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 26, 2007
(Date
of
earliest event reported)
VoIP,
Inc.
(Exact
name of Company as specified in its charter)
Texas
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000-28985
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75-2785941
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(State
or Other Jurisdiction)
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(Commission
File Number)
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(I.R.S.
Employer Identification)
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of
Incorporation)
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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
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
40.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
September 26, 2007, the Company issued and sold a $250,000 secured convertible
note (the “Note”) to an accredited investor in a private placement for a net
purchase price of $200,000. The Note is secured by a certain receivable of
the
Company and is due on October 4, 2007. In the event of the Company’s default
under the terms of the Note, the unpaid portion of the Note becomes convertible
into free-trading shares of the Company’s common stock, par value $0.001 per
share, at 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, subject to a conversion price floor of $0.75 per share.
The
investor also received a $36,250 fee in the form of an unsecured convertible
note (the “Fee Note”) due on October 4, 2007 and convertible in the event of
default under the same terms and conditions as those set forth in the
Note.
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 investor is an accredited investor and/or
qualified institutional buyer, the investor had access to information about
us
and his investment, the investor took the securities for investment and not
resale, and we took appropriate measures to restrict the transfer of the
securities.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See
Item
1.01 above.
Item
3.02 Unregistered Sales of Equity Securities
See
Item
1.01 above.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
10.1
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Convertible Promissory Note in the amount of $250,000 dated September 26,
2007
10.2
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Convertible Promissory Note in the amount of $36,250 dated September 26,
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.
Dated:
October 2, 2007
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VoIP,
Inc.
(Registrant)
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By:
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/s/ Robert
Staats
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Robert
Staats
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Chief
Accounting Officer
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EXHIBIT
INDEX
Exhibit
Number
10.1
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Convertible Promissory Note in the amount of $250,000 dated September 26,
2007
10.2
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Convertible Promissory Note in the amount of $36,250 dated September 26,
2007