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): December 14, 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)

1703 Sawyer Road Corinth, MS	38834
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 408-694-3339

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 December 14, 2010, eOn Communications issued a press release reporting financial results for the first quarter ended October 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 December 14, 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: December 14, 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 December 14, 2010.

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 10:00 AM ET, December 14, 2010

eOn Communications Reports First Quarter Revenue Increase

CORINTH, MS (December 14, 2010) – eOn Communications Corporation™ (NASDAQ: EONC) (the “Company”), a leading provider of telecommunications solutions, today reported first fiscal quarter results for the period ended October 31, 2010.

First quarter revenue increased 30% to $5,863,000 from $4,525,000 in the first quarter of last year, primarily due to the inclusion of Cortelco Systems Puerto Rico revenue in which majority ownership was acquired on June 9, 2010. Net loss for the quarter was $247,000 or $0.09 per common share compared to net income of $379,000 or $0.14 per common share in the quarter ended October 31, 2009. Our operating results were negatively impacted by an inventory reserve provision of approximately $119,000 attributable to our China operations. Also included in net income for the quarter was $156,000 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 loss for the quarter excluding the impact of the imputed interest expense was $91,000 or $0.03 per common share.

Mr. David Lee, chairman of eOn’s Board of Directors noted, “Our increase in revenue is encouraging and reflects our continued commitment and plan of sustained profitability. Our net income for the quarter excluding imputed interest and the extraordinary inventory reserve provision was $28,000 despite continued adverse economic conditions.”

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 October 31,
	2010			2009
REVENUE
Net revenue	$	5,863		$	4,525
COST OF REVENUE
Cost of revenue		4,250			2,804
Gross profit		1,613			1,721
OPERATING EXPENSE
Selling, general and administrative		1,571			1,155
Research and development		133			137
Other expenses		33			19
Total operating expense		1,737			1,311
(Loss) income from operations		(124	)		410
OTHER INCOME (EXPENSE)
Interest expense, net		(158	)		(53	)
Equity in earnings of unconsolidated investee		—			1
Total other expense		(158	)		(52	)
(Loss) income before income taxes		(282	)		358
Income tax expense (benefit)		—			(21	)
Net (loss) income		(282	)		379
Less: Net loss attributable to noncontrolling interest		(35	)		—
Net (loss) income attributable to eOn Communications shareholders	$	(247	)	$	379
COMPREHENSIVE (LOSS) INCOME
Net (loss) income	$	(247	)	$	379
Unrealized gains on available-for-sale securities		—			4
Foreign currency translation adjustment		2			—
Comprehensive (loss) income	$	(245	)	$	383
Weighted average shares outstanding
Basic		2,855			2,735
Diluted		2,855			2,736
Basic (loss) income per share	$	(0.09	)	$	0.14
Diluted (loss) income per share	$	(0.09	)	$	0.14

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eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	October 31,			July 31,
	2010			2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,518		$	4,108
Trade accounts receivable, net of allowance of $235 and $235, respectively		3,863			4,168
Trade accounts receivable - related party		—			8
Inventories		4,629			4,948
Prepaid and other current assets		321			257
Total current assets		12,331			13,489
Property and equipment, net		261			279
Intangibles, net		978			847
Investments		990			990
Total assets	$	14,560		$	15,605
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	1,849		$	2,361
Notes payable - related party		882			674
Accrued expenses and other		1,922			1,977
Total current liabilities		4,653			5,012
Notes payable - related party, net of current portion		3,195			3,647
Total liabilities		7,848			8,659
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, 2,997,546 and 2,989,269 shares issued, respectively)		15			15
Additional paid-in capital		56,264			56,269
Treasury stock, at cost (139,580 shares)		(1,503	)		(1,503	)
Accumulated deficit		(48,636	)		(48,389	)
Accumulated other comprehensive income		112			110
Total eOn Communications Corp. stockholders’ equity		6,252			6,502
Noncontrolling interest		460			444
Total stockholders’ equity		6,712			6,946
Total liabilities and stockholders’ equity	$	14,560		$	15,605

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