FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
VoIP,
Inc.
(Exact
name of registrant as specified in its charter)
(Texas)
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(000-28985)
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75-2785941
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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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)
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)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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The
Notes
are due at
the
earlier of any of the following events or dates:
2. |
The
Company’s closing and funding of a financing agreement that nets a minimum
receipt of $1,000,000 cash; or
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3. |
The
Company’s first substantial receipt of cash related to revenue generated
from a major new customer.
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In
the
event that the Company fails to repay the Notes upon the occurrence of one
of
the above three conditions, the investors may, at their option, formally declare
the Company to be in default thereunder. In that event, the Notes shall become
immediately convertible in whole or in part, at the investors’ option, into
shares of the Company’s common stock, par value $0.001 per share, at the
conversion rate of the lesser of: (a) $0.08 per share; or (b) a 30% discount
to
the average of the closing market price of the Company’s common stock over the
five trading days immediately preceding such conversion.
We
claim an exemption from the registration requirements of the Act for the private
placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not 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.
ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL
OBLIGATION
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See
Item
1.01 above.
(c)
Exhibits
10.1
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Convertible Promissory Note dated July 20, 2007 - Alpha Capital
Anstalt
10.2
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Convertible Promissory Note dated July 20, 2007 - Ellis International,
Ltd.
10.3
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Convertible Promissory Note dated July 20, 2007 - Whalehaven Capital Fund,
Ltd.
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.
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VoIP,
INC.
(Registrant)
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Date: July
26, 2007
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By: |
/s/ Robert
Staats
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Robert
Staats
Chief
Accounting Officer
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EXHIBIT
INDEX
Exhibit
#
10.1
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Convertible Promissory Note dated July 20, 2007 - Alpha Capital
Anstalt
10.2
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Convertible Promissory Note dated July 20, 2007 - Ellis International,
Ltd.
10.3
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Convertible Promissory Note dated July 20, 2007 - Whalehaven Capital Fund,
Ltd.