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): May 19, 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”) dismissed Stark Winter Schenkein & Co., LLP (“SWS”) as the
Company’s Independent Certified Public Accountants. SWS had served as
the Company’s Independent Certified Public Accountants for each of the fiscal
years ended December 31, 2005, 2006, 2007 and 2008, and for the first quarter of
2009. The decision to dismiss SWS was approved by the Audit Committee of the
Company’s Board of Directors.
During the fiscal years ended
December 31, 2008 and 2007, and the subsequent interim periods through the date
of SWS’ dismissal, (i) there were no disagreements with SWS on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of SWS would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports, and (ii) there were no
“reportable events” as defined in Item 304(a)(1)(v) of Regulation
S-K. The reports of SWS on the Company’s consolidated financial
statements as of and for the fiscal years ended December 31, 2008 and 2007 did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting
principles.
The
Company provided SWS with a copy of the foregoing disclosures 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. The letter from SWS will be filed by an amendment to this Current Report
on Form 8-K when it becomes available.
On May
19, 2009, the Company engaged 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 (collectively, “Baker Tilly”).
During the fiscal year ended December
31, 2008 and 2007, and the subsequent interim periods through the date of Baker
Tilly’s engagement, neither the Company nor anyone on its behalf
consulted Baker Tilly regarding (i) either the application of accounting
principles to a specified transaction, either completed or proposed; or the
type of audit opinion that might be rendered on the Company’s financial
statements, and neither a written report nor oral advice was provided to the
Company by Baker Tilley that it concluded was an important factor
considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a “reportable event” as defined in Item
304(a)(1)(v) of Regulation S-K.
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: May
19, 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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