NTS / Nts, Inc. - SEC Filings, Annual Report, Proxy Statement

Nts, Inc.
US
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
CIK 1126216
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nts, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
June 19, 2014 15-12B

- FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32521 NTS, INC. (Exact name of registrant as specified in its charter)

June 9, 2014 EX-99.25

EX-99.25

EX-99.25 2 ntstext.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE MKT LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 20, 2014, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(3) That on June 6,

June 6, 2014 EX-3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION NTS, INC. a Nevada Corporation

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NTS, INC. a Nevada Corporation NTS, Inc. (the “Corporation”) hereby amends and restates its Articles of Incorporation (these “Articles of Incorporation”) pursuant to Chapter 78 of the Nevada Revised Statutes. ARTICLE I NAME The name of the corporation is NTS, Inc. (the “Corporation”). ARTICLE II REGISTERED AGENT The Corporation’s curren

June 6, 2014 SC 13E3/A

- SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 5) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NTS, INC. (Name of the Issuer) NTS, INC. TOWER THREE PARTNERS LLC TOWER THREE PARTNERS FUND II LP TOWER THREE PARTNERS FUND II GP LP TOWER THREE PARTNERS FUND II GP LLC T3 NORTH HOLDINGS, LLC T3 NORTH INTERMEDIATE HOL

June 6, 2014 S-8 POS

- S-8 POS

Registration No. 333-158495 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NTS, INC. (Exact Name of registrant as specified in its charter) NEVADA 11-3618510 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1220 Broadway Lubb

June 6, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) June 6, 2014 NTS, Inc.

June 6, 2014 EX-3.2

AMENDED AND RESTATED BYLAWS NTS, INC. (a Nevada corporation) ARTICLE I Offices

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NTS, INC. (a Nevada corporation) ARTICLE I Offices SECTION 1. Registered Office. In accordance with the applicable provisions of the Nevada Revised Statutes (“NRS”), including, without limitation, NRS 78.090, the registered office of NTS, Inc. (the “Corporation”) shall be maintained at such place within the State of Nevada as the board of directors (the “

June 6, 2014 POS AM

- POS AM

Registration No. 333-168317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NTS, INC. (Exact Name of registrant as specified in its charter) NEVADA 11-3618510 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1220 Broadway Lubb

June 6, 2014 S-8 POS

- S-8 POS

Registration No. 333-189787 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NTS, INC. (Exact Name of registrant as specified in its charter) NEVADA 11-3618510 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1220 Broadway Lubb

May 28, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 28, 2014 (May 28, 2014) NTS, Inc. (Exact name of registrant as specified in its charter) Nevada 001-32521 11-3618510 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 28, 2014 EX-10.158

NTS, INC. PROMISSORY NOTE

Exhibit 10.158 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO

May 15, 2014 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 NTS, INC. (Exact name o

May 15, 2014 EX-10.157

AMENDMENT NO. 6 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

Exhibit 10.157 AMENDMENT NO. 6 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This AMENDMENT NO. 6, dated as of May 14, 2014 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011, Amendment No.1 thereto dated as of June 22, 2012, Amendment No. 2 th

May 15, 2014 EX-2.1

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 ntsex21.htm SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of May 15, 2014, by and among NTS, Inc., a Nevada corporation (“NTS”), T3 North Intermediate Holdings, LLC, a Nevada limited liability company (“T3”) and North Merger S

May 15, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 15, 2014 NTS, Inc. (Exact name of registrant as specified in its charter) Nevada 001-32521 11-3618510 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

May 14, 2014 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 18, 2013 NTS, Inc. (Exact name of registrant as specified in its charter) Nevada 001-32521 11-3618510 (State or Other Jurisdiction of Incorporation) (Comm

April 14, 2014 EX-2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of April 14, 2014, by and among NTS, Inc., a Nevada corporation (“NTS”), T3 North Intermediate Holdings, LLC, a Nevada limited liability company (“T3”) and North Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of T3, and this Amend

April 14, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 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): April 14, 2014 NTS, Inc. (Exact name of registrant as specified in its charter) Nevada 001-32521 11-3618510 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

March 27, 2014 10-K

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32521 NTS, Inc. (form

March 27, 2014 EX-21.1

List of Subsidiaries - March 2014

Exhibit 21.1 List of Subsidiaries - March 2014 NTS, Inc. 100% NTS Communications, Inc. 100% NTS Management Company, LLC 100% Communications Brokers, Inc. 100% NTS Construction Company 100% NTS Telephone Company, LLC 100% Midcom of Arizona, Inc. 100% Garey M Wallace Company, Inc. 100% PRIDE Network, Inc. 100% Xfone USA, Inc. 100% eXpeTel Communications, Inc. 100% Gulf Coast Utilities, Inc.

March 5, 2014 SC 13E3/A

- SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 4) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NTS, INC. (Name of the Issuer) NTS, INC. TOWER THREE PARTNERS LLC TOWER THREE PARTNERS FUND II LP TOWER THREE PARTNERS FUND II GP LP TOWER THREE PARTNERS FUND II GP LLC T3 NORTH HOLDINGS, LLC T3 NORTH INTERMEDIATE HOL

March 5, 2014 DEFR14A

- DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confid

February 26, 2014 8-K

Submission of Matters to a Vote of Security Holders - 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): February 26, 2014 (February 26, 2014) NTS, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

February 19, 2014 8-K

Other Events - FORM 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): February 19, 2014 NTS, Inc. (Exact name of registrant as specified in its charter) Nevada 001-32521 11-3618510 (State or Other Jurisdiction of Incorporation) (Commission File Number)

February 14, 2014 SC 13G/A

NTS / Nts, Inc. / MANCHESTER MANAGEMENT CO LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2014 SC 13G/A

NTS / Nts, Inc. / BURLINGAME ASSET MANAGEMENT, LLC - FEBRUARY 14, 2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 1)* NTS, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 62943B105 (CUSIP Number) December 31, 2013 (Date of E

February 14, 2014 SC 13G/A

Schreyer Leslie J - SCHEDULE 13G AMENDMENT NO. 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NTS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 62943B 10 5 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

February 11, 2014 SC 13G

NTS / Nts, Inc. / AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NTS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 62943B105 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

January 23, 2014 DEFM14A

- FORM DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

January 23, 2014 SC 13E3/A

- SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NTS, INC. (Name of the Issuer) NTS, INC. TOWER THREE PARTNERS LLC TOWER THREE PARTNERS FUND II LP TOWER THREE PARTNERS FUND II GP LP TOWER THREE PARTNERS FUND II GP LLC T3 NORTH HOLDINGS, LLC T3 NORTH INTERMEDIATE HOL

January 14, 2014 SC 13E3/A

- SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NTS, INC. (Name of the Issuer) NTS, INC. TOWER THREE PARTNERS LLC TOWER THREE PARTNERS FUND II LP TOWER THREE PARTNERS FUND II GP LP TOWER THREE PARTNERS FUND II GP LLC T3 NORTH HOLDINGS, LLC T3 NORTH INTERMEDIATE HOL

January 14, 2014 PRER14A

- FORM PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

January 14, 2014 CORRESP

-

Kevin J. Sullivan Arthur S. Marcus Mark W. Jeanfreau Weil, Gotshal & Manges LLP Sichenzia Ross Friedman Ference LLP Phelps Dunbar LLP 100 Federal Street, Floor 34 61 Broadway, 32nd Floor Canal Place Boston, MA 02110 New York, NY 10006 365 Canal Street, Suite 2000 (617) 772-8333 (646) 810-0592 New Orleans, LA 70130 (504) 584-9236 Via EDGAR Transmission Mr. Daniel F. Duchovny Special Counsel Office

December 24, 2013 EX-99.(C)(8)

Los Angeles San Francisco New York Newport Beach Boston

DRAFT Los Angeles San Francisco New York Newport Beach Boston NTS, Inc. Presentation to the Board of Directors October [15],January 2013 Strictly Private and Confidential B. Riley & Co., LLC Member FINRA & SIPC www.brileyco.c Qualification and Limiting Conditions This document has been prepared for the Board of Directors (the “Board”) of NTS, Inc. (“NTS” or the “Company”) by B. Riley & Co., LLC (“

December 24, 2013 PRER14A

- PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

December 24, 2013 EX-99.(C)(7)

Non-Fiber vs. Fiber Revenue

Confidential Project Premise Presentation to the Board of Directors October 15, 2013 Disclaimer The following pages contain material provided Premise (“the to “Company”) the Board Oberon Securities, in connection with a proposed transaction involving Premise.

December 24, 2013 SC 13E3/A

- FORM SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NTS, INC. (Name of the Issuer) NTS, INC. TOWER THREE PARTNERS LLC TOWER THREE PARTNERS FUND II LP TOWER THREE PARTNERS FUND II GP LP TOWER THREE PARTNERS FUND II GP LLC T3 NORTH HOLDINGS, LLC T3 NORTH INTERMEDIATE HOL

December 24, 2013 CORRESP

-

Kevin J. Sullivan Arthur S. Marcus Mark W. Jeanfreau Weil, Gotshal & Manges LLP Sichenzia Ross Friedman Ference LLP Phelps Dunbar LLP 100 Federal Street, Floor 34 61 Broadway, 32nd Floor Canal Place Boston, MA 02110 New York, NY 10006 365 Canal Street, Suite 2000 (617) 772-8333 (646) 810-0592 New Orleans, LA 70130 (504) 584-9236 Via EDGAR Transmission Mr. Daniel F. Duchovny Special Counsel Office

December 18, 2013 8-K

Submission of Matters to a Vote of Security Holders

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 18, 2013 (December 18, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or o

November 22, 2013 SC 13E3

- NTS - SC 13E 3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NTS, INC. (Name of the Issuer) NTS, INC. TOWER THREE PARTNERS LLC TOWER THREE PARTNERS FUND II LP TOWER THREE PARTNERS FUND II GP LP TOWER THREE PARTNERS FUND II GP LLC T3 NORTH HOLDINGS, LLC T3 NORTH INTERMEDIATE HOLDINGS, LLC NORTH M

November 22, 2013 PREM14A

- NTS PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

November 19, 2013 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): November 19, 2013 (November 19, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or o

November 19, 2013 EX-99.1

NTS, Inc. (Formerly Xfone, Inc.) Annual Monitoring Report | November 2013

EX-99.1 2 nts991.htm ANNUAL MONITORING REPORT Exhibit 99.1 NTS, Inc. (Formerly Xfone, Inc.) Annual Monitoring Report | November 2013 Author: Tal Tutnauer, Analyst [email protected] Contact: Sigal Issachar, Head of Corporate [email protected] 1 NTS, Inc. Series Rating Ba1 Outlook: Developing Midroog reconfirms a Ba1 rating for the Series A bonds issued by NTS Inc. (“NTS” or “the Company”), whi

November 14, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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): November 14, 2013 (November 14, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or o

November 14, 2013 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 NTS, INC. (Exact na

November 14, 2013 EX-99.1

NTS Announces Third Quarter Results; Fiber Business Grows 28.2%

Exhibit 99.1 FOR IMMEDIATE RELEASE NTS Announces Third Quarter Results; Fiber Business Grows 28.2% Lubbock, TX – November 14, 2013 - NTS, Inc. (NYSE MKT/TASE: NTS) (“NTS” or the “Company”) announces results for the three and nine months ended September 30, 2013. Revenues Revenues from the Company’s Fiber-To-The-Premises (“FTTP”) business grew 28.2% to $6.1 million in the third quarter ended Septem

November 5, 2013 8-K

Other Events

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): November 5, 2013 (November 5, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or org

November 1, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

October 28, 2013 SC 13D/A

NTS / Nts, Inc. / Lone Star Value Management LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 NTS, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 62943B105 (CUSIP Number) JEFFREY E. EBERWEIN LONE ST

October 25, 2013 EX-1

Exhibit 1

Exhibit 1 VOTING AGREEMENT This Voting Agreement (the “Agreement”) is made and entered into as of October 20, 2013, by and among T3 North Intermediate Holdings, LLC, a Nevada limited liability company (“Parent”), NTS, Inc.

October 25, 2013 SC 13D/A

NTS / Nts, Inc. / NISSENSON GUY - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 002)* NTS, INC. (formerly Xfone, Inc.) (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 98414Y109 (CUSIP Number) Arthur Marcus Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006 (212) 930-9700 (Name, addre

October 24, 2013 EX-1

Exhibit 1

Exhibit 1 VOTING AGREEMENT This Voting Agreement (the “Agreement”) is made and entered into as of October 20, 2013, by and among T3 North Intermediate Holdings, LLC, a Nevada limited liability company (“Parent”), NTS, Inc.

October 24, 2013 SC 13D

NTS / Nts, Inc. / NISSENSON GUY - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 001)* NTS, INC. (formerly Xfone, Inc.) (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 98414Y109 (CUSIP Number) Arthur Marcus Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006 (212) 930-9700 (Name, addre

October 21, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Dated as of October 20, 2013 among T3 NORTH INTERMEDIATE HOLDINGS, LLC, NORTH MERGER SUB, INC. and NTS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 SECTION 1.1 The Merger 2 SECTION 1.2 Closing 2 SECTION 1.3 Effective Time 2 SECTION 1.4 Effects of the Merger 2 SECTION 1.5 Articles of Incorporation and Bylaws of the Surviving Corporat

October 21, 2013 8-K

Financial Statements and Exhibits, Other Events

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) October 21, 2013 (October 20, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada 001-32521 11-3618510 (State or other jurisdiction of

October 21, 2013 EX-10.156

VOTING AGREEMENT

Exhibit 10.156 VOTING AGREEMENT This Voting Agreement (the “Agreement”) is made and entered into as of October 20, 2013, by and among T3 North Intermediate Holdings, LLC, a Nevada limited liability company (“Parent”), NTS, Inc., a Nevada corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of October

October 21, 2013 EX-99.1

NTS, INC. TO BE ACQUIRED FOR $2.00 PER SHARE BY TOWER THREE PARTNERS LLC

EXHIBIT 99.1 NTS, INC. TO BE ACQUIRED FOR $2.00 PER SHARE BY TOWER THREE PARTNERS LLC Lubbock, TX – October 21, 2013 – NTS, Inc. (NYSE MKT/TASE: NTS) (“NTS” or “the Company”), a leading regional provider of integrated communications, announces that it has entered into a definitive merger agreement with affiliates of private equity firm Tower Three Partners LLC (“Tower Three”). Upon completion of t

August 21, 2013 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): August 21, 2013 (August 21, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organ

August 21, 2013 EX-99.1

NTS ANNOUNCES MOVE TO NEW CORPORATE HEADQUARTERS

Exhibit 99.1 FOR IMMEDIATE RELEASE NTS ANNOUNCES MOVE TO NEW CORPORATE HEADQUARTERS Lubbock, TX – August 21, 2013 – NTS, Inc., (NYSE MKT: NTS) (NTS.TA) (“NTS” or “the Company”) is pleased to announce its move to the Company-owned Metro Tower building in downtown Lubbock. Metro Tower is also known locally as the “NTS Tower”, and at 20 stories, it is the tallest building in Lubbock. On Monday, Augus

August 15, 2013 EX-99.2

2Q FY2013 Financial Results CONFERENCE CALL Presenters 2 • Guy Nissenson, Chairman, President & CEO • Niv Krikov, CFO Safe Harbor Statement This presentation may contain forward-looking statements. The words or phrases "would be", "will allow", "shou

EX-99.2 3 ntsex992.htm COMPANY PRESENTATION Exhibit 99.2 2Q FY2013 Financial Results CONFERENCE CALL Presenters 2 • Guy Nissenson, Chairman, President & CEO • Niv Krikov, CFO Safe Harbor Statement This presentation may contain forward-looking statements. The words or phrases "would be", "will allow", "should“, "intends to", "will likely result", "are expected to", "will continue", "is anticipated"

August 15, 2013 EX-99.1

NTS Announces Second Quarter Results; Fiber Business Grows 25%

EX-99.1 2 ntsex991.htm EARNING RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTS Announces Second Quarter Results; Fiber Business Grows 25% Lubbock, TX – August 15, 2013 - NTS, Inc. (NYSE MKT/TASE: NTS) (“NTS” or the “Company”) announces results for the three months ended June 30, 2013. Revenues Revenues from the Company’s Fiber-To-The-Premises (“FTTP”) business grew 25% to $5.7 million in the second

August 15, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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): August 15, 2013 (August 15, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organ

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 NTS, INC. (Exact name of

July 3, 2013 EX-4.1

XFONE, INC. 2004 STOCK OPTION PLAN

Exhibit 4.1 XFONE, INC. 2004 STOCK OPTION PLAN This 2004 Stock Option Plan (the "Plan") provides for the grant of options to acquire common shares (the "Common Shares") in the capital of Xfone, Inc., a corporation formed under the laws of the State of Nevada (the "Corporation"). Stock options granted under this Plan will include: (a) stock options that qualify under Section 422 of the Internal Rev

July 3, 2013 S-8

- S-8

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NTS, INC. (Exact name of registrant as specified in its charter) Nevada 11-3618510 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 5307 W Loop 289 Lubbock, TX 79414, USA (Address of princip

July 3, 2013 EX-4.2

Agreement and Release

Exhibit 4.2 Agreement and Release This Agreement and Release (this “Agreement”) is entered into on November 8th, 2010 to be effective as of October 31, 2010 (the “Effective Date”), between John Burton (“Burton”) and Xfone, Inc. (the “Company”). RECITALS WHEREAS, Burton was employed by the Company’s former wholly owned UK subsidiary, Swiftnet Limited (“Swiftnet”), as General Manager, pursuant to a

June 27, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

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): June 27, 2013 (June 27, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organizat

June 27, 2013 EX-10.155

AMENDMENT NO. 5 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

EXHIBIT 10.155 AMENDMENT NO. 5 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This AMENDMENT NO. 5, dated as of June 27, 2013 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011, Amendment No.1 thereto dated as of June 22, 2012, Amendment No. 2 t

June 27, 2013 EX-10.154

AMENDMENT NO. 4 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

Exhibit 10.154 AMENDMENT NO. 4 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This AMENDMENT NO. 4, dated as of March 28, 2013 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011, Amendment No.1 thereto dated as of June 22, 2012, Amendment No. 2

June 11, 2013 SC 13D/A

NTS / Nts, Inc. / Eberwein Jeffrey E. - SCHEDULE 13D/A Activist Investment

CUSIP No. 62943B105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* Under the Securities Exchange Act of 1934 NTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62943B105 (CUSIP Number) Jeffrey E. Eberwein 4263 Tresser Blvd, 9th Floor Stamford, CT 06901 (203) 542-7020 Frederic Dorwart Frederic Dorwart, Lawyers 124 East Fou

June 3, 2013 SC 13G/A

NTS / Nts, Inc. / GAGNON SECURITIES LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 nts13ga6.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A – EXIT FILING (Amendment No. 6) Under the Securities Exchange Act of 1934 NTS, INC. (f/k/a XFONE INC.) (Name of Issuer) Common Stock (Title of Class of Securities) 62943B105 (CUSIP Number) May 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the approp

May 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 NTS, INC. (Exact name o

May 14, 2013 EX-99.2

1Q FY2013 Financial Results CONFERENCE CALL Presenters 2 • Guy Nissenson, Chairman, President & CEO • Niv Krikov, CFO Safe Harbor Statement This presentation may contain forward-looking statements. The words or phrases "would be", "will allow", "shou

EXHIBIT 99.2 1Q FY2013 Financial Results CONFERENCE CALL Presenters 2 • Guy Nissenson, Chairman, President & CEO • Niv Krikov, CFO Safe Harbor Statement This presentation may contain forward-looking statements. The words or phrases "would be", "will allow", "should“, "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "plan", "project", or similar

May 14, 2013 EX-99.1

NTS Reports 1Q2013 EBITDAS Increase of 24% to $3.4 Million Fiber Business Grows 31% in First Quarter of 2013

EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTS Reports 1Q2013 EBITDAS Increase of 24% to $3.4 Million Fiber Business Grows 31% in First Quarter of 2013 Lubbock, TX – May 14, 2013 - NTS, Inc. (NYSE MKT/TASE: NTS) (“NTS” or the “Company”) announces results for the three months ended March 31, 2013. Revenues Revenues from the Company’s Fiber-To-The-Premises (“FTTP”) business grew 31% to $5.3 million in the f

May 14, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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): May 14, 2013 (May 14, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organizatio

March 28, 2013 EX-10.153

AMENDMENT NO. 4 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

EXHIBIT 10.153 AMENDMENT NO. 4 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This AMENDMENT NO. 4, dated as of March 28, 2013 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011, Amendment No.1 thereto dated as of June 22, 2012, Amendment No. 2

March 28, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

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 28, 2013 (March 28, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organiz

March 22, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 22, 2013 (March 22, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organiz

March 22, 2013 EX-99.1

NTS Reports Record 2012 EBITDAS of $11.9 Million Fiber Business Grows 39.9%

EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTS Reports Record 2012 EBITDAS of $11.9 Million Fiber Business Grows 39.9% Lubbock, TX –March 22, 2012 – NTS, Inc. (NYSE MKT/TASE: NTS) (“NTS” or the “Company”) announces results for the three months and year ended December 31, 2012. Revenues Revenues from the Company’s Fiber-To-The-Premises (“FTTP”) business grew 34.8% to $4.9 million in the fourth quarter ende

March 22, 2013 EX-99.3

4Q FY2012 Financial Results CONFERENCE CALL Presenters 2 • Guy Nissenson, President & CEO • Niv Krikov, CFO Safe Harbor Statement This presentation may contain forward-looking statements. The words or phrases "would be", "will allow", "should“, "inte

EXHIBIT 99.3 4Q FY2012 Financial Results CONFERENCE CALL Presenters 2 • Guy Nissenson, President & CEO • Niv Krikov, CFO Safe Harbor Statement This presentation may contain forward-looking statements. The words or phrases "would be", "will allow", "should“, "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "plan", "project", or similar expression

March 22, 2013 EX-99.2

NTS Fiber Progress 4Q12 % of Revenues EBITDAS Margin

EXHIBIT 99.2 NTS Fiber Progress 4Q12 % of Revenues EBITDAS Margin

March 22, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32521 NTS, Inc. (form

March 1, 2013 SC 13G

NTS / Nts, Inc. / BURLINGAME ASSET MANAGEMENT, LLC - FEBRUARY 27, 2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. )* NTS, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 62943B105 (CUSIP Number) March 1, 2013 (Date of Event

February 14, 2013 SC 13G/A

NTS / Nts, Inc. / Schreyer Leslie J - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* NTS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 62943B 10 5 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

February 14, 2013 SC 13D

NTS / Nts, Inc. / Hollow Brook Wealth Management LLC Activist Investment

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 13, 2013 SC 13G/A

NTS / Nts, Inc. / GAGNON SECURITIES LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 nts13ga5.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 5) Under the Securities Exchange Act of 1934 NTS, INC. (f/k/a XFONE INC.) (Name of Issuer) Common Stock (Title of Class of Securities) 62943B105 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 12, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

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): February 12, 2013 (February 12, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or o

February 12, 2013 EX-10.153

AMENDMENT NO. 3 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

EXHIBIT 10.153 AMENDMENT NO. 3 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This AMENDMENT NO. 3, dated as of February 12, 2013 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011, Amendment No.1 thereto dated as of June 22, 2012 and Amendment

February 8, 2013 SC 13G/A

NTS / Nts, Inc. / MANCHESTER MANAGEMENT CO LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 7, 2013 SC 13G/A

NTS / Nts, Inc. / Windcrest Partners Public Investments, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 18, 2013 EX-99.1

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NTS, INC. I. PURPOSE The Audit Committee (the “Committee”) will assist the Board of Directors (the “Board”) of NTS, Inc., f/k/a Xfone, Inc. (the “Corporation”) by overseeing the integrity of

EXHIBIT 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NTS, INC. I. PURPOSE The Audit Committee (the “Committee”) will assist the Board of Directors (the “Board”) of NTS, Inc., f/k/a Xfone, Inc. (the “Corporation”) by overseeing the integrity of the Corporation’s financial statements and reporting process, overseeing the independent auditor’s qualifications and independence, and

January 18, 2013 EX-99.2

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NTS, INC. Purpose The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NTS, Inc., f/k/a Xfone, Inc. (the “Company”) shall assist the Board in the di

EXHIBIT 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NTS, INC. Purpose The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NTS, Inc., f/k/a Xfone, Inc. (the “Company”) shall assist the Board in the discharge of its responsibilities with respect to the compensation of the directors and executive officers1 of the Company. Composition of

January 18, 2013 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): January 18, 2013 (January 17, 2013) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or org

January 18, 2013 EX-99.3

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF NTS, INC. Purpose The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of NTS, Inc., f/k/a Xfone, Inc. (t

EXHIBIT 99.3 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF NTS, INC. Purpose The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of NTS, Inc., f/k/a Xfone, Inc. (the “Company”) is appointed by the Board to (i) assist the Board by identifying individuals qualified to become Board members, (ii) recomm

December 20, 2012 8-K

Submission of Matters to a Vote of Security Holders - CURRENT REPORT

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 20, 2012 (December 20, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or o

December 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

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 17, 2012 (December 17, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or o

December 17, 2012 EX-10.152

1

EXHIBIT10.152 December 17, 2012 Niv Krikov (“Executive”) 7908 Vicksburg Ave. Lubbock, Texas 79424 Re: Amendment to Employment Agreement Dear Niv: We (NTS Communications, Inc., and/or NTS, Inc., referred to herein as “Employer”) are pleased to extend the term of your employment as Executive Vice President, Treasurer and Chief Financial Officer of NTS Communications, Inc., and as Principal Accountin

November 15, 2012 EX-99.1

NTS Reports 3Q 2012 EBITDAS Increase of 31% to $3.1 Million Fiber Business Grows 41.9% in the first nine months

EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTS Reports 3Q 2012 EBITDAS Increase of 31% to $3.1 Million Fiber Business Grows 41.9% in the first nine months Lubbock, TX – November 15, 2012 – NTS, Inc., f/k/a Xfone, Inc. (NYSE MKT/TASE: NTS) (“NTS” or the “Company”) announces results for the three and nine months ended September 30, 2012. Revenues Consolidated revenues for the quarter ended September 30, 201

November 15, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): November 15, 2012 (November 15, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or o

November 15, 2012 EX-99.2

NTS Fiber Progress 3Q12

Exhibit 99.2 NTS Fiber Progress 3Q12

November 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 NTS, INC. (Exact na

November 7, 2012 DEF 14A

- DEFINITIVE PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

November 6, 2012 SC 13D/A

NTS / Nts, Inc. / Eberwein Jeffrey E. - FORM 13D/A Activist Investment

CUSIP No. 62943B105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 NTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62943B105 (CUSIP Number) Concerned NTS Shareholders c/o Jeffrey E. Eberwein 4 Lockwood Avenue Old Greenwich, Connecticut 06870 (917) 576-9420 Frederic Dorwart Fred

November 6, 2012 8-K

- PRESS RELEASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)

November 6, 2012 DEFA14A

- PRESS RELEASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)

November 5, 2012 EX-10.151

CONCERNED NTS SHAREHOLDERS c/o Jeffrey E. Eberwein 4 Lockwood Avenue Old Greenwich, Connecticut 06870 November 1, 2012

EXHIBIT 10.151 CONCERNED NTS SHAREHOLDERS c/o Jeffrey E. Eberwein 4 Lockwood Avenue Old Greenwich, Connecticut 06870 November 1, 2012 NTS, Inc. 5307 W Loop 289 Lubbock, TX 79414 Attn.: Guy Nissenson, President and CEO [email protected] Re: Agreement to be named in NTS, Inc.’s Proxy Statement VIA ELECTRONIC MAIL Dear Guy: I understand you have scheduled or will schedule a board meeting to discuss t

November 5, 2012 EX-3.13

REAMENDED AND RESTATED BYLAWS OF NTS, INC. DATED NOVEMBER 5, 2012 A Nevada Corporation

EXHIBIT 3.13 REAMENDED AND RESTATED BYLAWS OF NTS, INC. DATED NOVEMBER 5, 2012 A Nevada Corporation ARTICLE 1 - OFFICES 1.1 Resident Agent and Registered or Statutory Office. The current Resident Agent for NTS, Inc., formerly Xfone, Inc., (the "Corporation") is InCorp Services, Inc. The registered or statutory office of the Corporation in the State of Nevada is currently located in Henderson. The

November 5, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 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): November 5, 2012 (November 5, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or org

October 24, 2012 SC 13D

NTS / Nts, Inc. / Eberwein Jeffrey E. - FORM SC 13D Activist Investment

CUSIP No. 62943B105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62943B105 (CUSIP Number) Concerned NTS Shareholders c/o Jeffrey E. Eberwein 4 Lockwood Avenue Old Greenwich, Connecticut 06870 (917) 576-9420 Frederic Dorwart Frederic Dorwart, Lawye

October 24, 2012 DFAN14A

- PRESS RELEASE

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.

October 24, 2012 EX-99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is entered into as of October 23, 2012, by and among the signatories hereto.

September 27, 2012 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 27, 2012 (September 27, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or

September 24, 2012 8-K

Other Events - CURRENT REPORT

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 24, 2012 (September 23, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or

August 16, 2012 EX-99.1

NTS, Inc. (Formerly Xfone, Inc.) Monitoring Report | August 2012

Exhibit 99.1 NTS, Inc. (Formerly Xfone, Inc.) Monitoring Report | August 2012 Author: Tal Tutnauer, Analyst [email protected] Contact: Sigal Issachar, Head of Corporate [email protected] 1 NTS, Inc. Series Rating Ba1 Outlook: Stable Midroog announces the downgrading of NTS Inc. ("NTS" or the "Company") Series A Bonds from Baa3 to Ba1 and the stabilization of outlook from negative to stable. B

August 16, 2012 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): August 16, 2012 (August 16, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organ

August 13, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 NTS, INC. (Exact name of

August 13, 2012 EX-10.150

AMENDMENT NO. 2 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

EXHIBIT 10.150 AMENDMENT NO. 2 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This AMENDMENT NO. 2 dated as of August 9, 2012 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amend by that certain Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011 and by Amendment No. 1 dated as of June 22, 2012 (as so amend

August 6, 2012 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): August 6, 2012 (August 6, 2012) NTS, INC. (Formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organiz

July 5, 2012 8-K

Other Events - CURRENT REPORT

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): July 5, 2012 (July 4, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organizatio

June 25, 2012 EX-10.149

AMENDMENT NO. 1 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

Exhibit 10.149 AMENDMENT NO. 1 TO THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This AMENDMENT NO. 1, dated as of June 22, 2012 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amend by that certain Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011 (as so amended, the “Existing Credit Agreement”, and as amend

June 25, 2012 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 25, 2012 (June 22, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organizat

May 15, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONFk WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONFk WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 NTS, INC. (formerly X

April 2, 2012 EX-99.1

NTS Reports 4Q 2011 EBITDAS Growth of Approximately 27% With Strong Growth From Fiber Business

FOR IMMEDIATE RELEASE NTS Reports 4Q 2011 EBITDAS Growth of Approximately 27% With Strong Growth From Fiber Business Lubbock, TX – March 30, 2012 – NTS, Inc.

April 2, 2012 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 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 30, 2012 (March 30, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorp

March 30, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32521 NTS, Inc. (form

March 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition -

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 30, 2012 (March 30, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organiz

March 30, 2012 EX-99.1

NTS Reports 4Q 2011 EBITDAS Growth of Approximately 27% With Strong Growth From Fiber Business

FOR IMMEDIATE RELEASE NTS Reports 4Q 2011 EBITDAS Growth of Approximately 27% With Strong Growth From Fiber Business Lubbock, TX – March 30, 2012 – NTS, Inc.

March 30, 2012 EX-4

Specimen Stock Certificate and Specimen Warrant Certificate.*

-1- -2-

March 30, 2012 EX-21.1

List of Subsidiaries (Amended as of March 2012).*

List of Subsidiaries - March 2012 NTS, Inc. 100% NTS Communications, Inc. 100% NTS Management Company, LLC 100% Communications Brokers, Inc. 100% NTS Construction Company 100% NTS Telephone Company, LLC 100% Midcom of Arizona, Inc. 100% Garey M Wallace Company, Inc. 100% PRIDE Network, Inc. 100% Xfone USA, Inc. 100% eXpeTel Communications, Inc. 100% Gulf Coast Utilities, Inc.

March 6, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events -

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 6, 2012 (March 6, 2012) NTS, INC. (formerly Xfone, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organizat

March 6, 2012 EX-10.148

Employment and Severance Agreement dated March 6, 2012 between NTS, Inc., NTS Communications, Inc. and Guy Nissenson.

EMPLOYMENT AND SEVERANCE AGREEMENT This Employment and Severance Agreement (this "Agreement") is entered into on March 6, 2012, by and between NTS, Inc.

February 16, 2012 SC 13G

NTS / Nts, Inc. / MANCHESTER MANAGEMENT CO LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2012 SC 13G/A

NTS / Nts, Inc. / Schreyer Leslie J - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NTS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 62943B 10 5 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

February 13, 2012 8-K

Other Events -

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): February 13, 2012 (February 13, 2012) NTS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

February 8, 2012 SC 13G/A

NTS / Nts, Inc. / GAGNON SECURITIES LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 nts13ga4.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4) Under the Securities Exchange Act of 1934 NTS, INC. (f/k/a XFONE INC.) (Name of Issuer) Common Stock (Title of Class of Securities) 62943B105 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 1, 2012 EX-3

Certificate of Amendment to the Articles of Incorporation of the Company dated January 25, 2012.

February 1, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year -

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): February 1, 2012 (February 1, 2012) NTS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission F

January 31, 2012 EX-99.1

XFONE Announces Name Change to NTS, Inc. New Ticker Symbol “NTS” Effective February 2, 2012

FOR IMMEDIATE RELEASE XFONE Announces Name Change to NTS, Inc. New Ticker Symbol “NTS” Effective February 2, 2012 Lubbock, TX – January 31, 2012 – XFONE, Inc. (NYSE Amex and TASE: XFN) (“XFONE” or “the Company”) is pleased to announce that effective February 1, 2012 at 4:30 p.m. EST, the Company will change its name to “NTS, Inc.” and the Company’s common shares will trade on the NYSE Amex and Tel

January 31, 2012 8-K

Financial Statements and Exhibits, Other Events -

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): January 31, 2012 (January 31, 2012) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

January 30, 2012 SC 13G/A

NTS / Nts, Inc. / Windcrest Partners Public Investments, LP Passive Investment

OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 18, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition -

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): January 18, 2012 (January 17, 2012) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

January 18, 2012 EX-99.1

XFONE Expects 30% Increase in Fourth Quarter Fiber Revenues

FOR IMMEDIATE RELEASE XFONE Expects 30% Increase in Fourth Quarter Fiber Revenues Lubbock, TX – January 17, 2012 – XFONE, Inc.

December 30, 2011 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 29, 2011 (December 29, 2

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 29, 2011 (December 29, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commissi

December 15, 2011 8-K

Financial Statements and Exhibits, Other Events

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 15, 2011 (December 15, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commissi

December 15, 2011 8-K

Financial Statements and Exhibits, Other Events

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 15, 2011 (December 15, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commissi

November 23, 2011 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Xfone, Inc. (Name

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Xfone, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 98414Y109 (CUSIP Number) Eric S. Wagner, Esq. Kleinberg, Kaplan, Wolff & Coh

November 23, 2011 EX-99.1

Joint Filer Information

Joint Filer Information Title of Security: Common Stock and Warrants Issuer & Ticker Symbol: Xfone, Inc.

November 16, 2011 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Xfone, Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) (CUSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Xfone, Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 98414Y109 (CUSIP Number) David W. Stempel, Esq. Bradley Arant Boult Cummings LLP 1600 Division Street, Suite 700 Nashville, Tennessee 37203 (615) 252-4632

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 XFONE, INC. (Exact

November 10, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) xDefinitive Proxy Statem

November 3, 2011 8-K

Financial Statements and Exhibits, Other Events

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): November 3, 2011 (November 2, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

November 2, 2011 EX-99.1

Joint Filer Information

Joint Filer Information Title of Security: Common Stock and Warrants Issuer & Ticker Symbol: Xfone, Inc.

October 28, 2011 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) oDefinitive Proxy Statem

October 27, 2011 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): October 27, 2011 (October 27, 201

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): October 27, 2011 (October 27, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

October 27, 2011 EX-99.1

XFONE Raises $6 Million in Successful Rights Offering

FOR IMMEDIATE RELEASE XFONE Raises $6 Million in Successful Rights Offering Lubbock, TX ? October 27, 2011 ? XFONE, Inc.

October 6, 2011 EX-10.147

Term Loan, Guarantee and Security Agreement dated October 6, 2011.

TERM LOAN, GUARANTEE AND SECURITY AGREEMENT DATED AS OF OCTOBER 6, 2011 AMONG ICON AGENT, LLC, AS AGENT FOR THE LENDERS SIGNATORY HERETO, XFONE, INC (as a Guarantor), XFONE USA, INC.

October 6, 2011 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): October 6, 2011 (October 6, 2011)

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): October 6, 2011 (October 6, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission F

September 30, 2011 SC 13G

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XFONE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98414Y109 (CUSIP Number) September 20, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

September 14, 2011 EX-99.1

XFONE Announces Filing of Rights Offering Prospectus

FOR IMMEDIATE RELEASE XFONE Announces Filing of Rights Offering Prospectus Lubbock, TX – September 14, 2011 – XFONE, Inc.

September 14, 2011 8-K

Financial Statements and Exhibits, Other Events

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 14, 2011 (September 14, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commis

September 12, 2011 424B3

XFONE, INC. Up to 21,119,488 Shares of common stock Issuable Upon Exercise of Rights to Subscribe for Such Shares at $0.30 per Share

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-175572 PROSPECTUS XFONE, INC. Up to 21,119,488 Shares of common stock Issuable Upon Exercise of Rights to Subscribe for Such Shares at $0.30 per Share We are distributing, at no charge, to holders of shares of our common stock non-transferable and non-tradable subscription rights to purchase up to 21,119,488 shares of our common stock

September 9, 2011 CORRESP

·

September 9, 2011 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Mr. Larry Spirgel, Assistant Director Re: Xfone, Inc. Registration Statement on Form S-1 Filed July 14, 2011 File No. 333-175572 Dear Mr. Spirgel: Reference is made to that certain acceleration request filed September 8, 2011 via EDGAR (the ?Prior Accelera

September 8, 2011 CORRESP

Re: Xfone, Inc. Registration Statement on Form S-1 Filed July 14, 2011 File No. 333-175572

September 8, 2011 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Mr. Larry Spirgel, Assistant Director Re: Xfone, Inc. Registration Statement on Form S-1 Filed July 14, 2011 File No. 333-175572 Dear Mr. Spirgel: Xfone, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 193

September 8, 2011 EX-99.1

XFONE ANNOUNCES THE RECORD DATE OF ITS RIGHTS OFFERING

FOR IMMEDIATE RELEASE XFONE ANNOUNCES THE RECORD DATE OF ITS RIGHTS OFFERING Lubbock, TX – September 8, 2011 – Xfone, Inc.

September 8, 2011 8-K

Financial Statements and Exhibits, Other Events

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 8, 2011 (September 8, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commissi

September 1, 2011 EX-4.3

Form of Letter to Stockholders who are Record Holders.**

FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

September 1, 2011 EX-4.7

Form of Beneficial Owner Election.**

FORM OF BENEFICIAL OWNER ELECTION The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Common Stock of Xfone, Inc.

September 1, 2011 EX-4.1

Form of Subscription Rights Certificate.*

RIGHTS CERTIFICATE No.: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN XFONE'S PROSPECTUS DATED , 2011 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM INSTITUTIONAL MARKETING SERVICES ("IMS"), THE INFORMATION AGENT. XFONE, INC. Incorporated under the laws of the State of Nevada NON-TRANSFERABL

September 1, 2011 EX-4.4

Form of Letter to Nominee Holders Whose Clients are Beneficial Holders.**

FORM OF LETTER TO NOMINEE HOLDERS WHOSE CLIENTS ARE BENEFICIAL HOLDERS 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

September 1, 2011 EX-4.8

Form of Notice of Guaranteed Delivery.**

FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY XFONE, INC.

September 1, 2011 EX-4.5

Form of Letter to Clients of Nominee Holders.**

FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS [Letterhead of Dealer, Bank, Trust Company or Nominee] 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

September 1, 2011 CORRESP

Re: Xfone, Inc Registration Statement on Form S-1 Filed July 14, 2011 Amendment No. 1 Filed August 17, 2011 File No. 333-175572

September 1, 2011 VIA EDGAR AS CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Mr. Larry Spirgel, Assistant Director Re: Xfone, Inc Registration Statement on Form S-1 Filed July 14, 2011 Amendment No. 1 Filed August 17, 2011 File No. 333-175572 Dear Mr. Spirgel: We are counsel to Xfone, Inc. (the ?Company? or ?our c

September 1, 2011 S-1/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 (AMENDMENT NO. 2 ) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XFONE, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of in

As filed with the Securities and Exchange Commission on September 1 , 2011 Registration No.

September 1, 2011 EX-4.2

Form of Instructions for Use of Xfone, Inc.’s Subscription Rights Certificates **

FORM OF INSTRUCTIONS FOR USE OF XFONE, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK, OR YOUR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Xfone, Inc., a Nevada corporation (the “Company”), to the holders of record (the “Record Holders”) of its shares of common stock, par value $0.001 per share (the “C

August 17, 2011 EX-4.6

Form of Nominee Holder Certification.*

FORM OF NOMINEE HOLDER CERTIFICATION The undersigned, a bank, broker, trustee, depositary or other nominee of non-transferable, non-tradable rights (the ?Rights?) to purchase shares of common stock, par value $0.

August 17, 2011 EX-4.4

Form of Letter to Nominee Holders Whose Clients are Beneficial Holders.*

FORM OF LETTER TO NOMINEE HOLDERS WHOSE CLIENTS ARE BENEFICIAL HOLDERS 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

August 17, 2011 EX-4.5

Form of Letter to Clients of Nominee Holders.*

FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS [Letterhead of Dealer, Bank, Trust Company or Nominee] 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

August 17, 2011 EX-4.1

Form of Subscription Rights Certificate.*

RIGHTS CERTIFICATE No.: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN XFONE'S PROSPECTUS DATED , 2011 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM INSTITUTIONAL MARKETING SERVICES ("IMS"), THE INFORMATION AGENT. XFONE, INC. Incorporated under the laws of the State of Nevada NON-TRANSFERABL

August 17, 2011 EX-4.8

Form of Notice of Guaranteed Delivery.*

FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY XFONE, INC.

August 17, 2011 EX-4.7

Form of Beneficial Owner Election.*

FORM OF BENEFICIAL OWNER ELECTION The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Common Stock of Xfone, Inc.

August 17, 2011 EX-4.2

Form of Instructions for Use of Xfone, Inc.’s Subscription Rights Certificates*

FORM OF INSTRUCTIONS FOR USE OF XFONE, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK, OR YOUR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Xfone, Inc., a Nevada corporation (the “Company”), to the holders of record (the “Record Holders”) of its shares of common stock, par value $0.001 per share (the “C

August 17, 2011 EX-4.3

Form of Letter to Stockholders who are Record Holders.*

FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

August 17, 2011 S-1/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 (AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XFONE, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of inc

As filed with the Securities and Exchange Commission on August 17, 2011 Registration No.

August 17, 2011 CORRESP

**************

August 17, 2011 VIA EDGAR AS CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Mr. Larry Spirgel, Assistant Director Re: Xfone, Inc. Registration Statement on Form S-1 Filed July 14, 2011 File No. 333-175572 Dear Mr. Spirgel: We are counsel to Xfone, Inc. (the “Company” or “our client”). On behalf of our client, attac

August 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 XFONE, INC. (Exact name

July 14, 2011 EX-4.1

Form of Subscription Rights Certificate.*

RIGHTS CERTIFICATE No.: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN XFONE'S PROSPECTUS DATED , 2011 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM INSTITUTIONAL MARKETING SERVICES (IMS), THE INFORMATION AGENT. XFONE, INC. Incorporated under the laws of the State of Nevada NON-TRANSFERABLE,

July 14, 2011 EX-4.4

Form of Letter to Nominee Holders Whose Clients are Beneficial Holders.*

FORM OF LETTER TO NOMINEE HOLDERS WHOSE CLIENTS ARE BENEFICIAL HOLDERS 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

July 14, 2011 S-1

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XFONE, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation)

As filed with the Securities and Exchange Commission on July 14, 2011 Registration No.

July 14, 2011 EX-4.8

Form of Notice of Guaranteed Delivery.*

FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY XFONE, INC.

July 14, 2011 EX-4.7

Form of Beneficial Owner Election.*

FORM OF BENEFICIAL OWNER ELECTION The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Common Stock of Xfone, Inc.

July 14, 2011 EX-4.2

Form of Instructions for Use of Xfone, Inc.’s Subscription Rights Certificates*

FORM OF INSTRUCTIONS FOR USE OF XFONE, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK, OR YOUR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Xfone, Inc., a Nevada corporation (the “Company”), to the holders of record (the “Record Holders”) of its shares of common stock, par value $0.001 per share (the “C

July 14, 2011 EX-4.6

Form of Nominee Holder Certification.*

FORM OF NOMINEE HOLDER CERTIFICATION The undersigned, a bank, broker, trustee, depositary or other nominee of non-transferable, non-tradable rights (the “Rights”) to purchase shares of common stock, par value $0.

July 14, 2011 EX-4.5

Form of Letter to Clients of Nominee Holders.*

FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS [Letterhead of Dealer, Bank, Trust Company or Nominee] 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

July 14, 2011 EX-4.3

Form of Letter to Stockholders who are Record Holders.*

FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS 21,119,488 Shares of Common Stock Offered Pursuant to Rights Distributed to Record Stockholders of Xfone, Inc.

July 6, 2011 EX-99.1

XFONE ANNOUNCES RIGHTS OFFERING

FOR IMMEDIATE RELEASE XFONE ANNOUNCES RIGHTS OFFERING Lubbock, TX – July 6, 2011 – Xfone, Inc.

July 6, 2011 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): July 6, 2011 (July 6, 2011) XFONE

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): July 6, 2011 (July 6, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File No

May 19, 2011 EX-99.1

XFONE, Inc. Rating Action | May 2011

XFONE, Inc. Rating Action | May 2011 Author: Pavel Ioffe, Team Leader [email protected] Contacts: Avital Bar-Dayan, Senior VP [email protected] -1- XFONE, Inc. Series Rating Baa3 Outlook: Negative Midroog announces that it is assigning a Baa3 rating/negative outlook to a new bond series1 (Series B) of up to NIS 60 million par value, which Xfone, Inc. ("Xfone", the "Company") intends to issu

May 19, 2011 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): May 19, 2011 (May 19, 2011) XFONE

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): May 19, 2011 (May 19, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File No

May 17, 2011 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): May 17, 2011 (May 17, 2011) XFONE

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): May 17, 2011 (May 17, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File No

May 17, 2011 EX-99.1

XFONE Reports Continued Strong Growth From Fiber Business

FOR IMMEDIATE RELEASE XFONE Reports Continued Strong Growth From Fiber Business Lubbock, TX ? May 17, 2011 ? XFONE, Inc.

May 16, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 XFONE, INC. (Exact name

May 12, 2011 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): May 12, 2011 (May 12, 2011) XFONE

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): May 12, 2011 (May 12, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File No

May 2, 2011 EX-99.1

NTS Acquires Customers and Cable Assets in Western Texas - Establishes NTS as Only Land-based Provider of Cable in Acquired Markets -

FOR IMMEDIATE RELEASE NTS Acquires Customers and Cable Assets in Western Texas - Establishes NTS as Only Land-based Provider of Cable in Acquired Markets - Lubbock, TX ? May 2, 2011 ? XFONE, Inc.

May 2, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 2, 2011 (May 2, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File No.

May 2, 2011 EX-10.146

First Amendment to Senior Promissory Note, dated as of May 2, 2011.

FIRST AMENDMENT TO SENIOR PROMISSORY NOTE This First Amendment (“First Amendment”) to that certain Senior Promissory Note in the principal amount of $3,500,000, dated as of March 23, 2010 (the “Note”) is entered into as of May 2, 2011 by and among Xfone, Inc.

April 27, 2011 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): April 27, 2011 (April 27, 2011) X

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): April 27, 2011 (April 27, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission Fil

April 13, 2011 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): April 13, 2011 (April 12, 2011) X

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): April 13, 2011 (April 12, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission Fil

April 13, 2011 EX-99.1

Xfone Inc. (the “Company”)

Xfone Inc. (the ?Company?) Re: Immediate Report Following the request of Tel-Aviv Stock Exchange Ltd, the Company hereby clarifies that it no longer holds shares of Xfone 018 Ltd. The sale of the Company's holdings of Xfone 018 Ltd. was completed on August 31, 2010 (see Current Report filed by the Company with the SEC on August 31, 2010). Xfone, Inc.

March 18, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32521 Xfone, Inc. (Ex

March 18, 2011 EX-3.1

Certification of Officer pursuant to section 906 of the Sarbanes - Oxley Act of 2002.*

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Xfone, Inc. (the “Company”) for the fiscal period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S

March 18, 2011 EX-21.1

List of Subsidiaries (As of March, 17, 2011). *

List of Subsidiaries - March 2011 Xfone, Inc. 100% NTS Communications, Inc. 100% NTS Management Company, LLC 100% Communications Brokers, Inc. 100% NTS Construction Company 100% NTS Telephone Company, LLC 100% Midcom of Arizona, Inc. 100% Garey M Wallace Company, Inc. 100% PRIDE Network, Inc. 100% Xfone USA, Inc. 100% eXpeTel Communications, Inc. 100% Gulf Coast Utilities, Inc.

March 9, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2011 (March 9, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File

March 9, 2011 EX-99.1

XFONE Achieves Strong Fourth Quarter Fiber Growth

FOR IMMEDIATE RELEASE XFONE Achieves Strong Fourth Quarter Fiber Growth Lubbock, TX – March 9, 2011 – XFONE, Inc.

February 8, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*

OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 26, 2011 EX-99.1

XFONE Expects Fourth Quarter Fiber Revenues to Increase 33.5% to $2.8 Million

FOR IMMEDIATE RELEASE XFONE Expects Fourth Quarter Fiber Revenues to Increase 33.5% to $2.8 Million Lubbock, TX – January 26, 2011 – XFONE, Inc. (NYSE Amex and TASE: XFN) (“XFONE” or “the Company”) announced preliminary, unaudited sales results from its Fiber-To-The-Premise (FTTP) business for the fourth quarter ended December 31, 2010. Xfone anticipates reporting FTTP revenue of approximately $2.

January 26, 2011 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): January 26, 2011 (January 26, 201

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): January 26, 2011 (January 26, 2011) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

December 27, 2010 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, 2

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) Commissi

December 27, 2010 EX-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.

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.

November 18, 2010 EX-3.12

Reamended and Restated Bylaws of Xfone, Inc. dated November 18, 2010.

REAMENDED AND RESTATED BYLAWS OF XFONE, INC. DATED NOVEMBER 18, 2010 A Nevada Corporation ARTICLE 1 - OFFICES 1.1 Resident Agent and Registered or Statutory Office. The current Resident Agent for Xfone, Inc. (the "Corporation") is InCorp Services, Inc. The registered or statutory office of the Corporation in the State of Nevada is currently located in Henderson. The Board of Directors of the Corpo

November 18, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

November 18, 2010 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): November 18, 2010 (November 18, 2

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): November 18, 2010 (November 18, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commissi

November 16, 2010 EX-99

XFONE Reports Strong Third Quarter Fiber Growth

FOR IMMEDIATE RELEASE XFONE Reports Strong Third Quarter Fiber Growth Lubbock, TX – November 16, 2010 – XFONE, Inc.

November 16, 2010 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 16, 2010 (November 16, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commissi

November 15, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 XFONE, INC. (Exact

October 21, 2010 EX-99.1

PRIDE Network Groundbreaking Ceremony, October 11, 2010, Burkburnett, Texas

Dear Xfone Shareholders, Customers and Friends, It’s time to roll up our sleeves and execute.

October 21, 2010 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): October 21, 2010 (October 21, 201

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): October 21, 2010 (October 21, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission

September 20, 2010 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): September 20, 2010 (September 19,

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 20, 2010 (September 19, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commis

September 20, 2010 EX-10.144

Severance Agreement entered into on September 20, 2010 between Xfone, Inc. and Guy Nissenson.

SEVERANCE AGREEMENT This Severance Agreement (“this Agreement”) is made by and between Xfone, Inc.

September 13, 2010 EX-99.1

PRIDE Network Receives Approval for $36.1 Million In Additional Funding of Projects Under the Broadband Initiative Program of the American Recovery and Reinvestment Act

FOR IMMEDIATE RELEASE PRIDE Network Receives Approval for $36.1 Million In Additional Funding of Projects Under the Broadband Initiative Program of the American Recovery and Reinvestment Act Lubbock, TX – September 13, 2010 – XFONE, Inc. (NYSE Amex and TASE: XFN) (“XFONE” or “the Company”) announced that its wholly owned subsidiary, PRIDE Network, Inc. has been approved to receive $36.1 million in

September 13, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 13, 2010 (September 13, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commis

September 1, 2010 SC 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___)* Xfone, Inc. (Na

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Xfone, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 98414Y109 (CUSIP Number) Eric S. Wagner, Esq. Kleinberg, Kaplan, Wolff & Cohe

August 31, 2010 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): August 31, 2010 (August 31, 2010)

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): August 31, 2010 (August 31, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission F

August 17, 2010 EX-99.1

XFONE Reports Strong Second Quarter Fiber Growth

FOR IMMEDIATE RELEASE XFONE Reports Strong Second Quarter Fiber Growth Lubbock, TX – August 17, 2010 – XFONE, Inc.

August 17, 2010 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): August 17, 2010 (August 17, 2010)

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): August 17, 2010 (August 17, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission F

August 16, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32521 XFONE, INC. (Exact name

August 9, 2010 424B2

Xfone, Inc. 12,756,340 Shares Common Stock

Filed Pursuant to Rule 424(b)2 Registration No. 333-168317 Xfone, Inc. 12,756,340 Shares of Common Stock We are registering 10,250,731 shares of common stock, $0.001 par value per share (the “Common Stock”) of Xfone, Inc. (referred to herein as “we,” “us,” “our,” “Xfone,” “Registrant,” or the “Company”), for resale by certain of our shareholders identified in this prospects (the “Selling Sharehold

July 29, 2010 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): July 29, 2010 (July 29, 2010) XFO

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): July 29, 2010 (July 29, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File

July 29, 2010 EX-99.1

Xfone, Inc. and Subsidiaries

Xfone, Inc. Unaudited Pro Forma Consolidated Financial Statements of Xfone, Inc. The unaudited pro forma condensed combined financial information reflecting the divestiture of Swiftnet Limited, Auracall Limited, Equitalk.co.uk Limited, Story Telecom, Inc. and Story Telecom Limited (collectively, the "Xfone UK"). is provided for informational purposes only. The pro forma information is not necessar

July 26, 2010 S-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XFONE, INC. (Exact name of registrant as specified in its charter) Nevada 11-3618510 (State or other jurisdiction

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XFONE, INC. (Exact name of registrant as specified in its charter) Nevada 11-3618510 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 5307 W. Loop 289 Lubbock, Texas 79414 806-771-5212 (Addr

July 14, 2010 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): July 14, 2010 (July 14, 2010) XFO

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): July 14, 2010 (July 14, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File

July 8, 2010 8-K

Financial Statements and Exhibits, Other Events

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): July 8, 2010 (July 8, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File No

July 8, 2010 EX-99.1

XFONE, Inc. Rating Action | July 2010

XFONE, Inc. Rating Action | July 2010 Author: Sigal Issachar, Head of Corporate [email protected] Contact: Avital Bar-Dayan - Senior VP [email protected] -1- XFONE, Inc. Series Rating Baa3 Outlook: Stable Midroog announces the removal of the Series A Bonds issued by Xfone, Inc. (hereinafter: "Xfone", the "Company") from Watchlist, and the downgrade of the rating of the bonds from Baa1 to

July 1, 2010 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): July 1, 2010 (July 1, 2010) XFONE

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): July 1, 2010 (July 1, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File No

June 30, 2010 EX-10.143

First Amendment to Consulting Agreement dated June 30, 2010 between Xfone, Inc. and Guy Nissenson

First Amendment to Consulting Agreement This First Amendment to Consulting Agreement ("First Amendment") is entered into on June 30, 2010, to be effective as of April 1, 2010 ("the Effective Date"), by and between Xfone, Inc.

June 30, 2010 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): June 30, 2010 (June 30, 2010) XFO

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): June 30, 2010 (June 30, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File

June 30, 2010 EX-10.142

Employment Agreement entered into on June 30, 2010 between Xfone, Inc. and Guy Nissenson [Free translation from Hebrew]

[Free Translation from Hebrew] Employment Agreement Entered into and signed in Israel on June 30, 2010 Between: Xfone, Inc.

June 15, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

June 1, 2010 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2010 (May 14, 2010) XFONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization

June 1, 2010 EX-10.141

Contract Entered into and signed in Israel on May 14, 2010

Contract Entered into and signed in Israel on May 14, 2010 Between: 1. Xfone Inc., Corporation Number C23688-2000 Texas, U.S.A. ("Xfone") via a signatory on behalf of the corporation, Mr. Guy Nissenson 2. Newcall Ltd., P.C. 512756917 11 Ha'avoda Street, Rosh Ha'ayin 48103, Israel ("Newcall") via the signatory on behalf of the corporation, Mr. Ilan Shoshani 3. Margo Pharma Ltd., P.C. 512821471 26 S

May 28, 2010 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)*

OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response???11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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