xfone8ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1
to
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 3, 2009 (May 19,
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))
Item
4.01 Changes In
Registrant's Certifying Accountant.
On May
19, 2009, Xfone, Inc. (the “Company”) filed a Current Report on Form 8-K (the
“Initial 8-K”) reporting the dismissal of Stark Winter Schenkein & Co., LLP
(“SWS”) as the Company’s Independent Certified Public Accountants and the
engagement of Virchow, Krause & Company, LLP and Baker Tilly (Horowitz Idan
Goldstein Sabo Tevet) (formerly, Goldstein Sabo Tevet), independent members of
Baker Tilly International, as the Company’s new independent accountants. In
accordance with the requirements of Item 304(a) of Regulation S-K, the Company
furnished SWS with a copy of the Initial 8-K and requested from SWS a letter
addressed to the U.S. Securities and Exchange Commission stating whether it
agrees with such statements, made by the Company in response to Item 304(a) of
Regulation S-K and, if not, stating the respects in which it does not
agree. SWS’ letter, which was not available at the time of filing of
the Initial 8-K, was received on June 2, 2009. This Current Report on
Form 8-K/A amends the Initial 8-K to file SWS’ letter in accordance with the
requirement of Item 304 of Regulation S-K. SWS’ letter dated June 1,
2009 is filed as Exhibit 16.2 to this Current Report on Form 8-K/A.
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.
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Xfone,
Inc.
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Date: June
3, 2009
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By:
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/s/
Guy Nissenson
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Guy
Nissenson
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President,
Chief Executive Officer and Director
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INDEX
TO EXHIBITS