UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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                                   (Mark one)
         X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                                   -----------
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                                   -----------
                                     OF 1934

              For the transition period from _________ to ________

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                        Commission File Number: 000-28985
                                     -------

                                   VoIP, Inc.
        (Exact name of small business issuer as specified in its charter)

             Texas                                          75-2785941
-----------------------------                       ----------------------------
   (State of incorporation)                           (IRS Employer ID Number)

           12330 SW 53rd Street, Suite 712, Fort Lauderdale, FL 33330
              -----------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 434-2000
                           (Issuer's telephone number)

--------------------------------------------------------------------------------


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES X  NO
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 03, 2005: 26,578,132

Transitional Small Business Disclosure Format (check one):   YES   NO X


Registrant is an accelerated filer (check one):              YES   NO X





                                   VoIP, Inc.

                Form 10-QSB for the Quarter ended March 31, 2005

                                Table of Contents


                                                                            Page

Part I - Financial Information

  Item 1     Financial Statements                                              3

  Item 2     Management's Discussion and Analysis or Plan of Operation         9

  Item 3     Controls and Procedures                                          11


Part II - Other Information

  Item 1   Legal Proceedings                                                  11

  Item 2   Changes in Securities (to be completed)                            11

  Item 3   Defaults upon Senior Securities                                    12

  Item 4   Submission of Matters to a Vote of Security Holders                12

  Item 5   Other Information                                                  12



Signatures                                                                    13











                                       2


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements



                                    VoIP Inc.
                           Consolidated Balance Sheets
                      March 31, 2005 and December 31, 2004


                                                                              
                                                  (Unaudited)       (Audited)
                                                                          
                                                 Mar. 31, 2005    Dec. 31, 2004
                                                 -------------    -------------
                                                                    
    ASSETS                                                          
                                                                    
Current Assets:                                                     
    Cash and cash equivalents                    $     925,534    $   1,141,205
    Accounts receivable, net of allowance of                        
    $98,197 and $136,795 respectively                1,234,173          818,071
    Due from related parties                           245,402          245,402
    Inventory                                          965,181          187,451
    Assets from discontinued operations                392,000          412,419
    Other current assets                               232,168           43,702
                                                 -------------    -------------
Total Current Assets                                 3,994,458        2,848,250
                                                                    
Property and equipment, net                            421,240          419,868
Intangibles                                          6,923,854        6,923,854
Other assets                                            80,816           23,580
                                                 -------------    -------------
                                                                    
TOTAL ASSETS                                     $  11,420,368    $  10,215,552
                                                 =============    =============
                                                                    
                                                                    
    LIABILITIES AND SHAREHOLDERS' EQUITY                            
                                                                    
Current liabilities:                                                
    Accounts payable and accrued expenses        $   1,491,035    $   1,224,974
    Notes payable                                    1,209,334          760,000
    Other current liabilities                           65,196          123,140
                                                 -------------    -------------
Total current liabilities                            2,765,565        2,108,114
                                                 -------------    -------------
                                                                    
Shareholders' equity:                                               
    Common stock - $0.001 par value                                 
      100,000,000 shares authorized                                 
      26,378,132 and 24,258,982 issued                              
      and outstanding respectively                      26,379           24,259
    Additional paid-in capital                      14,775,107       12,722,565
    Accumulated deficit                             (6,146,683)      (4,639,386)
                                                 -------------    -------------
Total shareholders' equity                           8,654,803        8,107,438
                                                 -------------    -------------
                                                                    
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $  11,420,368    $  10,215,552
                                                 =============    =============
                                                                         

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       3


                                    VoIP Inc.
                      Consolidated Statements of Operations
                 For Three Months Ended March 31, 2005 and 2004




                                                                         
                                                 (Unaudited)       (Unaudited)

                                                Three Months      Three Months  
                                                   Ended             Ended  
                                               March 31, 2005    March 31, 2004
                                               --------------    --------------
                                                                    
Revenues                                       $    2,007,147    $         --
                                                                    
Cost of Sales                                       1,800,935              --
                                               --------------    --------------
                                                                    
Gross Profit                                          206,212              --
                                                                    
Operating expenses                                                  
  Compensation and related expenses                   815,370              --
  General and administrative expenses                 898,139            22,324
                                               --------------    --------------
                                                                    
Loss from operations                               (1,507,297)          (22,324)
                                                                    
Provision for income taxes                               --                --
                                               --------------    --------------
                                                                    
Net loss                                       $   (1,507,297)   $      (22,324)
                                               ==============    ==============
                                                                    
Basic and diluted loss per share:              $        (0.06)   $        (0.01)
                                                                    
Weighted average number of shares outstanding      25,705,857         1,730,939
                                               ==============    ==============
                                                                   

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       4




                                    VoIP Inc.
                      Consolidated Statements of Cash Flows
                   Three Months ended March 31, 2005 and 2004



                                                                                    
                                                      (Unaudited)       (Unaudited)

                                                     Three Months      Three Months
                                                         Ended             Ended 
                                                    March 31, 2005    March 31, 2004
                                                    --------------    --------------
                                                                
Cash flows from operating activities                                      
Net loss                                            $   (1,507,297)   $      (22,324)
Adjustments to reconcile net loss to net                                  
cash used in operating activities                                         
    Depreciation                                            47,980              --
    Common shares issued for services                       28,325              --
    Stock option plan                                      108,713              --
    Common shares exchanged for warrants                   239,500              --
                                                                          
    Changes in operating assets and liabilities:                          
      Accounts receivable                                 (416,102)             --
      Assets from discontinued operations                   20,419              --
      Inventory                                           (777,730)             (233)
      Other current assets                                (188,466)           (3,750)
      Accounts payable                                     266,061            10,308
      Other current liabilities                            (57,944)             --
                                                    --------------    --------------
Net cash used in operating activities                   (2,236,541)          (15,999)
                                                    --------------    --------------
                                                                          
Cash flows from investing activities                                      
    Purchase of property and equipment                     (49,352)             --
    Purchase of other assets                               (57,236)             --
                                                    --------------    --------------
Net cash used in investing activities                     (106,588)             --
                                                    --------------    --------------
                                                                          
Cash flows from financing activities                                      
    Proceeds from issuance of notes payable              1,040,000              --
    Payments on notes payables                            (590,667)             --
    Proceeds from sales of common stock                  1,678,125            12,500
                                                    --------------    --------------
    Net cash provided by financing activities            2,127,458            12,500
                                                                          
Change in cash and cash equivalents                       (215,671)           (3,499)
                                                                          
Cash and cash equivalents at beginning of period         1,141,205             3,499
                                                    --------------    --------------
                                                                          
Cash and cash equivalents at end of period          $      925,534    $         --
                                                    ==============    ==============
                                                                          
Supplemental disclosure of cash flow information:                         
    Cash paid during the period for interest        $       13,088    $         --
                                                    ==============    ==============

                                                                          
                                                                       
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.




                                       5


                                   VoIP, Inc.

                          Notes to Financial Statements



Note A - Organization and Description of Business

The  Company  was  incorporated  on August 3, 1998  under its  original  name of
Millennia Tea Masters, Inc. under the laws of the State of Texas.

On February 27, 2004 the Company  entered into a stock  purchase  agreement that
provided for the sale of  12,500,000  shares of its common stock in exchange for
$12,500  and a  commitment  by the  purchaser  to  contribute  the assets of two
start-up companies in the telecommunications  business,  eGlobalphone,  Inc. and
VOIP Solutions, Inc.

On April  13,  2004 the  Company  changed  its name to VoIP,  Inc.  and began to
develop and  manufacture  innovative IP telephony  customer  premise  equipment,
provide premium voice over the internet  subscriber based telephony services and
state of the art long range  WiFi  technology  solutions,  for  residential  and
enterprise customers, including multimedia applications.

During  December  2004 the  Company  decided to exit the tea import  business in
order to focus its efforts and resources in the "Voice over  Internet  Protocol"
(VoIP) telecommunications  industry. In connection with the decision the Company
sold  its  imported  tea  inventory  and  began  to wind  down  its  tea  import
operations. The assets,  liabilities,  and results of operations of the imported
tea business has been classified as discontinued  operations on the accompanying
consolidated financial statements.

The  Company  offers  quality  Voice  over IP (VoIP)  based  solutions  offering
residential  and business  customers more user friendly and  affordable  ways to
communicate.  VoIP,  Inc. also  manufactures  products and provides  services to
Internet  Service  Providers,  Telecommunication  Service  Providers  and  Cable
Operators in  strategic  countries  around the world.  VoIP,  Inc.,  through its
subsidiaries,   provides  a  comprehensive   portfolio  of  IP  multimedia-based
solutions   ranging  from  subscriber   based  voice  services,   to  SIP  based
infrastructure  design and deployment,  to broadband  customer premise equipment
design and implementation services, as well as engineering design, manufacturing
and distribution of wireless broadband technology.


The Company's operations consist of one segment.

Note B - Summary of Significant Accounting Policies

Principles of Consolidation
---------------------------
The consolidated  financial  statements  include the accounts of the Company and
its wholly owned subsidiaries,  eGlobalphone,  Inc., VoIP Solutions, Inc., DTNet
Technologies,  Inc.,  and VoIP  Americas,  Inc. from their  respective  dates of
acquisition.  All significant  inter-company balances and transactions have been
eliminated in consolidation.

Unaudited Consolidated Interim Financial Statements
---------------------------------------------------
The accompanying  consolidated  financial  statements for the three months ended
March 31, 2005 and 2004 are unaudited but, in the opinion of management, include
all necessary adjustments (consisting of normal, recurring in nature) for a fair
presentation of the financial position,  results of operations and cash flow for
the interim periods presented. Interim results are not necessarily indicative of
results  for a full year.  Therefore,  the results of  operations  for the three
months ended March 31, 2005 are not necessarily  indicative of operating results
to be expected for a full year.

Use of Estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities;  disclosure of contingent
assets and liabilities at the date of the financial statements; and the reported
amounts of  revenues  and  expenses.  Actual  results  could  differ  from those
estimates.



                                       6


Cash and cash equivalents
-------------------------
For purposes of reporting cash flows, the Company considers all cash on hand, in
banks,  including amounts in book overdraft  positions,  certificates of deposit
and other highly liquid debt instruments with a maturity of three months or less
at the  date of  purchase  to be  cash  and  cash  equivalents.  Cash  overdraft
positions  may occur from time to time due to the timing of making bank deposits
and releasing checks, in accordance with the Company's cash management policies.

Accounts Receivable
-------------------
Accounts  receivable are stated at the amount management expects to collect from
outstanding  balances.  Management provides for probable  uncollectible  amounts
using the reserve  method based on its  assessment of the current  status of the
individual  receivables and after using  reasonable  collection  efforts.  As of
March 31, 2005 the balance of the allowance for uncollectible  accounts amounted
to $98,197. There was an allowance of $136,795 as of December 31, 2004.

Inventory
---------
Inventory  consists  of  finished  goods  and is  valued at the lower of cost or
market using the first-in, first-out method.

Advertising expenses
--------------------
Advertising and marketing expenses are charged to operations as incurred.

Income Taxes
------------
Income taxes - The Company and its subsidiaries  file  consolidated  federal and
state  income tax  returns.  The  Company  has adopted  Statement  of  Financial
Accounting  Standards  No.  109  in  the  accompanying   consolidated  financial
statements.  The only temporary differences included therein are attributable to
differing methods of reflecting  depreciation for financial statement and income
tax purposes.

Earnings (loss) per share
-------------------------
Basic  earnings  (loss) per share is computed by dividing the net income  (loss)
for the  period  by the  weighted-average  number  of  shares  of  common  stock
outstanding.  The calculation of fully diluted earnings (loss) per share assumes
the  dilutive  effect of the  exercise of  outstanding  options and  warrants at
either the beginning of the respective period presented or the date of issuance,
whichever is later.  Common stock  equivalents  represent the dilutive effect of
the assumed  exercise of the outstanding  stock options and warrants,  using the
treasury stock method.

Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Revenue Recognition
-------------------
Revenue  from  product  sales  is  recognized  when  persuasive  evidence  of an
arrangement exists,  delivery to customer has occurred, the sales price is fixed
and determinable,  and collectibility of the related receivable is probable. The
recognition  of revenues from Internet  telephony  services are deferred for new
subscribers of eGlobalphone  and VoIP Solutions until it deems that the customer
has accepted the service. Subsequent revenues are recognized at the beginning of
each customer's month.

Property, plant, and equipment
------------------------------
Property, plant, and equipment are stated at cost. Depreciation is provided over
the estimated useful lives of the related assets using the straight line method.
The  useful  life of assets  ranges  from  three to five  years.  The  leasehold
improvements are amortized over the life of the related lease.

Business combinations
---------------------
The Company  accounts for business  combinations in accordance with Statement of
Financial  Accounting  Standard No. 141 Business  Combinations ("SFAS No. 141").
SFAS No. 141 requires  that the purchase  method of  accounting  be used for all
business combinations. SFAS No. 141 requires that goodwill and intangible assets



                                       7


with indefinite  useful lives no longer be amortized,  but instead be tested for
impairment at least annually by comparing  carrying value to the respective fair
value in accordance  with the  provisions  of Statement of Financial  Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). This
pronouncement  also requires that the intangible  assets with  estimated  useful
lives be amortized over their respective estimated useful lives.

Impairment of long-lived assets
-------------------------------
VoIP, Inc. reviews the recoverability of its long-lived  assets,  such as plant,
equipment and  intangibles  when events or changes in  circumstances  occur that
indicate that the carrying value of the asset group may not be recoverable.  The
assessment of possible  impairment is based on the Company's  ability to recover
the carrying value of the asset or asset group from the expected  future pre-tax
cash  flows   (undiscounted   and  without  interest  charges)  of  the  related
operations.  If these cash flows are less than the carrying value of such asset,
an impairment loss is recognized for the difference between estimated fair value
and carrying  value.  The  measurement  of  impairment  requires  management  to
estimate future cash flows and the fair value of long-lived assets.

Note C - Intangibles

As of March 31, 2004 intangibles consist of the following:
Goodwill - acquisition of DTNet Technologies, Inc.         $5,210,553
Goodwill - acquisition of Voipamericas, Inc.                1,408,301
Intellectual property                                         305,000
                                                           ----------
                                                           
Total                                                      $6,923,854
                                                           ==========
                                                     
The goodwill on the acquisition of DTNet  Technologies,  Inc. (DTNet) represents
the fair market  value of DTNet  liabilities  as of the date of the  acquisition
plus $4,750,000 which represents the market value of 2,500,000 shares of Company
stock issued pursuant to its acquisition.

The goodwill on the acquisition of Voipamericas represents the fair market value
of Voipamericas  liabilities as of the date of the  acquisition  plus $1,100,000
which  represents  the market value of 1,000,000  shares of the Company's  stock
pursuant to this acquisition.

Intellectual  property is carried at cost which is comprised of $200,000 paid in
cash and the value  assigned  to  100,000  Company  common  shares  and  400,000
warrants  issued pursuant to this  transaction.  The valuation of the shares was
$1.05 while the value was  $105,000.  The value of the warrants  was  determined
using the Black-Scholes model calculated as of October 14, 2004. This model uses
the  annualized  deviation  calculation  and  utilized  industry  averages  as a
comparison for adequate statistical results in the valuation. This is a standard
financial model that considers the statistical  annual  volatility of the market
changes in a stock price.

Intellectual property consists of the following:
a)   all   rights  of  the   Company   of  Record  in  the   telephone   numbers
     1(800)TALKTIME, 1(888)TALKTIME, AND 1(877)TALKTIME.COM
b)   all rights to the URL's (domain names)  800TALKTIME.COM,  1800TALKTIME.COM,
     and 1-800-TALKTIME.COM
c)   all rights to U.S.  Trademark  Registration No.  2,209,316  directed to the
     mark 1-800-TALKTIME and the goodwill associated therewith.


Note D - Exchange of Warrants for Shares

In February, 2005 an executive of the Company and the Company agreed to exchange
his  2,200,000  warrants  for 750,000  restricted  shares of the  Company.  This
created  additional  compensation  of $239,500,  shown in the  compensation  and
related  expenses in the  consolidated  statement  of  operations,  which is the
difference between the market price on the date of exchange and the value on the
date of the issuance of the warrants.

Note E - Stock Option Plan

On January  26,  2005,  the Company  filed Form S-8  registration  statement  in
connection with the Company's Stock Option Plan. The plan provides for the grant
to eligible employees, consultants, and directors of options for the purchase of


                                       8


Common Stock. The Option Plan covers,  in the aggregate,  a maximum of 4,000,000
shares of Common Stock and provides  for the  granting of both  incentive  stock
options  (as defined in Section 422 of the  Internal  Revenue  Code of 1986) and
nonqualified  stock  options  (options  which do not meet  the  requirements  of
Section 422). Under the Option Plan, the exercise price may not be less than the
fair market value of the Common Stock on the date of the grant of the option.

The vested options as of March 31, 2005  amounting to $108,713,  are shown under
the  compensation  and  related  expenses  on  the  Consolidated   Statement  of
Operation.

Note F - Notes Payable

In  December  2004 the Company  issued a note  payable to a  shareholder  in the
amount of $560,000 at an interest rate of 3.75% with a maturity date of December
2005. Additionally,  on January 6, 2005, the Company issued another note payable
amounting  to  $1,040,000  to the same  shareholder  under  the same  terms  and
conditions as the previous one.

As of March 31, 2005 the balance for notes payable was $ 1,209,334.

Note G - Subsequent Events

On May 16, 2005, The Company announced that it has advanced $475,000 dollars and
had  signed a letter  of intent to  acquire  Caerus,  Inc.  which  includes  all
wholly-owned subsidiaries;  Volo Communications,  Inc., Caerus Networks Inc, and
Caerus Billing, Inc.

Under the purposed purchase terms, VoIP, Inc. will acquire 100% of the stock and
assets of Caerus,  Inc in exchange for the issuance of 15 million  common shares
of VoIP, Inc.

ITEM 2.  Management's Discussion and Analysis or Plan of Operation

(1)  Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)  Results of Operations

For the  quarters  ended March 31,  2005 and 2004 the  company  had  revenues of
$2,007,146 and $0 respectively.

The  significant  increase in revenues was  primarily  driven by the fully owned
subsidiaries  of and DTNet and VoIP  Americas.  DTNet's  increase  was driven by
continued  growth in ADSL and cable  components,  while  VoIP  Americas  revenue
growth  was  driven  the   International/Domestic   wholesale  terminations  and
International long-distance wholesale.

In June 2004 the company acquired DTNet Technologies, Inc. and in September 2004
it acquired VoIP Americas.  DTNet provides customer premises  equipment to cable
and DSL Internet  providers  throughout  North America.  VoIP Americas  provides
International  and  domestic  wholesale  terminations,  as  well  as a turn  key
solution for Virtual  Service  providers via the internet.  Management  believes
that these acquisitions  complement the company's strategy to deliver Voice over
Internet  Protocol  over a wireless  local  loop and  deliver  service  provider
solutions  to cable  operators  and small to medium  size  carriers  and Virtual
Service Providers (VSP's). DTNet has the distribution channels for the end users
and VoIP Americas has the market know how,  systems,  and turn key solutions for
today's sophisticated end users.

The cost of sales  consists  primarily  of  purchases,  assembly  and testing of
customer premise equipment  performed by third party vendors.  Additionally,  it
includes the direct costs  associated  with the  origination  and termination of
International/Domestic wholesale minutes.

The gross profit amount of approximately  $206,000  represents a gross margin of
10%.  The Company  anticipates  that the gross  profit  margin  percentage  will
improve with additional  growth in revenue.  The company is attaining  discounts
form its  suppliers  based on the  volumes.  The  company  believes  that  these
discounts will continue to improve as our sales strategy is deployed through out
our different product lines.
 


                                       9




Operating  expenses consist  primarily of salaries and related  personnel costs,
general corporate  functions  including  finance,  human resources,  facilities,
legal and professional  fees,  insurance and general  corporate  overhead costs.
General and  administrative  expenses were  approximately  $898 thousand for the
quarter ended March 31, 2005, as compared to approximately  $22 thousand for the
quarter ended March 31, 2004. Increases in headcount and the resulting personnel
expenses,  as  well  as  other  general  and  administrative  expenses  directly
attributable  to the Company's new line of business,  VoIP  telephony  services,
were major factors  contributing to the approximately  $876 thousand increase in
total  general and  administrative  expenses.  Other  expense  categories  which
increased as compared to 2004, include the result of the Company's entrance into
the VoIP business, include, legal fees, other professional fees, and facilities,
and equipment costs.

Net  losses  for the  respective  quarters  ended  March 31,  2005 and 2004 were
approximately  $1,507,000  and  $22,000  respectively.  Net loss per  share  was
approximately  $0.06 and $0.01  respectively.  This included a one time event in
the exchange of company shares for warrants  issued to an executive.  The market
value  of the  shares  amounting  to  $239,500  as of the  transaction  date was
recognized as compensation  expense in the consolidated  statement of operation.
Additionally,  there is an increase of $789,937 in operating costs  attributable
basically to start up of operations.


(3)  Liquidity and Capital Resources

As of March 31, 2005, we had cash and cash  equivalents  approximating  $925,534
compared to  $1,141,205  at December 31, 2004.  We currently  have one borrowing
arrangement  with a balance of $ 1.2  million as of March 31,  2005,  with notes
payable to a shareholder.  Cash used in operating  activities of $2.2 million in
first quarter 2005, was primarily  attributable to the net loss of $1.5 million,
which  includes  $239,000  as a non cash item  related to the  valuation  of the
common stocks exchanged for warrants during the period.  Additionally,  includes
$108,000 as non cash items for the  valuation  of the Company  Stock Option Plan
vested as of March 31,  2005.  Cash  provided by financing  activities  in first
quarter 2005 consisted  primarily of $1.7 million of proceeds resulting from the
sale of common stock to investors in private placement  transactions  during the
whole first  quarter  2005 and  proceeds  from  issuance of note payable of $1.0
million.

Liquidity for the period from  inception  through March 31, 2005 has been mainly
provided by sales of common stock through private  placements and borrowing from
affiliates.  Management has taken actions  directly related to the generation of
product sales during first quarter  2005,  showing  revenues for $2.0 million on
first quarter 2005.

The Company  anticipates that all working capital  requirements for 2005 will be
satisfied  from  the  operation  of the  acquired  business  and  the  sales  of
additional securities through private placements.


Payments Due by Period

The following table illustrates our outstanding debts and the terms of that debt
as of December31, 2004:

                                                                                      More
                                                                                      than
                                             Less than       1-3          3-5           5  
Contractual Obligations           Total       1 Year        Years        Years        Years
                               ----------   ----------   ----------   ----------   ----------
                                                                           
Long-Term Debt                 $     0.00   $     0.00   $     0.00   $     0.00   $     0.00
Notes Payable to shareholder   $1,209,334   $1,209,334   $     0.00   $     0.00   $     0.00
Operating Leases               $   35,572   $   35,572   $     0.00   $     0.00   $     0.00
Purchase Obligations           $     0.00   $     0.00   $     0.00   $     0.00   $     0.00
                               ----------   ----------   ----------   ----------   ----------
Total                          $1,244,906   $1,244,906   $     0.00   $     0.00   $     0.00
                               ==========   ==========   ==========   ==========   ==========

                                                                      


Market Risk

     We own market investment  securities issued by various securities  issuers.
The issuers of these products retain all interest rate and default risk.



                                       10


Plan of Operations

The Company has incurred  losses since its inception  and, as of March 31, 2005,
has an accumulated  deficit of  approximately  $6,100,000.  We have not achieved
profitability  on an annual or  quarterly  basis  and may incur  additional  net
losses in future quarters and years.  The growth in revenues has been consistent
and Management expects to be in a break even position by the end of 2005.

The  revenue  growth  will be  achieved  by  acquisitions  and the launch of new
products and services developed by the Company.  The Company has had discussions
with  various  financing  sources  to obtain any  capital  that may be needed to
finance  acquisitions  in  order  to  generate  sufficient  revenues  to  attain
profitability.

The Company does not expect material  research and  development  expenses during
the year or any expected purchase of substantial equipment.

The Company  currently  has 36  employees  and it does not expect a  significant
change in the number of employees unless acquisitions are completed.

The Company is constantly exploring  acquisitions,  and any material acquisition
could have a substantial impact to these plans.


Item 3.  Controls and Procedures

Within  the 90  days  prior  to the  filing  date of this  report,  the  Company
performed an evaluation of the  effectiveness of the design and operation of its
disclosure  controls and procedures  pursuant to Exchange Act Rule 13a-14.  This
evaluation  was done under the  supervision  and with the  participation  of the
Company's  President and Chief Financial  Officer.  Based upon that  evaluation,
they  concluded  that the  Company's  disclosure  controls  and  procedures  are
effective in gathering,  analyzing and disclosing  information needed to satisfy
the Company's  disclosure  obligations under the Exchange Act. The two executive
officers  responsible  for the financial  reporting and  disclosure  are also in
control of the books and records of the Company and are  involved  first hand in
the decision making process of material transactions.

                           Part II - OTHER INFORMATION

Item 1 - Legal Proceedings


     The  Company  is  involved  from  time  to time in  legal  proceedings  and
litigation  incidental  to  the  conduct  of  its  business.  No  pending  legal
proceeding  is deemed by the  Company to pose the risk of any  material  adverse
effect.


Item 2 - Changes in Securities

     The  following  unregistered  securities  have been issued during the first
quarter of 2005:

     Effective  January 2005,  registrant  issued 187,500 shares of common stock
     for cash of $328,125.
     Effective  January 2005,  registrant  issued 312,500 shares of common stock
     for cash of $375,000.
     Effective  February 2005,  registrant issued 812,500 shares of common stock
     for cash of $975,000.
     Effective  February 2005,  registrant issued 750,000 shares of common stock
     for exchanging warrants issued in August 2004. 
     Effective March 2005,  registrant  issued 56,650 shares of common stock for
     services provided to the company.

     All such shares were issued pursuant to exemptions provided by Section 4(2)
     of the Securities Act of 1933 and Regulation D.




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Item 3 - Defaults on Senior Securities

     None

Item 4 - Submission of Matters to a Vote of Security Holders

     The Company has held no regularly scheduled,  called or special meetings of
shareholders during the reporting period.

Item 5 - Other Information

     None

Item 6 - Exhibits

 (a)  Exhibits

   No.       Description

31.1         Certification  by CEO pursuant to 18 USC Section 1350 as adopted by
             Section 302 of the Sarbanes-Oxley Act of 2002.

31.2         Certification  by CFO pursuant to 18 USC Section 1350 as adopted by
             Section 302 of the Sarbanes-Oxley Act of 2002.

32.1         Certification  by CEO pursuant to 18 USC Section 1350 as adopted by
             Section 906 of the Sarbanes-Oxley Act of 2002.

32.2         Certification  by CFO pursuant to 18 USC Section 1350 as adopted by
             Section 906 of the Sarbanes-Oxley Act of 2002.













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                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                           VoIP, INC.


May 16, 2005                                          /s/ Steven Ivester
                                               ---------------------------------
                                                                  Steven Ivester
                                                               President and CEO

                                                      /s/ Osvaldo Pitters
                                               ---------------------------------
                                                                 Osvaldo Pitters
                                                         Chief Financial Officer




















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