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): November 1, 2010

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	95119
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 408-694-9500

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))

Item 2.02 Results of Operations and Financial Condition

On November 1, 2010, eOn Communications issued a press release reporting financial results for the fourth quarter and year ended July 31, 2010. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

Item 9.01 Financial Statements and Exhibits

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Press release dated November 1, 2010.

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: November 1, 2010
EON COMMUNICATIONS CORPORATION
By:	/s/    Lee M. Bowling
	Lee M. Bowling
	Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Press release dated November 1, 2010.

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 10:00 AM ET, November 1, 2010

eOn Communications Reports increased Fourth Quarter and Total

Year Revenue and Profitability

SAN JOSE, CA (November 1, 2010) – eOn Communications Corporation^™ (NASDAQ: EONC) (the “Company”), a leading provider of telecommunications solutions, today reported fourth quarter and fiscal year ended July 31, 2010 results.

Fourth quarter revenue increased 8% to $5,477,000 from $5,089,000 in the fourth quarter of last year and increased 53% compared to revenues of $3,576,000 in the third quarter of this year. Net income for the quarter attributable to equity holders of the Company was $383,000 or $0.14 per common share compared to net income of $111,000 or $0.04 per common share in the quarter ended July 31, 2009. Included in net income for the quarter was $174,000 of imputed interest expense due to the amortization of the difference between the face value of the contingent obligation to the former Cortelco shareholders and the discounted present value of the note payable recorded on the balance sheet. Net income for the quarter excluding the impact of the imputed interest expense was $557,000 or $0.20 per common share.

Total year revenue increased 61% to $17,094,000 from $10,645,000 in fiscal year 2009. The Company generated income, net of non-controlling interest, for the fiscal year ended July 31, 2010 of $467,000 or $0.17 per common share compared to a net loss of $339,000 or $0.12 per common share for the fiscal year ended July 31, 2009. Net income for the year excluding the impact of imputed interest expense of $674,000 was $1,141,000 or $0.41 per common share.

Financial results for the fourth quarter and fiscal year include a gain from the bargain purchase of majority interest in Cortelco Systems Puerto Rico of $497,000 and Cortelco Systems Puerto Rico income, net of non-controlling interest of $41,000 from the June 9, 2010 acquisition date through July 31, 2010.

Cash, cash equivalents and marketable securities increased 36% to $4,108,000 as of July 31, 2010 from $3,010,000 as of July 31, 2009.

Mr. David Lee, Chairman of eOn’s Board of Directors noted, “Our current positive results show the commitment we have to increase revenue and profitability. The acquisition of majority interest in Cortelco Systems Puerto Rico on June 9, 2010 has increased the company’s value and we intend to continue efforts to maximize results.”

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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

	For the Years Ended July 31,
	2010			2009
REVENUE
Third party revenue	$	17,094		$	10,355
Related party revenue		—			290
Net revenue		17,094			10,645
COST OF REVENUE
Third party cost of revenue		10,908			5,659
Related party cost of revenue		—			204
Cost of revenue		10,908			5,863
Gross profit		6,186			4,782
OPERATING EXPENSE
Selling, general and administrative		4,784			3,633
Research and development		502			926
Other		52			120
Total operating expense		5,338			4,679
Income from operations		848			103
OTHER INCOME (EXPENSE)
Interest expense, net		(671	)		(466	)
Equity earnings of unconsolidated investee		61			29
Gain on bargain purchase		497			—
Gain on investment		15			—
Total other expense		(98	)		(437	)
Income (loss) before income taxes		750			(334	)
Income tax expense		(248	)		(5	)
Net income (loss)		502			(339	)
Less: Net income attributable to the noncontrolling interest		35			—
Net income (loss) attributable to eOn Communications Corp. shareholders	$	467		$	(339	)
Weighted average shares outstanding:
Basic		2,760			2,735
Diluted		2,762			2,735
Basic income (loss) income per share	$	0.17		$	(0.12	)
Diluted income (loss) income per share	$	0.17		$	(0.12	)

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eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	As of July 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	4,108		$	3,010
Trade accounts receivable, net of allowance of $235 and $332, respectively		4,168			2,943
Trade accounts receivable - related party		8			228
Inventories		4,948			5,032
Deferred income taxes		—			270
Prepaid and other current assets		257			242
Total current assets		13,489			11,725
Property and equipment, net		279			209
Intangibles, net		847			410
Investments		990			1,136
Investment in unconsolidated equity investee		—			140
Total assets	$	15,605		$	13,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	2,361		$	1,127
Trade accounts payable - related party		—			11
Notes payable - related parties		674			1,157
Accrued expenses and other		1,977			1,628
Total current liabilities		5,012			3,923
Notes payable - related parties, net of current portion		3,647			3,891
Total liabilities		8,659			7,814
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, (10,000,000 shares authorized, no shares issued and outstanding)		—			—
Common stock, $0.005 par value (10,000,000 shares authorized, 2,989,269 and 2,873,992 shares issued, respectively)		15			14
Additional paid-in capital		56,269			56,048
Treasury stock, at cost (139,580 shares)		(1,503	)		(1,503	)
Accumulated deficit		(48,389	)		(48,856	)
Accumulated other comprehensive income		110			103
Total eOn Communications Corp. stockholders’ equity		6,502			5,806
Noncontrolling interest		444			—
Total stockholders’ equity		6,946			5,806
Total liabilities and stockholders’ equity	$	15,605		$	13,620

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