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 17, 2011

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 March 17, 2011, eOn Communications issued a press release reporting financial results for the second quarter ended January 31, 2011. 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 March 17, 2011.

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 17, 2011
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 March 17, 2011.

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, March 17, 2011

eOn Communications Reports Second Quarter and Year-To-Date Revenue Increases

CORINTH, MS (March 17, 2011) – eOn Communications Corporation™ (NASDAQ: EONC) (the “Company”), a leading provider of telecommunications solutions, today reported second fiscal quarter and year-to-date results for the period ended January 31, 2011.

Second quarter revenue increased 66% to $5,721,000 from $3,448,000 in the second 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 $205,000 or $0.07 per common share compared to net loss of $248,000 or $0.09 per common share in the quarter ended January 31, 2010. The net loss for the quarter ended January 31, 2011 included a loss from discontinued operations of $51,000 or $0.02 per common share related to the Company’s China operations. Operating results were negatively impacted by $132,000 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 from continuing operations for the quarter excluding the impact of the imputed interest expense was $22,000 or $0.01 per common share.

Revenue for the six months was $11,550,000, an increase of 46% compared to $7,920,000 for the six months ended January 31, 2010. Net loss for the six months was $452,000 or $0.16 per common share, compared to a net income of $131,000 or $0.05 per common share for the six months ended January 31, 2010. The net loss for the six months ended January 31, 2011 included a loss from discontinued operations of $232,000 or $0.08 per common share. For the six months ended January 31, 2011 excluding the impact of $288,000 in imputed interest expense, net income from continuing operations was $68,000 or $0.02 per common share.

Results for the Company’s 100% owned subsidiary, Cortelco Systems Holding Company, remained strong compared to prior periods and forecasts despite economic pressures.

Mr. David Lee, chairman of eOn’s Board of Directors noted, “We continue to focus on the needs of our customers while aligning expenses with revenues. Sluggish revenue and a net loss in our communications systems and services segment were partially offset by positive results in the telephony and Puerto Rico segments. We are evaluating opportunities available to us related to our new IP-PBX in an effort to increase shareholder value.”

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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 leverage advanced technologies in order to communicate more effectively. To find out more information about eOn Communications and its solutions, visit 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-K 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,
	2011			2010			2011			2010
REVENUE
Net revenue	$	5,721		$	3,448		$	11,550		$	7,920
COST OF REVENUE
Cost of revenue		4,048			2,231			8,168			5,015
Gross profit		1,673			1,217			3,382			2,905
OPERATING EXPENSE
Selling, general and administrative		1,506			1,077			2,992			2,178
Research and development		137			117			270			254
Other expenses		(13	)		10			20			25
Total operating expense		1,630			1,204			3,282			2,457
Income from operations		43			13			100			448
OTHER INCOME (EXPENSE)
Interest expense, net		(136	)		(297	)		(294	)		(350	)
Equity in earnings of unconsolidated investee		—			48			—			49
Total other expense		(136	)		(249	)		(294	)		(301	)
(Loss) income before income taxes		(93	)		(236	)		(194	)		147
Income tax benefit		—			—			—			21
Net (loss) income from continuing operations		(93	)		(236	)		(194	)		168
DISCONTINUED OPERATIONS
Loss from discontinued operations		(51	)		(12	)		(232	)		(37	)
Net (loss) income		(144	)		(248	)		(426	)		131
Less: Net income attributable to noncontrolling interest		61			—			26			—
Net (loss) income attributable to common shareholders	$	(205	)	$	(248	)	$	(452	)	$	131
COMPREHENSIVE (LOSS) INCOME
Net (loss) income	$	(205	)	$	(248	)	$	(452	)	$	131
Unrealized gains on available-for-sale securities		—			—			—			4
Foreign currency translation adjustment		—			—			2			—
Comprehensive (loss) income	$	(205	)	$	(248	)	$	(450	)	$	135
Weighted average shares outstanding
Basic		2,858			2,736			2,857			2,736
Diluted		2,858			2,736			2,857			2,738
Basic (loss) income per share:
From continuing operations	$	(0.05	)	$	(0.09	)	$	(0.08	)	$	0.06
From discontinued operations		(0.02	)		—			(0.08	)		(0.01	)
Basic (loss) income per share	$	(0.07	)	$	(0.09	)	$	(0.16	)	$	0.05
Diluted (loss) income per share:
From continuing operations	$	(0.05	)	$	(0.09	)	$	(0.08	)	$	0.06
From discontinued operations		(0.02	)		—			(0.08	)		(0.01	)
Diluted (loss) income per share	$	(0.07	)	$	(0.09	)	$	(0.16	)	$	0.05

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eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	January 31,			July 31,
	2011			2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,914		$	4,108
Trade accounts receivable, net of allowance of $258 and $235, respectively		4,571			4,168
Trade accounts receivable - related party		—			8
Inventories		5,583			4,948
Prepaid and other current assets		289			257
Total current assets		12,357			13,489
Property and equipment, net		241			279
Intangibles, net		972			847
Investments		990			990
Total assets	$	14,560		$	15,605
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	2,488		$	2,361
Notes payable - related party		676			674
Accrued expenses and other		1,749			1,977
Total current liabilities		4,913			5,012
Notes payable - related party, net of current portion		3,079			3,647
Total liabilities		7,992			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		(48,841	)		(48,389	)
Accumulated other comprehensive income		112			110
Total eOn Communications Corp. stockholders’ equity		6,047			6,502
Noncontrolling interest		521			444
Total stockholders’ equity		6,568			6,946
Total liabilities and stockholders’ equity	$	14,560		$	15,605

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