UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE
SECURITIES
EXCHANGE ACT OF 1934
XFONE,
INC.
(Name of
small business issuer in its charter)
|
Nevada |
11-3618510 |
|
(State
or other jurisdiction
of
incorporation or organization) |
(I.R.S.
Employer
Identification
No.) |
C/O
Swiftnet Limited
Britannia
House, 960 High Road
London
N12 9RY, United Kingdom
(Address
of principal executive offices) (Zip Code)
011.44.845.1087777
(Registrant’s
telephone number, including area code
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class to
be so registered |
Name
of each exchange on which each
class is to be registered |
Common
Stock, par value $0.001 |
|
If this
Form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction A.
(c), check the following box: |X|
If this
Form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction A.
(d), check the following box: |_|
Securities
Act registration statement file number to which this Form relates:
333-67232
and/or 333-113020
Securities
to be registered pursuant to Section 12(g) of the Act:
None
Title of
Class
ITEM 1.
Description of Registrant's Securities to be Registered.
Reference
is made to the Registration Statement on Form SB-2/Amendment No. 7 filed
November 12, 2004 (Registration No. 333-113020), the Registration Statement on
Post Effective Amendment No. 4 to Form SB-2 dated February 18, 2004
(Registration No. 333-67232) and the Annual Report on Form 10-KSB filed on March
31, 2005 (Registration No. 333-67232), and the discussion and information under
the heading of the following: (1) "DESCRIPTION OF SECURITIES" beginning on page
35 of the Registration Statement on Form SB-2/Amendment No 7 filed November 12,
2004, (2) the heading "EXPLANATORY NOTE" on the first page of the Registration
Statement on Post Effective Amendment No. 4 to Form SB-2 dated February 18,
2004, and (3) the heading of the Annual Report on Form 10-KSB, ITEM 5, "MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS" beginning on page
26.
ITEM 2.
Exhibits.
None.
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
| |
|
|
| DATED: June 3, 2005
|
XFONE,
INC. |
|
|
|
|
By: |
/s/ Guy
Nissenson |
| |
Guy Nissenson, President, |
| |
Chief
Executive Officer
and
Chief Financial Officer |