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): February 14, 2005

                                   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 3.03     Unregistered Sale of Equity Securities
              --------------------------------------

         On February 14, 2005,  John Todd exercised a Stock Purchase  Warrant to
purchase  2,200,000  shares of VoIP,  Inc.  common  stock by  surrendering  such
Warrant,  and,  based upon an agreement  with the  Company,  receiving in return
750,000 shares of restricted common stock in a net exercise.

ITEM 9.01     Financial Statements and Exhibits
              ---------------------------------

         A    -     Net Exercise Agreement dated February 14, 2005

                                   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:    February 15, 2005              VoIP, INC.
                                        (Registrant)

                                        By: /s/ Steven Ivester      
                                           -------------------------------------
                                           Steven Ivester
                                           President and Chief Executive Officer

























                                  EXHIBIT INDEX

Exhibit #

A - Net Exercise Agreement dated February 14, 2005





























                                February 14, 2005


Mr. John Todd VoIP, Inc.
12330 S.W. 53rd Street, Suite 712
Fort Lauderdale, Florida 33330

         Re:      Warrant Exercise

Dear John:

         We hereby agree that your Stock Purchase Warrant to purchase  2,200,000
shares of VoIP, Inc. common stock may be exercised by surrendering  the warrants
in full, and receiving in return therefor  750,000  restricted  shares of common
stock in a net exercise.


                                                       VoIP, INC.               




                                                        /s/ Steven Ivester 
                                                       -------------------------
                                                       Steven Ivester, President



                                                        /s/ John Todd 
                                                       -------------------------
                                                       John Todd