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 (Date of earliest event reported): October 18, 2005


                                   VOIP, INC.
                                   ----------
             (Exact name of registrant as specified in its charter)


         Texas                       0-28985                       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 executive offices, including zip code)


                                 (954) 434-2000
                                 --------------
              (Registrant's telephone number, including area code)

<PAGE>

Item 1.01  Entry into a Material Definitive Agreement

Employment Agreements

Agreement With Mr. Bill Burbank
-------------------------------

      On October 18, 2005, VoIP, Inc. (the "Company") entered into an employment
agreement (the "Burbank Employment  Agreement" with Mr. Bill Burbank,  the Chief
Operating Officer of the Company. The Burbank Employment Agreement is for a term
of three years (unless  terminated  earlier pursuant to its terms ). Mr. Burbank
will  receive a salary of $13,500  per month  through  December  31,  2005,  and
thereafter  will  receive  $15,500  per month.  Upon  execution  of the  Burbank
Employment  Agreement , Mr.  Burbank  was issued  500,000  shares of  restricted
common stock and warrants to purchase  500,000  shares of the  Company's  common
stock,  at a purchase  price of $1.50 per share.  In addition,  Mr.  Burbank was
granted  non-qualified  stock options to purchase 500,000 shares of common stock
at an exercise  price of $1.56.  Mr.  Burbank will be eligible to participate in
the  Company's  various  benefit  plans that are  available  to other  executive
officers of the  Company.  Mr.  Burbank  will be  entitled to receive  severance
payments if his employment is terminated in certain  circumstances.  The Burbank
Employment  Agreement contains  customary  confidentiality  and  non-competition
covenants.  The above  summary is  qualified in its entirety by reference to the
complete text of the Burbank Employment  Agreement,  a copy of which is filed as
Exhibit 10.1 hereto.

Employment Agreement with Mr. David Sasnett
-------------------------------------------

      On October 18, 2005, the Company entered into an employment agreement (the
"Sasnett Employment Agreement" with Mr. David Sasnett. Mr. Sasnett will serve as
the Chief Financial Officer of the Company.  The Sasnett Employment Agreement is
for a term of three years (unless  terminated  earlier  pursuant to its terms ).
Mr. Sasnett will receive a salary of $10,416.66  per month through  December 31,
2005,  $12,083.33 per month through December 31, 2006, $13,750 per month through
December 31, 2007 and $15,416.67 per month through  December 31, 2008,  provided
the Sasnett  Employment  Agreement is in effect.  Upon  execution of the Sasnett
Employment  Agreement , Mr. Sasnett was granted  non-qualified  stock options to
purchase  300,000  shares of common  stock,  at an  exercise  price equal to the
closing  price of the common stock on October 18, 2005.  Mr.  Sasnett was issued
warrants to purchase  300,000 shares of common stock, at an exercise price equal
to the closing price of the common stock on October 18, 2005 and will be granted
additional  warrants to purchase an aggregate of 150,000 shares of common stock,
at an exercise  price equal to the closing  price of the common stock on October
18, 2005, in six monthly increments. Mr. Sasnett will be eligible to participate
in the Company's  various  benefit  plans that are available to other  executive
officers of the  Company.  Mr.  Sasnett  will be  entitled to receive  severance
payments if his employment is terminated in certain  circumstances.  The Sasnett
Employment  Agreement contains  customary  confidentiality  and  non-competition
covenants.  The above  summary is  qualified in its entirety by reference to the
complete text of the Sasnett Employment  Agreement,  a copy of which is filed as
Exhibit 10.2 hereto.

The  disclosure  set  forth  in  "Employment   Agreement  with  Mr.  Adler"  and
"Consulting Agreement" in Item 5.02 below is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

      On October 18, 2005, VoIP, Inc. (the "Company") underwent a reorganization
of its  executive  management.  In  connection  therewith,  Mr.  Steven  Ivester
resigned as President and Chief Executive  Officer,  and Mr. Michael Adler,  was
appointed  Chief  Executive  Officer.  Mr. Ivester will remain a director of the
Company.  Mr.  Adler will  become a director  of the  Company ten days after the
Company has mailed an Information  Statement to its shareholders  informing them
of a change  in the  Board of  Directors  other  than by means of a  shareholder
election. In connection with the management reorganization,  the Company entered
into an employment agreement (the "Adler Employment  Agreement") with Mr. Adler.
A copy of the Adler Employment Agreement is attached as Exhibit 10.3 hereto. The
Company also entered into a Consulting  Services Agreement with Mr. Ivester (the
"Consulting  Agreement").  A copy of the  Consulting  Agreement  is  attached as
Exhibit 10.4 hereto.

                                       2
<PAGE>

Mr. Adler
---------

      Mr.  Adler is the founder of WQN,  Inc.  and has been its  Chairman of the
Board since its inception.  The Company  acquired all of the assets of WQN, Inc.
on October 5, 2005. Mr. Adler owns approximately 38.5% of WQN's common stock and
is an  affiliate  of WQN.  Mr.  Adler is the Chief  Executive  Officer  of Eagle
Venture Capital,  LLC, a Delaware limited liability  company,  formerly known as
WorldQuest Networks, LLC, and a Director of Intellicall, Inc., a publicly traded
manufacturer  of pay  phones  and  call  processing  equipment  (American  Stock
Exchange  symbol  "ICL").  Mr. Adler  founded  Intellical  in 1984 and served as
Chairman or Vice Chairman of the Board from its inception  until  November 1993.
From 1994 to July 1999,  Mr. Adler was the Chairman of the Board of The Payphone
Company  Limited,  a company that owns a wireless pay  telephone  network in Sri
Lanka.

Employment Agreement with Mr. Adler
-----------------------------------

      On October  18, , 2005,  the  Company  entered  into the Adler  Employment
Agreement Mr. Adler will be the Company's  Chief  Executive  Officer.  The Adler
Employment  Agreement is for a term of three years  (unless  terminated  earlier
pursuant to its terms ). Mr.  Adler will  receive an annual  salary of $144,000.
Upon execution of the Adler Employment  Agreement,  Mr. Adler was issued 500,000
shares of restricted common stock and warrants to purchase 500,000 shares of the
Company's common stock, at a purchase price of $1.50 per share. In addition, Mr.
Adler was granted  non-qualified  stock  options to purchase  500,000  shares of
common  stock at an  exercise  price of $1.56.  Mr.  Adler will be  eligible  to
participate in the Company's  various  benefit plans that are available to other
executive  officers  of the  Company.  Mr.  Adler  will be  entitled  to receive
severance payments if his employment is terminated in certain circumstances. The
Adler   Employment    Agreement   contains   customary    confidentiality    and
non-competition  covenants.  The above  summary is  qualified in its entirety by
reference  to the complete  text of the Adler  Employment  Agreement,  a copy of
which is filed as Exhibit 10.3 hereto.

Consulting Agreement
--------------------

      The Company and Mr.  Ivester  entered  into the  Consulting  Agreement  on
October 18, 2005. Pursuant to the Consulting Agreement, Mr. Ivester will provide
general business strategy, financing and product development advice. Mr. Ivester
will receive $200,000 per year for his services under the Consulting  Agreement,
as well as a $2,500 per month vehicle allowance. Mr. Ivester will be eligible to
receive  bonuses,  as determined by the Board of Directors.  Mr. Ivester will be
eligible for  participation in the Company's stock option plan, as determined by
the Board of Directors.  Mr. Ivester is entitled to severance payments under the
Consulting  Agreement if the  Consulting  Agreement is terminated  under certain
circumstances.  The above  summary is  qualified in its entirety by reference to
the  complete  text of the  Consulting  Agreement,  a copy of  which is filed as
Exhibit 10.4 hereto.

Item 8.01 Other Events

      The disclosure set forth under Item 1.01 above is  incorporated  herein by
reference.

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits.

            10.1  Employment  Agreement,  dated  October 18,  2005,  between the
                  Company and Mr. Bill Burbank

            10.2  Employment  Agreement,  dated  October 18,  2005,  between the
                  Company and Mr. David Sasnett

            10.3  Employment  Agreement,  dated  October 18,  2005,  between the
                  Company and Mr. B. Michael Adler.

            10.4  Consulting Services Agreement, dated October 18, 2005, between
                  the Company and Mr. Steven Ivester.

                                       3
<PAGE>

                                   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:  October 24, 2005                  VOIP, Inc.
                                         (Registrant)


                                         By: /s/ B. Michael Adler
                                             -----------------------------------
                                                 B. Michael Adler
                                                 Chief Executive Officer


                                       4
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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 (Date of earliest event reported): October 18, 2005

                                   VOIP, INC.
                                   ----------
             (Exact name of registrant as specified in its charter)

         Texas                       0-28985                       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 executive offices, including zip code)

                                 (954) 434-2000
                                 --------------
              (Registrant's telephone number, including area code)
Item 1.01  Entry into a Material Definitive Agreement

Employment Agreements

Agreement With Mr. Bill Burbank
-------------------------------

      On October 18, 2005, VoIP, Inc. (the "Company") entered into an employment
agreement (the "Burbank Employment  Agreement" with Mr. Bill Burbank,  the Chief
Operating Officer of the Company. The Burbank Employment Agreement is for a term
of three years (unless  terminated  earlier pursuant to its terms ). Mr. Burbank
will  receive a salary of $13,500  per month  through  December  31,  2005,  and
thereafter  will  receive  $15,500  per month.  Upon  execution  of the  Burbank
Employment  Agreement , Mr.  Burbank  was issued  500,000  shares of  restricted
common stock and warrants to purchase  500,000  shares of the  Company's  common
stock,  at a purchase  price of $1.50 per share.  In addition,  Mr.  Burbank was
granted  non-qualified  stock options to purchase 500,000 shares of common stock
at an exercise  price of $1.56.  Mr.  Burbank will be eligible to participate in
the  Company's  various  benefit  plans that are  available  to other  executive
officers of the  Company.  Mr.  Burbank  will be  entitled to receive  severance
payments if his employment is terminated in certain  circumstances.  The Burbank
Employment  Agreement contains  customary  confidentiality  and  non-competition
covenants.  The above  summary is  qualified in its entirety by reference to the
complete text of the Burbank Employment  Agreement,  a copy of which is filed as
Exhibit 10.1 hereto.

Employment Agreement with Mr. David Sasnett
-------------------------------------------

      On October 18, 2005, the Company entered into an employment agreement (the
"Sasnett Employment Agreement" with Mr. David Sasnett. Mr. Sasnett will serve as
the Chief Financial Officer of the Company.  The Sasnett Employment Agreement is
for a term of three years (unless  terminated  earlier  pursuant to its terms ).
Mr. Sasnett will receive a salary of $10,416.66  per month through  December 31,
2005,  $12,083.33 per month through December 31, 2006, $13,750 per month through
December 31, 2007 and $15,416.67 per month through  December 31, 2008,  provided
the Sasnett  Employment  Agreement is in effect.  Upon  execution of the Sasnett
Employment  Agreement , Mr. Sasnett was granted  non-qualified  stock options to
purchase  300,000  shares of common  stock,  at an  exercise  price equal to the
closing  price of the common stock on October 18, 2005.  Mr.  Sasnett was issued
warrants to purchase  300,000 shares of common stock, at an exercise price equal
to the closing price of the common stock on October 18, 2005 and will be granted
additional  warrants to purchase an aggregate of 150,000 shares of common stock,
at an exercise  price equal to the closing  price of the common stock on October
18, 2005, in six monthly increments. Mr. Sasnett will be eligible to participate
in the Company's  various  benefit  plans that are available to other  executive
officers of the  Company.  Mr.  Sasnett  will be  entitled to receive  severance
payments if his employment is terminated in certain  circumstances.  The Sasnett
Employment  Agreement contains  customary  confidentiality  and  non-competition
covenants.  The above  summary is  qualified in its entirety by reference to the
complete text of the Sasnett Employment  Agreement,  a copy of which is filed as
Exhibit 10.2 hereto.

The  disclosure  set  forth  in  "Employment   Agreement  with  Mr.  Adler"  and
"Consulting Agreement" in Item 5.02 below is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

      On October 18, 2005, VoIP, Inc. (the "Company") underwent a reorganization
of its  executive  management.  In  connection  therewith,  Mr.  Steven  Ivester
resigned as President and Chief Executive  Officer,  and Mr. Michael Adler,  was
appointed  Chief  Executive  Officer.  Mr. Ivester will remain a director of the
Company.  Mr.  Adler will  become a director  of the  Company ten days after the
Company has mailed an Information  Statement to its shareholders  informing them
of a change  in the  Board of  Directors  other  than by means of a  shareholder
election. In connection with the management reorganization,  the Company entered
into an employment agreement (the "Adler Employment  Agreement") with Mr. Adler.
A copy of the Adler Employment Agreement is attached as Exhibit 10.3 hereto. The
Company also entered into a Consulting  Services Agreement with Mr. Ivester (the
"Consulting  Agreement").  A copy of the  Consulting  Agreement  is  attached as
Exhibit 10.4 hereto.

                                       2
Mr. Adler
---------

      Mr.  Adler is the founder of WQN,  Inc.  and has been its  Chairman of the
Board since its inception.  The Company  acquired all of the assets of WQN, Inc.
on October 5, 2005. Mr. Adler owns approximately 38.5% of WQN's common stock and
is an  affiliate  of WQN.  Mr.  Adler is the Chief  Executive  Officer  of Eagle
Venture Capital,  LLC, a Delaware limited liability  company,  formerly known as
WorldQuest Networks, LLC, and a Director of Intellicall, Inc., a publicly traded
manufacturer  of pay  phones  and  call  processing  equipment  (American  Stock
Exchange  symbol  "ICL").  Mr. Adler  founded  Intellical  in 1984 and served as
Chairman or Vice Chairman of the Board from its inception  until  November 1993.
From 1994 to July 1999,  Mr. Adler was the Chairman of the Board of The Payphone
Company  Limited,  a company that owns a wireless pay  telephone  network in Sri
Lanka.

Employment Agreement with Mr. Adler
-----------------------------------

      On October  18, , 2005,  the  Company  entered  into the Adler  Employment
Agreement Mr. Adler will be the Company's  Chief  Executive  Officer.  The Adler
Employment  Agreement is for a term of three years  (unless  terminated  earlier
pursuant to its terms ). Mr.  Adler will  receive an annual  salary of $144,000.
Upon execution of the Adler Employment  Agreement,  Mr. Adler was issued 500,000
shares of restricted common stock and warrants to purchase 500,000 shares of the
Company's common stock, at a purchase price of $1.50 per share. In addition, Mr.
Adler was granted  non-qualified  stock  options to purchase  500,000  shares of
common  stock at an  exercise  price of $1.56.  Mr.  Adler will be  eligible  to
participate in the Company's  various  benefit plans that are available to other
executive  officers  of the  Company.  Mr.  Adler  will be  entitled  to receive
severance payments if his employment is terminated in certain circumstances. The
Adler   Employment    Agreement   contains   customary    confidentiality    and
non-competition  covenants.  The above  summary is  qualified in its entirety by
reference  to the complete  text of the Adler  Employment  Agreement,  a copy of
which is filed as Exhibit 10.3 hereto.

Consulting Agreement
--------------------

      The Company and Mr.  Ivester  entered  into the  Consulting  Agreement  on
October 18, 2005. Pursuant to the Consulting Agreement, Mr. Ivester will provide
general business strategy, financing and product development advice. Mr. Ivester
will receive $200,000 per year for his services under the Consulting  Agreement,
as well as a $2,500 per month vehicle allowance. Mr. Ivester will be eligible to
receive  bonuses,  as determined by the Board of Directors.  Mr. Ivester will be
eligible for  participation in the Company's stock option plan, as determined by
the Board of Directors.  Mr. Ivester is entitled to severance payments under the
Consulting  Agreement if the  Consulting  Agreement is terminated  under certain
circumstances.  The above  summary is  qualified in its entirety by reference to
the  complete  text of the  Consulting  Agreement,  a copy of  which is filed as
Exhibit 10.4 hereto.

Item 8.01 Other Events

      The disclosure set forth under Item 1.01 above is  incorporated  herein by
reference.

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits.

            10.1  Employment  Agreement,  dated  October 18,  2005,  between the
                  Company and Mr. Bill Burbank

            10.2  Employment  Agreement,  dated  October 18,  2005,  between the
                  Company and Mr. David Sasnett

            10.3  Employment  Agreement,  dated  October 18,  2005,  between the
                  Company and Mr. B. Michael Adler.

            10.4  Consulting Services Agreement, dated October 18, 2005, between
                  the Company and Mr. Steven Ivester.

                                       3
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:  October 24, 2005                  VOIP, Inc.
                                         (Registrant)

                                         By: /s/ B. Michael Adler
                                             -----------------------------------
                                                 B. Michael Adler
                                                 Chief Executive Officer

                                       4