8-K
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): February
26, 2007
XFONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
Commission
File No. 333-67232
11-3618510
(I.R.S.
Employer Identification Number)
2506
Lakeland Drive
Suite
100, Flowood, MS 39232, USA
(Address
of principal executive offices) (Zip Code)
601.983.3800
(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:
[
]
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
2.02 Results of Operations and Financial Condition.
Xfone,
Inc. (the “Registrant”) intends to issue a press release relating to its
financial results for the fourth quarter ended December 31, 2006 (the “Press
Release”). In the Press Release, the Registrant will announce that its Israeli
subsidiary, Xfone 018 Ltd., achieved its first quarter of profitability in
the
fourth quarter of 2006.
The
information in this Current Report on Form 8-K is furnished pursuant to Item
2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing made by the Registrant under the Securities Act
of
1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
FORWARD
LOOKING STATEMENTS
Statements
in this Current Report on Form 8-K that are not purely historical facts,
including statements regarding the Registrant’s beliefs, expectations,
intentions or strategies for the future, may be "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995. All forward-looking
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from the plans, intentions and expectations
reflected in or suggested by the forward-looking statements. Such risks and
uncertainties include, among others, introduction of products in a timely
fashion, market acceptance of new products, cost increases, fluctuations in
and
obsolescence of inventory, price and product competition, availability of labor
and materials, development of new third-party products and techniques that
render the Registrant’s products obsolete, delays in obtaining regulatory
approvals, potential product recalls and litigation. Risk factors, cautionary
statements and other conditions which could cause the Registrant's actual
results to differ from management's current expectations are contained in the
Registrant's filings with the U.S. Securities and Exchange Commission. The
Registrant undertakes no obligation to update any forward-looking statement
to
reflect events or circumstances that may arise after the date of this filing.
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.
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Xfone,
Inc.
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Date: February
26, 2007
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By:
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/s/
Guy Nissenson
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Guy
Nissenson
President
and Chief Executive Officer
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