UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
VOIP, INC.
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(Name of Issuer)
Common Stock, Par Value $0.001
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(Title of Class of Securities)
60037 J 10 9
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(CUSIP Number)
February 14, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 60037 J 10 9 13G Page 2 of 4 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John Todd
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 750,000
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 750,000
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH -0-
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON (See Instructions)
IN
________________________________________________________________________________
CUSIP No. 60037 J 10 9 13G Page 3 of 4 Pages
Item 1(a). Name of Issuer:
VOIP, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
12330 S.W. 53rd Street
Ft. Lauderdale, FL 33330
Item 2(a). Name of Person Filing:
John Todd
Item 2(b). Address of Principal Business Office, or if None, Residence:
12330 S.W. 53rd Street
Ft. Lauderdale, FL 33330
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
VoIP, Inc. Common Stock
Item 2(e). CUSIP Number:
60037 J 10 9
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
Not applicable
CUSIP No. 60037 J 10 9 13G Page 4 of 4 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 750,000 shares obtained on February 14,
2005 in a "net exercise" of 2,200,000 warrants
(b) Percent of class: 3.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 750,000 shares.
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of 750,000
shares.
(iv) Shared power to dispose or to direct the disposition of 0.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
(a) Not applicable
(b) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2005
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Date
By: /s/ John Todd
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John Todd