<HTML>
<HEAD>
<TITLE>Form S-8 Xfone, Inc.</TITLE>
</HEAD>
<BODY>
<PRE>
United States Securities And Exchange Commission
Washington, D.C. 20549


                                    <B>FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933


                                   Xfone, Inc.</B>
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                                            Applied For
 (State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification Number)

         960 High Road, London, United Kingdom         N12 9RY
        (Address of principal executive offices)     (Zip code)
Registrant's telephone number, including area code: 011.22.2084469494

           Brenda Lee Hamilton, Esq., Hamilton, Lehrer &amp; Dargan, P.A.
                      555 South Federal Highway, Suite 270
                            Boca Raton, Florida 33432
                                  (561)416-8956
            (Name, address and telephone number of Agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                              Proposed            Proposed
Securities            Amount           Maximum             Maximum        Amount
to be                  to be       Offering Price         Aggregate         of
Registered         Registered (1)     per Share (2)      Offering Price    Fee
--------------------------------------------------------------------------------
Common Stock,
$0.001 par value:

Brenda Hamilton      30,000             $3.50             $105,000       $25.10
Beadros Asare         3,500             $3.50             $ 12,250       $ 2.93
TOTAL                33,500                               $117,250       $28.03
--------------------------------------------------------------------------------
1. Represents shares issuable pursuant to agreement(s) for services rendered or
to be rendered.
2. The prices hereof may change prior to the effective date of the Registration
Statement; therefore, such prices are estimated solely for the purposes of
computing the registration fee pursuant to Rule 457(a).
3. Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended
solely for the purpose of calculating the registration fee. The proposed
offering price per share upon which the proposed aggregate offering price per
share and registration fee are based, has been arbitrarily determined by
management and does not bear any relationship to our assets, results of
operations, or book value, or to any other generally accepted criteria of
valuation. Prior to this offering, there has been no market for our securities.




                                     <B>PART I</B>
<B>Item 1.  Plan Information.</B>
Not applicable.

<B>Item 2.  Registrant Information and Employee Plan Annual Information.</B>
Not applicable.

                                     <B>PART II</B>

<B>Item 3.  Incorporation of Documents by Reference.</B>

The Registrant incorporates the following documents by reference in this
Registration Statement:

(a) The Registrant's Form SB-2, which became effective on December 28, 2001;

(b) The Registrant's Articles of Incorporation and Amendments thereto, and the
Registrant's Bylaws filed as exhibits to the Registrant's Form SB-2;

(c) All other documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to this
Registration Statement that registers securities covered hereunder that remain
unsold.

<B>Item 4.  Description of Securities.</B>
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 25,000,000 shares of common stock, $.001 par value
and 50,000,000 shares of preferred stock $0.001 par value. As of January 4,
2002, the Company had 5,000,000 shares of common stock outstanding and 0 shares
of preferred stock outstanding.

Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders. Shares of Common Stock
do not carry cumulative voting rights and therefore, holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any members to the board of directors. The Company's board of directors has
authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which
would dilute the book value of the Common Stock.

Shareholders of the Company have no preemptive rights to acquire additional
shares of Common Stock. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to share equally in corporate
assets after the satisfaction of all liabilities. Holders of Common Stock are
entitled to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of dividends. During
the last two fiscal years the Company has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable
future.

<B>Item 5.  Interests of Named Experts and Counsel.</B>
The Law Office of Hamilton, Lehrer &amp; Dargan, P.A., has rendered legal services
and prepared Form S-8. Hamilton, Lehrer &amp; Dargan, P.A. holds 85,000 shares of
common stock, including the shares being registered on this S-8, and associates
of the firm hold an additional 50,000 shares of common stock. Such office is
located at 555 South Federal Highway, Suite 270, Boca Raton, Florida 33432.

<B>Item 6.  Indemnification of Officers and Directors.</B>
Our Bylaws provide that we shall indemnify our officer or directors against
expenses incurred in connection with the defense of any action in which they are
made parties by reason of being our officers or directors except in relation to
matters as to which such director or officer shall be adjudged in such action to
be liable for negligence or misconduct in the performance of his duty. One of
our officers or directors could take the position that this duty on our behalf
to indemnify the director or officer may include the duty to indemnify the
officer or director for the violation of securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to our Articles of Incorporation, Bylaws, Texas law or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by one of our directors, officers or controlling persons and the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Indemnification of Officers or persons controlling the corporation for
liabilities arising under the Securities Act of 1933, as amended, is held to be
against public policy by the Securities and Exchange Commission and therefore,
unenforceable.

<B>Item 7.  Exemption from Registration Claimed.</B>
Not Applicable.


<B>Item 8.  Exhibits</B>

Exhibit           Description
 5.0     Opinion of Hamilton, Lehrer &amp; Dargan, P.A.
10.1     Agreement between the Company and Hamilton, Lehrer &amp; Dargan P.A.
10.2     Agreement between the Company and Beadros Asare
23.2     Consent of Chaifetz &amp; Schrieber, P.C.

<B>Item 9.  Undertakings.</B>

A. The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the after
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final adjudication of
such issue.


                                   <B>SIGNATURES</B>

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Registration Statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of _______, ________
(country) by:

 (Registrant)

By:  /s/ Guy Nissenson, January 8, 2002
---------------------------------------
Guy Nissenson, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


By:  /s/ Guy Nissenson, January 8, 2002
---------------------------------------
Guy Nissenson -Director


By:  /s/ Abraham Keinan, January 8, 2002
----------------------------------------
Abraham Keinan -Director




</PRE>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "xfones8.htm", "secsgml_size_bytes": 12288}]
{"company-data": {"conformed-name": "XFONE INC", "cik": "0001126216", "assigned-sic": "7389", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76566", "film-number": "2507253"}, "business-address": {"street1": "960 HIGH ROAD", "city": "LONDON UNITED KINGDOM", "state": "X0", "zip": "N12 9RY", "phone": "442084469494"}, "mail-address": {"street1": "960 HIGH ROAD", "city": "UNITED KINDGDOM", "state": "X0", "zip": "N12 9RY"}}
Form S-8 Xfone, Inc.
United States Securities And Exchange Commission
Washington, D.C. 20549
FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                                   Xfone, Inc.
(Exact Name of Registrant as Specified in its Charter)

           Nevada                                            Applied For
 (State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification Number)

         960 High Road, London, United Kingdom         N12 9RY
        (Address of principal executive offices)     (Zip code)
Registrant's telephone number, including area code: 011.22.2084469494

           Brenda Lee Hamilton, Esq., Hamilton, Lehrer & Dargan, P.A.
                      555 South Federal Highway, Suite 270
                            Boca Raton, Florida 33432
                                  (561)416-8956
            (Name, address and telephone number of Agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                              Proposed            Proposed
Securities            Amount           Maximum             Maximum        Amount
to be                  to be       Offering Price         Aggregate         of
Registered         Registered (1)     per Share (2)      Offering Price    Fee
--------------------------------------------------------------------------------
Common Stock,
$0.001 par value:

Brenda Hamilton      30,000             $3.50             $105,000       $25.10
Beadros Asare         3,500             $3.50             $ 12,250       $ 2.93
TOTAL                33,500                               $117,250       $28.03
--------------------------------------------------------------------------------
1. Represents shares issuable pursuant to agreement(s) for services rendered or
to be rendered.
2. The prices hereof may change prior to the effective date of the Registration
Statement; therefore, such prices are estimated solely for the purposes of
computing the registration fee pursuant to Rule 457(a).
3. Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended
solely for the purpose of calculating the registration fee. The proposed
offering price per share upon which the proposed aggregate offering price per
share and registration fee are based, has been arbitrarily determined by
management and does not bear any relationship to our assets, results of
operations, or book value, or to any other generally accepted criteria of
valuation. Prior to this offering, there has been no market for our securities.
PART I
Item 1.  Plan Information.
Not applicable.
Item 2.  Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
Item 3.  Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in this
Registration Statement:

(a) The Registrant's Form SB-2, which became effective on December 28, 2001;

(b) The Registrant's Articles of Incorporation and Amendments thereto, and the
Registrant's Bylaws filed as exhibits to the Registrant's Form SB-2;

(c) All other documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to this
Registration Statement that registers securities covered hereunder that remain
unsold.
Item 4.  Description of Securities.
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 25,000,000 shares of common stock, $.001 par value
and 50,000,000 shares of preferred stock $0.001 par value. As of January 4,
2002, the Company had 5,000,000 shares of common stock outstanding and 0 shares
of preferred stock outstanding.

Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders. Shares of Common Stock
do not carry cumulative voting rights and therefore, holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any members to the board of directors. The Company's board of directors has
authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which
would dilute the book value of the Common Stock.

Shareholders of the Company have no preemptive rights to acquire additional
shares of Common Stock. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to share equally in corporate
assets after the satisfaction of all liabilities. Holders of Common Stock are
entitled to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of dividends. During
the last two fiscal years the Company has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable
future.
Item 5.  Interests of Named Experts and Counsel.
The Law Office of Hamilton, Lehrer & Dargan, P.A., has rendered legal services
and prepared Form S-8. Hamilton, Lehrer & Dargan, P.A. holds 85,000 shares of
common stock, including the shares being registered on this S-8, and associates
of the firm hold an additional 50,000 shares of common stock. Such office is
located at 555 South Federal Highway, Suite 270, Boca Raton, Florida 33432.
Item 6.  Indemnification of Officers and Directors.
Our Bylaws provide that we shall indemnify our officer or directors against
expenses incurred in connection with the defense of any action in which they are
made parties by reason of being our officers or directors except in relation to
matters as to which such director or officer shall be adjudged in such action to
be liable for negligence or misconduct in the performance of his duty. One of
our officers or directors could take the position that this duty on our behalf
to indemnify the director or officer may include the duty to indemnify the
officer or director for the violation of securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to our Articles of Incorporation, Bylaws, Texas law or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by one of our directors, officers or controlling persons and the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Indemnification of Officers or persons controlling the corporation for
liabilities arising under the Securities Act of 1933, as amended, is held to be
against public policy by the Securities and Exchange Commission and therefore,
unenforceable.
Item 7.  Exemption from Registration Claimed.
Not Applicable.
Item 8.  Exhibits
Exhibit           Description
 5.0     Opinion of Hamilton, Lehrer & Dargan, P.A.
10.1     Agreement between the Company and Hamilton, Lehrer & Dargan P.A.
10.2     Agreement between the Company and Beadros Asare
23.2     Consent of Chaifetz & Schrieber, P.C.
Item 9.  Undertakings.
A. The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the after
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Registration Statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of _______, ________
(country) by:

 (Registrant)

By:  /s/ Guy Nissenson, January 8, 2002
---------------------------------------
Guy Nissenson, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

By:  /s/ Guy Nissenson, January 8, 2002
---------------------------------------
Guy Nissenson -Director

By:  /s/ Abraham Keinan, January 8, 2002
----------------------------------------
Abraham Keinan -Director