xfone8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 1, 2009 (April 1,
2009)
XFONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
Commission
File No. 001-32521
11-3618510
(I.R.S.
Employer Identification Number)
5307
W. Loop 289
Lubbock,
Texas 79414
(Address
of principal executive offices) (Zip Code)
806-771-5212
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
FORWARD-LOOKING
STATEMENTS
The
information set forth in this Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, including,
among others (i) expected changes in the Company's revenues and profitability,
(ii) prospective business opportunities and (iii) the Company's strategy for
financing its business. Forward-looking statements are statements other than
historical information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as “believes”, “anticipates”,
“intends” or “expects”. These forward-looking statements relate to the plans,
objectives and expectations of the Company for future operations. Although the
Company believes that its expectations with respect to the forward-looking
statements are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, in light of the risks and
uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this Annual Report should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.
The
Company's revenues and results of operations could differ materially from those
projected in the forward-looking statements as a result of numerous factors,
including, but not limited to, the following: the risk of significant natural
disaster, the inability of the Company to insure against certain risks,
inflationary and deflationary conditions and cycles, currency exchange rates,
changing government regulations domestically and internationally affecting our
products and businesses.
Item
2.02 Results of Operations and Financial Condition.
On April
1, 2009, Xfone, Inc. (the "Company") issued a press release regarding the
Company’s financial results for the three months and
year ended December 31, 2008. A copy of the press release is attached
hereto as Exhibit 99.1.
In
accordance with General Instructions B.2 of Form 8-K, the information in this
Current Report on Form 8-K (including the exhibit) shall not be deemed "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
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a
filing.
Item 9.01. Financial Statements and
Exhibits.
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.
|
|
|
|
|
|
Xfone,
Inc.
|
|
|
|
|
|
Date: April
1, 2009
|
By:
|
/s/
Guy Nissenson
|
|
|
Guy
Nissenson
|
|
|
President,
Chief Executive Officer and Director
|
|
|
|
INDEX
TO EXHIBITS