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 27, 2010 (December 27, 2010)

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))

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Item 5.07 Submission of Matters to a Vote of Security Holders.

An annual meeting of Xfone, Inc.'s (the “Company”) shareholders (the “Meeting”) was held on December 27, 2010, at the offices of Gersten Savage LLP in New York, New York.  The Company filed its definitive proxy statement for the proposals voted upon at the Meeting with the U.S. Securities and Exchange Commission on November 18, 2010 (File No. 001-32521 which can be viewed at: www.sec.gov).

On November 4, 2010, the record date for the Meeting, 21,119,488 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), were issued and outstanding. A quorum of 15,848,130 shares of Common Stock (75.04 %) were present or represented at the Meeting. The following items of business were voted upon by the stockholders at the Meeting:

A proposal to elect two directors (Niv Krikov and Timothy Farrar) and re-elect three directors (Itzhak Almog, Israel Singer and Arie Rosenfeld), each such director to serve until the 2011 Annual Meeting of the Company’s stockholders and until his successor is duly elected and qualified or until his earlier resignation, removal or death. The voting results were as follows:

Name of Nominee for Director	For	Withheld
Itzhak Almog	12,829,802	68,271
Israel Singer	12,829,802	68,271
Arie Rosenfeld	12,829,802	68,271
Niv Krikov	9,554,359	3,343,714
Timothy Farrar	12,830,077	67,996

A proposal to approve the appointment of Baker Tilly Virchow Krause, LLP, independent members of Baker Tilly International, as the Company’s Independent Certified Public Accountants, for the second and third quarters in the fiscal year ending December 31, 2010, the audit of the Company’s fiscal year ending December 31, 2010, and the first quarter in the fiscal year ending December 31, 2011. The voting results were as follows:

For	Against	Abstained
15,434,681	62,996	350,453

Item 8.01 Other Events.

Third Amendment to Financial Services and Business Development Consulting Agreement with Dionysos Investments (1999) Ltd.

Background

As previously disclosed, the Company is a party to a certain Financial Services and Business Development Consulting Agreement, which it entered into on November 18, 2004 with an effective date of January 1, 2005, and amended on February 8, 2007 and January 15, 2009 (as so amended, the “Consulting Agreement”), with Dionysos Investments (1999) Ltd. (“Dionysos”).  Pursuant to the Consulting Agreement, Dionysos assists the Company with financial activities, financial reports, mergers & acquisitions and other business development services. The Consulting Agreement had an initial term of two years and is automatically renewable for successive two-year periods. 

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Mr. Haim Nissenson, a consultant of the Company since its inception and father of Mr. Guy Nissenson, the Company's President, Chief Executive Officer and Director, is the Managing Director of Dionysos. Dionysos is owned and controlled by certain members of the Nissenson family, other than Mr. Guy Nissenson.

Recent Development

On December 27, 2010, pursuant to the recommendation of the Audit Committee of the Company and the resolution of the Board of Directors, the Company and Dionysos entered into a Third Amendment to the Consulting Agreement (the “Third Amendment”).  The Third Amendment confirmed the automatic renewal of the Consulting Agreement for an additional two-year period ending on December 31, 2012. The parties agreed that Dionysos will be compensated $12,700 per month, beginning on January 1, 2011, plus reimbursements for expenses, and will receive a success fee equal to 0.5% of the gross proceeds of any investments in the Company made by Israeli investors during fiscal 2011 and/or 2012 that result from Dionysos’ services to the Company. 

The parties also agreed that in or about December 2012, the Audit Committee and Board of Directors would review and reconsider for approval the Dionysos’ compensation for any future term(s).

The foregoing summary of the Third Amendment is qualified in its entirety by reference to the definitive transaction document, a copy of which is attached as Exhibit 10.145 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a)           Not applicable.

(b)           Not applicable.

(c)           Not applicable.

(d)           Exhibits

Exhibit No.	Description
10.145	Third Amendment to Financial Services and Business Development Consulting Agreement dated December 27, 2010, by and between Xfone, Inc. and Dionysos Investments (1999) Ltd.

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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.

	Xfone, Inc.
Date: December 27, 2010	By:	/s/  Guy Nissenson
		Guy Nissenson
		President, Chief Executive Officer and Director

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EX-10.145

Third Amendment to

Financial Services and Business Development Consulting Agreement

This Third Amendment to Financial Services and Business Development Consulting Agreement ("Third Amendment") is entered into as of December 27, 2010, to be effective as of January 1, 2011 (the "Effective Date"), by and among Dionysos Investments (1999) Ltd., an Israeli company ("Dionysos"), and Xfone, Inc., a Nevada corporation ("Client").

WHEREAS, Dionysos and the Client entered into that certain Financial Services and Business Development Consulting Agreement dated November 18, 2004 (the "Consulting Agreement"); and

 WHEREAS, on February 8, 2007, pursuant to the recommendations of the Audit Committee of the Client (the "Audit Committee") and the resolutions of its Board of Directors (the "Board"), Dionysos and the Client (the "Parties") entered into a First Amendment to the Consulting Agreement which amended Section 2 of the Consulting Agreement ("Section 2"); and

WHEREAS, on January 15, 2009, pursuant to the recommendations of the Audit Committee and the resolutions of the Board, the Parties entered into a Second Amendment to the Consulting Agreement (the "Second Amendment") which amended Section 2; and

WHEREAS, the Parties desire to amend Section 2, pursuant to the recommendations of the Audit Committee, dated December 15, 2010, and the resolutions of the Board dated December 19, 2010.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the parties do hereby agree as follows (capitalized terms used herein have the same meaning as defined in the Consulting Agreement, unless otherwise specified herein).

1.           Amendment.  Section 2 is hereby amended in its entirety to read as follows:

"Compensation. (i) The parties agree that Dionysos will be compensated by Client for the Services provided to the Client in the amount of Twelve Thousand Seven Hundred US Dollars ($12,700) per month, beginning on January 1, 2011; (ii) In addition, Client will pay Dionysos a success fee for any future investments in the Client made by Israeli investors during fiscal years 2011 and/or 2012, provided such investments were a direct or indirect result of the Services provided to the Client. The success fee will be equal to 0.5% (half percent) of the gross proceeds of such investments; (iii) In addition, Client will reimburse Dionysos, based on the approval of the Audit Committee of the Client, for expenses incurred on behalf of the Client, which expenses will include travel, hotel, meals, courier, report reproduction and other administrative costs when and where needed. Compensation for any additional services provided by Dionysos for the Client shall be as agreed by the parties.

             The parties agree that the abovementioned compensation will only apply to fiscal years 2011 and 2012, and then be reviewed and/or reconsidered and/or approved by the Audit Committee and Board of Directors of the Client in or about December 2012."

2.           Superseding Effect.  As of the Effective Date, this Third Amendment shall supersede and replace the Second Amendment.

3.           Ratification.  The Consulting Agreement as amended hereby is ratified and affirmed, and except as expressly amended hereby, all other terms and provisions of the Consulting Agreement remain unchanged and continue in full force and effect. Without prejudice to the generality of the above, and subject to the future review and/or reconsideration and/or approval required by the final paragraph of Section 2, it is hereby declared that the Audit Committee and the Board approved the automatic renewal of the Term of the Consulting Agreement for an additional two-year period, ending on December 31, 2012.

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4.           Execution.  This Third Amendment may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.  The parties hereto agree to accept facsimile signatures as an original signature.

Executed as of the day and year first above written.

Dionysos Investments (1999) Ltd. Xfone, Inc.

By: /s/ Haim Nissenson By: /s/ Itzhak Almog

Name: Haim Nissenson Name: Itzhak Almog

Title: Managing Director Title: Chairman of the Board

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