UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 4 COMMISSION REGISTRATION NUMBER 333-67232 XFONE, INC. Nevada 7389 11-3618510 (State or jurisdiction of (Primary Std. Industrial IRS Employer incorporation or organization) Classification Code Number) ID Number) c/o Swiftnet Ltd. Britannia House 960 High Road London, United Kingdom N12 9RY 011.44.845.1087777 (Address and telephone number of principal executive offices) c/o Swiftnet Ltd. Britannia House 960 High Road London, United Kingdom N12 9RY (Address of principal place of business or intended principal place of business) Incorporation Services, Inc. 6075 South Eastern Ave., Suite 1, Las Vegas, Nevada 89119-3146 (702) 866-2500 (Name, address and telephone number of agent for service) Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those shares of common stock that remain unsold hereunder as of the date hereof. If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] EXPLANATORY NOTE DEREGISTRATION OF SECURITIES On August 10, 2001, Xfone, Inc., a Nevada corporation (the "Company"), filed with the Securities and Exchange Commission a registration statement on Form SB-2 under the Securities Act of 1933, as amended (the "Registration Statement"), registering up to 477,800 shares of the Company's common stock to be sold from time to time by certain selling security holders ("Offered Shares"). The registration statement was subsequently amended after effectiveness to include updated financial and other information and was declared effective on March 5, 2003 and April 23, 2003, respectively. In all, the Selling Shareholders sold a total of 310,000 shares under the Registration Statement, with 167,800 shares of common stock remaining unsold. In accordance with the undertaking of the Company set forth in Part II of the Form SB-2 Registration Statement, the Company hereby deregisters the Offered Shares that remain unsold as of the date hereof pursuant to this Post-Effective Registration Amendment No. 4 to the Registration Statement. SIGNATURES In accordance with the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing this Post-Effective Amendment on Form SB-2 and has duly caused and authorized this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, in the City of London, on February 12, 2004. Xfone, Inc. By: /s/ Abraham Keinan February 12, 2004 Abraham Keinan, Chairman of the Board of Directors By: /s/ Guy Nissenson February 12, 2004 Guy Nissenson, President/ Chief Executive Officer/ Principal Executive Officer/ Principal Accounting Officer/ Principal Financial Officer/ Director In accordance with the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 4 to the Registration Statement was signed by the following persons in the capacities and on the dates indicated. By: /s/ Abraham Keinan February 12, 2004 Abraham Keinan, Chairman of the Board of Directors By: /s/ Guy Nissenson February 12, 2004 Guy Nissenson, President/ Chief Executive Officer/ Principal Executive Officer/ Principal Accounting Officer/ Principal Financial Officer/ Director
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POS AM Filing
Nts (NTS) Inactive POS AMProspectus update (post-effective amendment)
Filed: 18 Feb 04, 12:00am