- Notification that Annual Report will be submitted late (NT 10-K)
01 April 2009 - 12:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check
one):
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þ
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
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For
Period Ended:
December
31,
2008
o
Transition Report on Form
10-K
o
Transition Report on Form
20-F
o
Transition Report on Form
11-K
o
Transition Report on Form
10-Q
o
Transition Report on Form
N-SAR
For the
Transition Period
Ended:
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Xfone,
Inc.
Former
Name if Applicable
5307
W Loop 289
Address
of Principal Executive Office (Street and Number)
Lubbock,
Texas 79414
PART
II — RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
þ
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(a)
The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense
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þ
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(b)
The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form D N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
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o
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(c)
The
accountant’s statement or other exhibit required by Rule l2b-25(c) has
been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, l0-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Even
though Xfone, Inc.’s (the “Company’s”) EDGAR filer began transmitting the
Company’s Form 10-K to the SEC prior to 5:30pm, the Form 10-K was received by
the SEC at 5:32pm due to the document’s large size.
PART
IV — OTHER INFORMATION
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(1)Name
and telephone number of person to contact in regard to this
notification
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Arthur S. Marcus,
Esq., Gersten Savage LLP
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(212)
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752-9700
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer
is no, identify report(s). Yes
þ
No
o
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(3)Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate,
state thereasons why a reasonable estimate of the results cannot be
made.
Results
of operation in 2008 reflect the positive effect of the Company’s acquisition of
NTS Communications, Inc. ("NTS") during 2008. Revenues for the year ended
December 31, 2008 increased 102% to $90,338,980 from $44,723,934 for the same
period in 2007. The increase of $45,615,046 in consolidated revenues is
attributed to $50,425,928 increase in the Company’s revenues in the United
States (including revenues contributed by NTS, the Company’s wholly-owned
subsidiary as of February 26, 2008, and which was consolidated for the
first time in the first quarter of 2008) and a $1,058,842 increase in
Israel which is partially offset by a $5,869,724 decrease in revenues in the
United Kingdom. Net income for the year ended December 31, 2008 was $2,047,237
compared with a net loss of $1,283,892 for the same period in
2007. This is primarily due to the consolidation of NTS for the first
time in the first quarter of 2008 and the revaluation of the New Israeli Shekel
to the U.S dollar.
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Xfone, Inc.
(Name
of Registrant as Specified in Charter)
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Date:
March 31, 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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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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