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): September 23, 2003
EPHONE TELECOM, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 000-27699 98-0204749
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
66 HAWLEY ROAD, OXFORD CONNECTICUT 28409
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 787-7000
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTOR'S
In a Form 8-K filed by the Registrant on August 22, 2003, the
Registrant reported that the merger of ePHONE Merger Corp., a wholly-owned
subsidiary of the Registrant ("Merger Corp"), with and into Champion Teleport,
Inc. ("Champion") pursuant to that certain Agreement and Plan of Merger dated as
of August 5, 2003, by and among the Registrant, Champion and Merger Corp (the
"Merger Agreement") had been finalized on August 5, 2003. That Report was
inaccurate because a number of conditions precedent to the merger, including the
failure of the Registrant to deliver shares of its common stock to the owners of
Champion as required by the Merger Agreement, never occurred. Mr. Wahba, as one
of the owners of Champion, expressed his concerns the Registrant acted
improperly in connection with the merger to the Board of Directors of the
Registrant in late August 2003, and met with the other members of the Board of
Directors of the Registrant regarding those concerns on September 9, 2003.
Shortly after that meeting, all of the directors of the Registrant except
Carmine Taglialatela resigned from the Board of Directors, and the Registrant
filed a Report on Form 8-K on September 17, 2003, reporting those resignations.
Following those resignations, Messrs. Wahba and Taglialatela, as the two
remaining directors, tried to work out a fair and equitable settlement of the
dispute between the shareholders of Champion and the Registrant that would have
included completion of the merger.
Mr. Taglialatela resigned as a director of the Registrant on
September 23, 2003 before he and Mr. Wahba were able to reach an acceptable
settlement of the dispute, leaving no officers or directors of the Registrant
except Mr. Wahba, who was only serving as a director. As a result of an
irreconcilable conflict of interest, Mr. Wahba resigned as a director of the
Registrant effective September 25, 2003 and authorized the filing of this Report
as his final act. The Registrant has no remaining directors, officers or
employees and no operations in Connecticut or elsewhere.
Subsequent to Mr. Wahba's resignation, the shareholders of Champion
notified the Registrant in writing that the Merger Agreement was terminated as a
result failure of the Registrant to fulfill the conditions and covenants
specified in the Merger Agreement. The Registrant has also been advised that the
shareholders of Champion are exploring all of their legal remedies in connection
with these matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be filed.
Date: September 25, 2003
EPHONE TELECOM, INC.