UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report: ~~September~~December 2617, 2007

(Date of earliest event reported)

VoIP, Inc.

(Exact name of Company as specified in its charter)

Texas	000-28985	75-2785941
(State or Other Jurisdiction)	(Commission File Number)	(I.R.S. Employer Identification)
of Incorporation)

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

(Address of principal executive offices) (Zip Code)

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

N/A

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

o	Written communication 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 40.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

OnAs ~~September~~reported ~~26,~~in ~~2007~~VoIP, ~~the~~Inc.’s ~~Company issued and sold a $250,000 secured convertible note~~ (the “~~Note~~Company”) toForm an8-K ~~accredited~~filed ~~investor~~on inDecember a5, ~~private placement for a net~~2007, ~~purchase~~Shawn ~~price~~Lewis ofresigned ~~$200,000.~~as ~~The~~the ~~Note~~Company’s isChief ~~secured~~Operating byOfficer aand ~~certain receivable of~~Chief ~~the Company~~Technology ~~and~~Officer ~~is due~~ on ~~October~~December 4, 2007. As reported Inin the ~~event of the~~ Company’s ~~default under~~Form ~~the~~10-Q ~~terms~~filed ofon ~~the~~November ~~Note~~14, ~~the~~2007, ~~unpaid portion of~~ the ~~Note becomes convertible~~ ~~into~~Company ~~free-trading~~entered ~~shares~~into ofseveral ~~the~~employment ~~Company’s~~agreements ~~common~~with ~~stock,~~Mr. ~~par~~Lewis ~~value~~which ~~$0.001 per~~provided ~~share~~for, atamong aother ~~30%~~things, ~~discount~~his right to ~~the~~receive ~~average~~sufficient ofadditional ~~the~~common shares ~~closing market price~~ of the Company’s ~~common~~to ~~stock~~assure ~~over~~that ~~the~~he ~~five~~maintained ~~trading~~a ~~days~~minimum ~~immediately~~of ~~preceding~~8% ~~such~~beneficial ~~conversion,~~ownership ~~subject~~of tothe aCompany's ~~conversion~~fully ~~price~~diluted ~~floor~~common ofshares, ~~$0.75~~before ~~per share~~considering stock sales.

~~The~~Also ~~investor~~as previously ~~also~~reported in ~~received~~the Company’s aForm ~~$36~~10-Q filed on November 14,~~250~~ ~~fee~~2007, the Company was in ~~the~~default ~~form~~for nonpayment of ana ~~unsecured~~$300,000 ~~convertible~~ note payable to Mr. Lewis (the “~~Fee~~ Note”), ~~due~~resulting onin ~~October~~the 4Company incurring default-related penalties totaling $850,000. ~~2007~~Also ~~and~~as ~~convertible~~previously indisclosed, ~~the~~to ~~event~~partially ofaddress this, ~~default under~~ the Company ~~same~~assumed ~~terms~~Mr. ~~and~~Lewis's ~~conditions~~personal asobligations ~~those~~under ~~set~~a ~~forth~~$300,000 innote ~~the~~payable ~~Note~~to Black Forest International, LLC.

WeOn ~~claim an~~December ~~exemption~~17, ~~from~~2007 the ~~registration~~Company ~~requirements~~and ofMr. ~~the~~Lewis ~~Act~~entered ~~for~~into ~~the~~a ~~private~~Settlement Agreement ~~placement~~and ofRelease, ~~these~~whereby ~~securities~~Mr. ~~pursuant~~Lewis towaived ~~Section~~all ~~4(2)~~claims ofrelated ~~the~~to ~~Act~~his ~~and/or~~previous ~~Regulation~~employment Dagreements ~~promulgated~~and ~~thereunder~~the ~~since,~~Note. ~~among~~Mr. ~~other~~Lewis ~~things,~~also ~~the~~agreed ~~transaction~~to limited non-compete ~~did~~and ~~not~~non-solicitation ~~involve~~provisions afor ~~public~~90 ~~offering~~days, ~~the~~renewable ~~investor~~monthly isat anthe ~~accredited investor and/or~~Company’s ~~qualified~~option ~~institutional~~for ~~buyer,~~up ~~the investor had access~~ to ~~information~~six ~~about us and his investment~~months, ~~the~~at ~~investor~~$22,000 ~~took~~per ~~the~~month. ~~securities~~The ~~for~~terms ~~investment~~of ~~and~~the ~~not~~Settlement ~~resale,~~Agreement and werelease ~~took~~include ~~appropriate measures to restrict~~ the ~~transfer~~following ~~of the securities.~~provisions:

~~Item 2~~1.03 ~~Creation~~The ofCompany awill ~~Direct~~pay ~~Financial~~Mr. ~~Obligation~~Lewis orthe ansum ~~Obligation~~of ~~under~~$115,000, ~~an Off-Balance~~in ~~Sheet~~three ~~Arrangement~~monthly ~~of a Registrant~~installments.

The Company will issue to Mr. Lewis shares of its common stock, to be freely tradable pursuant to Section 3(a)(10) of the Securities Act of 1933 subject to court approval. The number of shares so issued will be the greater of: (a) 1,700,000 shares; or (b) the number of shares equivalent to $170,000 of value based on the Company's quoted stock price prior to initiating the Section 3(a)(10) proceedings.

In conjunction with the Settlement Agreement and Release, 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.

Item 1.02

Termination of a Material Definitive Agreement.

See Item 1.01 above.

Item 3 5.02 ~~Unregistered~~Departure ~~Sales~~of Directors of ~~Equity~~Certain ~~Securities~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 1.01 above.

~~Item 9.01 Financial Statements and Exhibits~~2

10.1 - Convertible Promissory Note in the amount of $250,000 dated September 26, 2007

10.2 - Convertible Promissory Note in the amount of $36,250 dated September 26, 2007

SIGNATURES

Pursuant to the ~~requirements~~requirement 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.

Dated: October 2, 2007
	VoIP, INC.
	VoIP, Inc. (Registrant)
Date: December 20, 2007	By:	/s/ Robert Staats
	By:	/s/ Robert Staats
		Robert Staats
		Chief Accounting Officer

~~EXHIBIT INDEX~~3

Exhibit Number

10.1 - Convertible Promissory Note in the amount of $250,000 dated September 26, 2007

10.2 - Convertible Promissory Note in the amount of $36,250 dated September 26, 2007

Filing Compare · VOIP INC