If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and
five
copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934
("Act") or otherwise subject to the liabilities of that section of the
Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
98414Y
109
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1.
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons
(entities only).
Guy
Nissenson
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2.
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)Campbeltown Business Ltd. is a British Virgin Islands company that is
the
beneficial owner of approximately 11.3% of the Issuer's outstanding
common shares and is owned by Guy Nissenson and his family. Nissenson
is
the beneficial owner of approximately 2.3% of the Issuer's shares
of common stock through his ownership of 20% of Campbeltown Business
Ltd.
(b)Not
Applicable
---------------------------------------------------------------------
3.
SEC
Use Only
---------------------------------------------------------------------
4.
Source
of Funds (See Instructions)
00
---------------------------------------------------------------------
5.
Check
if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
Not Applicable
---------------------------------------------------------------------
6. Citizenship
Guy
Nissenson:
Israel and Argentina;
Campbeltown Business Limited is a British Virgin Islands company.
---------------------------------------------------------------------
Number
of 7.
Sole
Voting Power.............703,500
Shares
-------------------------------------------
Beneficially
8.
Shared
Voting Power ...............00
Owned
by -------------------------------------------
Each 9.
Sole
Dispositive Power........703,500
Reporting -------------------------------------------
Person
With 10.
Shared
Dispositive Power ..........00
---------------------------------------------------------------------
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
703,500
---------------------------------------------------------------------
12.
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not Applicable
---------------------------------------------------------------------
13.
Percent of Class Represented by Amount in Row (11)
11.3%
---------------------------------------------------------------------
14.
Type
of Reporting Person
N
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Item
1.
Security and Issuer
This
Amendment No. 1 to Schedule 13D is filed by the undersigned to amend and
supplement the Schedule 13D, dated February 25, 2002 with respect
to the
shares of Common Stock, par value $0.001 per share (the "Common Stock"),
of
Xfone, Inc., a Nevada Corporation. The address of the principal executive
office
is Xfone, Inc., C/O Swiftnet Limited Britannia House 960 High Road, London
N12
9RY, United Kingdom.
Item
2. Identity and Background
Campbeltown
Business Limited is a British Virgin Islands company that is the beneficial
owner of approximately 11.3% of the Issuer's outstanding common shares
and is
owned by Guy Nissenson and his family. Nissenson is the beneficial owner
of
approximately 2.3% of the Issuer's shares of common stock through his ownership
of 20% of Campbeltown Business Limited.
Item
3.
Source and Amount of Funds or Other Consideration:
Unchanged.
Item
4. Purpose of Transaction
Unchanged.
Item
5.
Interest in Securities of the Issuer
(a)
State the
aggregate number and percentage of the class of securities
identified pursuant to Item 1 - 703,500
(11.3%)
Item
6
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On
September 28, 2004, Abraham Keinan, the Issuer's Chairman of the Board,
Guy
Nissenson, the Issuer's President/Chief Executive Officer/Chief Financial
Officer/Director, and Campbeltown Business Ltd., a related party consultant,
entered into a Voting Agreement which provides for mutual obligations by
all
parties to the agreement (Keinan, Nissenson, and Campbeltown are hereafter
referred to collectively as "the parties").
Keinan
is
the beneficial owner of approximately 57.8% of the Issuer's outstanding
common
shares. Campbeltown is a British Virgin Islands company that is the beneficial
owner of approximately 11.3% of the Issuer's outstanding common shares
and is
owned by Nissenson and his family. Nissenson is the beneficial owner of
approximately 2.3% of the Issuer's shares of common stock through his ownership
of 20% of Campbeltown. Campbeltown owns 500,000 options to buy shares of
the
Issuer's common stock for $0.40 per share. In addition, Nissenson has 1,500,000
options that will vest at November 24, 2005.
The
agreement provides that:
1)
each of
the parties to the Voting Agreement agree to vote any shares of the Issuer's
common stock controlled by the parties only in such manner as previously
agreed
by all parties;
2)
In the
event of any disagreement regarding the manner of voting, a party to the
agreement will not vote any shares, unless all the parties have settled
the
disagreement;
3)
The
agreement applies to any and all of the Issuer's common stock that is currently
owned, directly or indirectly, by any party to the agreement and to any
of the
Issuer's common stock in which any party to the agreement has voting power,
directly or indirectly;
4)
If any
additional of the Issuer's shares of common stock are at any time during
the
term of the agreement, issued to a party to the agreement and to any party
to
the agreement that has voting power over the Issuer's common stock, such
shares
will be voted in accordance with the other terms to this agreement;
5)
The
agreement applies to any and all of the Issuer's common stock
which
will be issued upon exercise of any options and/or warrants;
6)
The term
of the Voting Agreement is ten years.
Item
7.
Material to Be Filed as Exhibits
1.
The Voting
Agreement is incorporated by reference as an exhibit to the Form-8K previously
filed by the Issuer on October 4, 2004.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify
T that
the
information set forth in this statement is true, complete and
correct.
Date
June
8, 2005
|
|
BY:
/s/ Guy Nissenson
——————————————
Guy
Nissenson, President, Chief Executive Officer, Chief Financial
Officer,
and Director
|