8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2007

eOn Communications Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-26399	62-1482176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

185 Martinvale Lane San Jose, CA	30144
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 770-423-2200

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 8.01. Other Events.

On March 14, 2007, eOn Communications Corporation issued an earnings release announcing second quarter fiscal 2007 results. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Earnings release issued by eOn Communications Corporation dated March 14, 2007

SIGNATURE

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.

Date: March 14, 2007
EON COMMUNICATIONS CORPORATION
By:	/s/ Stephen R. Bowling
	Stephen R. Bowling
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Earnings release issued by eOn Communications Corporation dated March 14, 2007

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, March 14, 2007

eOn Communications Reports Second Quarter Results

SAN JOSE, CA (March 14, 2007) – eOn Communications Corporation^™ (NASDAQ: EONC), a leading provider of telecommunications solutions, today reported second quarter fiscal 2007 results.

Net loss for the quarter was $1,015,000, or ($0.07) per common share, compared to net income of $607,000, or $0.05 per common share in the quarter ended January 31, 2006. Net income in the quarter ended January 31, 2006 included income from continuing operations of $180,000, or $0.02 per common share and income from discontinued operations of $427,000, or $0.03 per common share. Revenue for the quarter was $1,487,000 (including related party revenue of $168,000) a decrease of 50% compared to $2,964,000 for the quarter ended January 31, 2006.

Net loss for the six months was $975,000 or ($0.07) per common share, compared to net income of $1,112,000 or $0.08 per common share for the six months ended January 31, 2006. Net income in the six months ended January 31, 2006 included income from continuing operations of $361,000 or $0.03 per common share, income from discontinued operations of $534,000 or $0.04 per common share and extraordinary gain of $217,000 or $0.01 per common share. Revenue for the six months was $4,195,000 (including related party revenue of $168,000) a decrease of 32% compared to $6,136,000 for the six months ended January 31, 2006.

During the six months ended January 31, 2007, the Company implemented Statement of Financial Accounting Standards No. 123R, which requires companies to estimate the cost of all forms of stock-based compensation and record a commensurate expense in the statement of operations. Pro forma loss from continuing operations, excluding stock-based compensation of $158,000, would have been $817,000 or $0.06 per common share for the six months ended January 31, 2007 compared to income from continuing operations of $361,000 or $0.03 per common share for the same period in the previous year. Cash, cash equivalents and short-term marketable securities decreased 1% to $6,604,000 from $6,684,000 as of July 31, 2006.

“Obviously we are disappointed with the results for the quarter. Revenue was significantly impacted by delays experienced in new product introductions, a continued slow ramp up in sales coming from our China initiatives and seasonal buying patterns of our large US government and education market segments,” stated David Lee, eOn’s chairman and chief executive officer. “We believe that these factors will not persist in the current quarter, and that our results will significantly improve from these levels.”

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“Our focus remains improving the Company’s performance by leveraging both organic growth and strategic partnerships,” added Lee.

Conference Call

The Company will host a conference call at 4:45 p.m. ET, March 14, 2007, to discuss first quarter results. To hear the call, dial 800-811-0667 or visit our investor relations website at investor.eoncc.com. A replay of the call will be posted to our investor relations website shortly following the call.

About eOn Communications^™

eOn Communications Corporation^™ is a global provider of innovative communications solutions. Backed by over 20 years of telecommunications engineering expertise, our solutions enable our customers to easily leverage advanced technologies in order to communicate more effectively. To find out more information about eOn Communications and its solutions, visit the World Wide Web at www.eoncommunications.com, or call 800-955-5321.

Note:

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including technical and competitive factors, which could cause the Company’s results and the timing of certain events to differ materially from those discussed in the forward-looking statements. Such risks are detailed in eOn Communications Corporation’s most recent Form 10-Q filing with the Securities and Exchange Commission.

eOn Communications Corporation, the mark eOn, and eQueue are trademarks of eOn Communications Corporation.

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eOn Communications Corporation

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share data)

Unaudited

	Three Months Ended January 31,					Six Months Ended January 31,
	2007			2006		2007			2006
REVENUE
Third party revenue	$	1,319		$	2,964	$	4,027		$	6,136
Related party revenue		168			—		168			—
Net revenue	$	1,487		$	2,964	$	4,195		$	6,136
COST OF REVENUE
Third party cost of revenue		514			1,024		1,457			2,084
Related party cost of revenue		156			—		156			—
Cost of revenue		670			1,024		1,613			2,084
Gross profit		817			1,940		2,582			4,052
OPERATING EXPENSE
Selling, general and administrative		1,120			1,176		2,177			2,446
Research and development		768			577		1,510			1,248
Other expense, net		24			40		30			64
Total operating expense		1,912			1,793		3,717			3,758
(Loss) income from continuing operations		(1,095	)		147		(1,135	)		294
Interest income		80			33		160			67
(Loss) income from continuing operations before income taxes		(1,015	)		180		(975	)		361
Income tax expense		—			—		—			—
(Loss) income from continuing operations after income taxes		(1,015	)		180		(975	)		361
DISCONTINUED OPERATIONS
Income from discontinued operations, net of tax of $162 and minority interest of $289, respectively		—			149		—			256
Gain on disposal of discontinued operations, net of tax of $20		—			278		—			278
Income from discontinued operations		—			427		—			534
(Loss) income before extraordinary item		(1,015	)		607		(975	)		895
EXTRAORDINARY ITEM
Extraordinary gain, net of income taxes of $0		—			—		—			217
Net (loss) income	$	(1,015	)	$	607	$	(975	)	$	1,112
COMPREHENSIVE (LOSS) INCOME
Net (loss) income	$	(1,015	)	$	607	$	(975	)	$	1,112
Foreign currency translation adjustment		—			—		—			8
Comprehensive (loss) income	$	(1,015	)	$	607	$	(975	)	$	1,120
Weighted average shares outstanding:
Basic		13,552			13,402		13,549			13,291
Diluted		13,552			13,469		13,549			13,356
Basic (loss) income per share:
From continuing operations after income taxes	$	(0.07	)	$	0.02	$	(0.07	)	$	0.03
From discontinued operations, net of tax and minority interest		—			0.03		—			0.04
From extraordinary gain, net of income taxes		—			—		—			0.01
Basic (loss) income per share	$	(0.07	)	$	0.05	$	(0.07	)	$	0.08
Diluted (loss) income per share:
From continuing operations after income taxes	$	(0.07	)	$	0.02	$	(0.07	)	$	0.03
From discontinued operations, net of tax and minority interest		—			0.03		—			0.04
From extraordinary gain, net of income taxes		—			—		—			0.01
Diluted (loss) income per share	$	(0.07	)	$	0.05	$	(0.07	)	$	0.08

eOn Communications Corporation

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share amounts)

	January 31, 2007			July 31, 2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,404		$	934
Marketable securities		5,200			5,750
Trade accounts receivable, net of allowance of $660 and $372, respectively		752			1,639
Trade accounts receivable—related party		100			27
Proceeds receivable from sale of discontinued operations		—			89
Inventories		2,326			2,167
Prepaid and other current assets		336			289
Total current assets		10,118			10,895
Property and equipment, net		275			338
Long-term receivable, net of allowance of $232		—			153
Goodwill		418			418
Investments		301			301
Total assets	$	11,112		$	12,105
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	383		$	453
Trade accounts payable—related party		288			72
Deferred acquisition payment		397			397
Accrued expenses and other		1,043			1,376
Total current liabilities		2,111			2,298
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, (10,000,000 shares authorized, no shares issued and outstanding)		—			—
Common stock, $0.001 par value (50,000,000 shares authorized, 14,139,051 and 14,128,922 shares issued, respectively)		14			14
Additional paid-in capital		55,199			55,030
Treasury stock, at cost (676,900 shares)		(1,502	)		(1,502	)
Accumulated deficit		(44,710	)		(43,735	)
Total stockholders’ equity		9,001			9,807
Total liabilities and stockholders’ equity	$	11,112		$	12,105

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