ofopportunities ~~its~~associated ~~common~~with ~~stock.~~its ~~In addition, $57,694~~patented ~~notes~~technology including “click-to-call” and ~~interest~~“pay-per-click” ~~are~~applications. ~~currently~~Associated inwith ~~process~~that ofdecision, ~~conversion~~on ~~into~~February 5,~~106,951 additional~~ ~~common~~2008 ~~shares. A number of~~ the Company~~’s existing financing~~ ~~agreements~~suspended ~~contain~~all ~~“favored~~of ~~nations”~~its ~~pricing~~telecommunications ~~provisions~~network ~~such~~operations ~~that~~including ~~for~~all ~~future~~current ~~securities~~revenue ~~offerings~~generating byoperations. ~~the~~The Company atalso areduced ~~price~~its ~~per~~workforce ~~share~~by ~~less than the~~25 ~~contractual common stock or preferred stock conversion or warrant exercise rates~~persons, ~~those~~eliminating ~~investors'~~most ~~conversion~~of orits ~~exercise~~network ~~rates~~operations ~~would~~and besoftware ~~adjusted to the~~engineering ~~lower offering price~~staff. AsThe aCompany ~~result~~is ofcurrently ~~these~~entertaining ~~recent~~offers ~~transactions,~~on the ~~Company’s convertible~~sale ~~notes,~~of ~~convertible~~its ~~preferred shares~~network, and ~~warrants~~has ~~with~~not ~~favored nations~~yet ~~provisions~~evaluated ~~are now convertible or exercisable into shares of~~ the ~~Company's~~potential ~~common~~financial ~~stock~~statement atimpact ~~the rate~~ of ~~the~~related ~~lesser~~impairments of: ~~(a)~~its ~~$0.0095 per share;~~tangible orand ~~(b)~~intangible ~~70% of the Company’s average of the three lowest closing bid prices of its common stock for the 10 days prior to the date an investor converts or exercises~~assets. AsHowever, a ~~result~~material ofnoncash ~~these~~asset ~~transactions,~~impairment ~~the~~charge ~~Company’s outstanding and~~ranging ~~fully~~up ~~diluted~~to ~~common shares currently equals approximately 17~~$23.9 million ~~(exclusive~~ ofto the ~~5,106,951 conversion shares in process referenced above) and 4.4 billion shares, respectively. The issuance of the common stock is subject to the~~ Company’s ~~obtaining~~consolidated ~~shareholder~~2007 ~~approval~~results ~~to authorize either an increase~~ of ~~the~~ ~~number~~operations ~~of its authorized shares of common stock, or a reverse split of~~is ~~its common shares, to enable the Company to issue the shares of common stock upon conversion by the investors~~likely. The Company incorporates by reference its Form 10-Q filed on November 14, 2007 concerning the price ratchet effect on the derivative securities previously issued that have “favored nations” provisions.

ITEM 82.0106 ~~OTHER~~Material ~~EVENTS~~Impairments

AsSee ~~disclosed in Note K to the Company’s consolidated financial statements included in Part 1,~~ Item ~~1 of the Company’s Quarterly Report on Form 10-Q filed on~~ ~~November 14, 2008, a $300,000 note payable to Black Forest International, LLC (“BFI”), plus interest, was in default~~2.05 ~~On January 17, 2008 BFI was awarded a default final judgment against the Company for $338,500~~above. ~~BFI has since issued several writs of garnishment against the Company in an effort to collect this amount.~~

OnITEM January 24, 2008 Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) filed a Complaint against the Company in New York County, New York claiming damages in excess of $628,943 that Pillsbury claims is owed by the Company for legal services rendered8. ~~The Company is currently reviewing the Complaint, and has~~01 Other ~~not yet filed an Answer.~~Events

OnSee ~~January 28, 2008 Stuart Kosh (“Kosh”) filed an Amended Complaint against the~~Item ~~Company in Broward County, Florida claiming damages in excess of $391,000 that Kosh claims is owed by the Company for various compensation and stock-related claims~~2.05 ~~The Company is currently reviewing the Complaint, and has not yet filed an Answer~~above.

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: February 4, 2008	By:	/s/ Anthony Cataldo
Date: February 6, 2008	By:	/s/ Robert Staats
		Anthony Cataldo Chief Executive Officer
		Robert Staats Chief Accounting Officer

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