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): December 10, 2004 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.) 12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330 -------------------------------------------------------------- (Address of principal execute offices, including zip code) (954) 434-2000 -------------- (Registrant's telephone number, including area code) 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): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.02 Unregistered Sale of Equity Securities On December 10, 2004, Registrant issued five-year warrants to purchase a total of 2,000,000 shares for an exercise price of $2.75 per share, to two persons assisting Registrant with its investor relations program. Such warrants were issued pursuant to exemption under Section 4(2) of the Securities Act of 1933. ITEM 9.01 Financial Statements and Exhibits 10.6.1 - Stock Purchase Warrant issued to Ivano Angelaftri 10.6.2 - Stock Purchase Warrant issued to Ebony Finance 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. Date: December 15 , 2004 VoIP, INC. (Registrant) By: /s/ Steven Ivester ------------------------------------- Steven Ivester President and Chief Executive Officer EXHIBIT INDEX Exhibit # 10.6.1 - Stock Purchase Warrant issued to Ivano Angelaftri 10.6.2 - Stock Purchase Warrant issued to Ebony Finance