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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. __)*
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XFONE, INC.
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(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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98414Y109
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September 20, 2011
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d–1(b)
[X] Rule 13d–1(c)
[ ] Rule 13d–1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 98414Y109
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13G
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Leslie J. Schreyer, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
52-6435625
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(see instructions) (b)
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3
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
1,500,000
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
-0-
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
1,500,000
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*This calculation is rounded to the nearest tenth and is based upon 21,119,488 shares of common stock outstanding as of August 12, 2011 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011.
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CUSIP No. 98414Y109
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13G
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Page 3of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Robert Averick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(see instructions) (b)
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3
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
-0-
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
99,117
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
-0-
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
99,117
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,117
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*This calculation is rounded to the nearest tenth and is based upon 21,119,488 shares of common stock outstanding as of August 12, 2011 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011.
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CUSIP No. 98414Y109
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13G
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Page 4 of 12 Pages
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Item 1(a)
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Name of Issuer:
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Xfone, Inc., a Nevada corporation (“Xfone” or the “Issuer”).
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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5307 W. Loop 289
Lubbock, Texas 79414
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Item 2(a)
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Names of Persons Filing:
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The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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1.
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Leslie J. Schreyer, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler (the “Trust”); and
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2. Robert Averick.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The address of the Trust is:
c/o Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: Leslie J. Schreyer
The address of Robert Averick is:
c/o Troy Capital, LLC
201 Tresser Boulevard
Stamford, Connecticut 06901
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1.
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The Trust is a trust governed by the laws of the State of Connecticut.
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2. Robert Averick is a citizen of the United States of America.
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Item 2(d)
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Title of Class of Securities:
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Common stock, par value $0.001 per share (“Common Stock”).
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CUSIP No. 98414Y109
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13G
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Page 5 of 12 Pages
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98414Y109
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
The percentages used herein are calculated based upon 21,119,488 shares of common stock outstanding as of August 12, 2011, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011.
As of September 20, 2011:
1. Leslie J. Schreyer, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
(a) Amount Beneficially Owned:
1,500,000*
(b) Percent of Class:
7.1%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
1,500,000
(ii) Shared power to vote or direct the vote:
-0-
(iii) Sole power to dispose or direct the disposition:
1,500,000
(iv) Shared power to dispose or direct the disposition:
-0-
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*
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Represents shares held in the Trust, for which Leslie J. Schreyer serves as sole Trustee. Leslie J. Schreyer has no pecuniary interest in the shares held by the Trust.
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CUSIP No. 98414Y109
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13G
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Page 6 of 12 Pages
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(a) Amount Beneficially Owned:
99,117**
(b) Percent of Class:
0.5%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
99,117
(iii) Sole power to dispose or direct the disposition:
-0-
(iv) Shared power to dispose or direct the disposition:
99,117
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
** Represents shares held by Robert Averick jointly with his wife, Mickel Averick, for which Robert and Mickel share voting and dispositive power. Robert Averick is employed by Troy Capital, LLC, which acts as non-discretionary investment adviser to the Trust with respect to the shares of the Issuer beneficially owned by the Trust. Neither Robert Averick nor Troy Capital, LLC has voting or dispositive control with respect to the shares of the Issuer beneficially owned by the Trust.
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CUSIP No. 98414Y109
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13G
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Page 7 of 12 Pages
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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Not applicable.
Each of the Reporting Persons makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 98414Y109
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13G
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Page 8 of 12 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 30, 2011
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/s/ Frank S. Vellucci
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Frank S. Vellucci
Attorney-in-Fact for Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
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/s/ Robert Averick
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Robert Averick
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CUSIP No. 98414Y109
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13G
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Page 9 of 12 Pages
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Exhibit Index
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Page No.
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A.
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Joint Filing Agreement, dated as of September 30, 2011, by and among Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler, and Robert Averick.
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10
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B.
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Power of Attorney, dated as of September 28, 2011, granted by Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
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in favor of Anthony M. Roncalli and Frank S. Vellucci
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11
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CUSIP No. 98414Y109
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13G
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Page 10 of 12 Pages
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Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: September 30, 2011
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/s/ Frank S. Vellucci
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Frank S. Vellucci
Attorney-in-Fact for Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
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/s/ Robert Averick
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Robert Averick
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CUSIP No. 98414Y109
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13G
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Page 11 of 12 Pages
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Exhibit B
Power of Attorney
The undersigned, as a Section 13(d) reporting person and potential Section 16 reporting person of Xfone, Inc. (the "Company") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby constitutes and appoints Anthony M. Roncalli and Frank S. Vellucci as the undersigned's true and lawful attorney-in-fact to:
1. Complete and execute Forms 3, 4, 5, and 144, Schedules 13D and 13G and Form ID (Uniform Application for Access Codes to File on EDGAR) and other forms and all amendments thereto as such attorney-in-fact shall in his discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company;
2. Do and perform any and all acts for and on the behalf of the undersigned which may be necessary or desirable in order to complete and execute any such form, complete and execute any amendments thereto, and timely file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate; and
3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Sections 16 and 13(d) of the Exchange Act.
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CUSIP No. 98414Y109
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13G
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Page 12 of 12 Pages
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This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 or 144 or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of September 28, 2011.
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/s/ Leslie J. Schreyer
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Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
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