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~~ 11April 22, ~~2012~~2013

Teliphone Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-28793	84-1491673
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1555 Alberni Street, Vancouver, BC, Canada	V6G 1A5
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (514) 313-6010

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.01. Entry ~~Completion~~into ofa ~~Acquisition~~Material orDefinitive ~~Disposition of Assets~~Agreement.

On ~~December~~April 1117, ~~2012~~2013, Teliphone Corp. (~~the "~~“Company"”) ~~completed~~executed ~~the~~a ~~acquisition~~non-binding ofLetter ~~the core assets and network (the "Navigata Acquired Businesses")~~ of ~~Navigata~~Intent ~~Communications 2009 Inc.~~ (~~the "Seller"~~“LOI”). ~~The~~with ~~acquisition~~Cascade ~~was~~Divide ~~effected pursuant to a two-step process involving a Purchase Agreement~~Enterprises, ~~dated as of November 30, 2012, among 9191-4200 Quebec~~ Inc., ~~a corporation incorporated under the laws of the Province of Quebec, Canada~~ (~~"Quebec"~~“CDE”), ~~the~~to ~~Seller~~acquire ~~and certain affiliates of Quebec (~~the ~~"Asset~~business ~~Purchase Agreement"); and a Share Exchange Agreement, dated as~~ of ~~December~~Next 11Layer, ~~2012, by and between the Company and Fiducie Residence JAAM, a family trust registered in the Province of Quebec, Canada ("JAAM")~~Inc.

OnThe ~~November~~LOI ~~30,~~contemplates ~~2012,~~that ~~pursuant to~~ the ~~Asset~~Company ~~Purchase~~will ~~Agreement,~~purchase ~~Quebec acquired from Seller selected assets related to~~ the business of ~~providing~~Next ~~telecommunications~~Layer, ~~services~~Inc., including ~~voice,~~its ~~data~~fixed ~~and~~assets, ~~internet~~accounts ~~services~~receivable, ~~to service providers~~ and ~~end~~customers. ~~users,~~The ~~using~~LOI ~~its~~specifically ~~national~~excludes ~~MPLS-enabled~~certain ~~data backbone~~assets, ~~microwave~~including ~~backhaul~~cash ~~network~~accounts, in3.5 ~~British~~Spectrum ~~Columbia,~~ and ~~carrier~~tower ~~points of interconnection in Vancouver~~assets, ~~Toronto, Seattle, LA,~~ and ~~New~~certain ~~York~~pending ~~(the "Asset Purchase")~~projects. As ~~consideration~~The ~~for the Asset Purchase, Quebec paid an~~ aggregate ~~consideration~~purchase ofprice ~~US$6,440,000,~~for ~~along with~~ the ~~assumption~~Next ofLayer ~~certain~~business ~~limited~~is ~~current~~anticipated ~~liabilities~~to ofbe ~~the~~$7.75 ~~Seller~~million, aswith ~~follows: (i) US~~$~~500~~200,000 ~~paid~~due ~~in cash by wire transfer~~ at closing. ofPrior ~~the Asset Purchase; (ii) $940,000~~ to ~~be paid in cash by certified check~~closing, ~~wire~~the ~~transfer~~Company orand ~~other~~CDE ~~immediately~~will ~~available~~cooperate ~~funds~~ on ~~December~~Next ~~14,~~Layer ~~2012;~~customer-facing ~~and~~matters ~~(iii)~~with athe ~~total~~mutual goal of ~~US$5,000,000~~preserving tothe becustomer ~~paid~~base. inThe ~~cash~~transaction incontemplated ~~five~~by ~~separate,~~the ~~equal~~LOI ~~installments~~is ofanticipated ~~US$1,000,000~~to ~~each~~close ~~due~~ on ~~December~~or 15about ofApril ~~each of 2013~~30, ~~2014, 2015, 2016 and 2017 (the "Deferred Consideration")~~2013. ~~Interest will accrue on the Deferred Consideration at a rate of 6.5% per annum.~~

OnThe ~~December~~foregoing ~~11,~~description ~~2012,~~of the ~~Company~~Agreement ~~completed~~does ~~the~~not ~~acquisition~~purport ~~from~~to ~~JAMM~~be ofcomplete ~~100%~~and ofis ~~the~~qualified ~~outstanding~~in ~~stock~~its ofentirety ~~Quebec~~by (reference to the ~~"Stock~~Agreement, ~~Acquisition"). The~~which ~~Stock~~is ~~Acquisition~~listed ~~was~~as ~~effected~~Exhibit ~~pursuant~~10.1 to athis ~~Share~~Current ~~Exchange~~Report ~~Agreement~~on inForm ~~which~~8-K ~~the~~and ~~Company~~incorporated ~~acquired~~herein ~~all~~by ofreference. ~~Quebec’s~~The ~~outstanding~~transaction ~~shares~~described in ~~exchange~~the ~~for~~LOI ~~tendering~~is ~~61,500,00~~subject ~~shares~~to completion of ~~the~~due ~~Company~~diligence, ~~valued~~negotiation atand ~~US$13~~drafting of final transaction documents,~~530,000,~~ toand ~~JAMM. Quebec~~the ~~was~~satisfaction ~~subsequently~~of ~~re-named~~all ~~Teliphone~~closing ~~Navigata-Westel~~conditions.

~~As of December 11, 2012, after completion of the Stock Acquisition, approximately 30~~Item 8.4%01 Other of the Company’s outstanding stock was held by 3874958 Canada Inc., a company owned by Fiducie Familiale MAA, a family trust whose beneficial owner is Anne Marie Poudrier. Ms. Poudrier is a co-trustee of JAMM, along with Lawry Trevor-Deutsch, the former Chief Executive Officer, Chief Financial Officer and President of the Company. Following completion of the Stock Acquisition, Ms. Poudrier is, in total, beneficial owner of approximately 85% of the Company’s outstanding stock.Events

~~The~~On ~~Purchase~~April ~~Agreement~~17, ~~and~~2013, ~~Share~~the ~~Exchange~~Company ~~Agreement~~issued ~~are~~a ~~filed~~press asrelease ~~exhibits~~with respect to ~~this~~the ~~Current~~transaction ~~Report~~described onin ~~Form~~Item ~~8-K and are incorporated herein by reference~~1.01. ~~The~~A ~~brief~~copy ~~summary~~ of the ~~material~~press ~~provisions~~release ofis ~~each~~listed ofas ~~the~~Exhibit ~~Purchase~~99.1 ~~Agreement~~of ~~and~~this ~~Share~~Current ~~Exchange~~Report ~~Agreement~~on ~~set~~Form ~~forth~~8-K ~~above~~and ~~are~~incorporated ~~qualified~~herein ~~in their entirety~~ by reference ~~to each of the Purchase Agreement and Share Exchange Agreement filed as exhibits hereto~~.

Item 59.0201 Financial ~~Departure~~Statements ofand ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

On December 4, 2012, Lawry Trevor-Deutsch resigned as the Company’s Chief Executive Officer, Chief Financial Officer, and President, and the board of directors appointed Benoit Laliberte to fill the positions of Chief Executive Officer, Chief Financial Officer and Presidentd) Exhibits. ~~There was no known disagreement with Mr. Trevor-Deutsch on any matter relating to the Company’s operations, policies or practices.~~

~~On December 4, 2012, the board of directors appointed Ms~~10.1 Letter ~~Anne Marie Poudrier to serve as the sole member~~ of ~~the~~Intent, ~~Company’s~~dated ~~board~~April of17, ~~directors~~2013, ~~until~~between ~~the~~Cascade ~~next~~Divide ~~annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws. Ms. Poudrier is the common law spouse of Mr. Laliberte~~Enterprises, ~~the Company’s Chief Executive Officer and President~~Inc. ~~There~~ ~~are no other family relationships between Ms. Poudrier~~ and ~~any~~Teliphone ~~other of the Company’s directors~~Corp.

~~On December 4, 2012, following the appointment of Ms~~99.1 Press ~~Poudrier~~Release ~~as a member~~ of ~~the Company’s board of directors, Mr. Trevor-Deutsch resigned as a member of the board of directors of~~ Teliphone Corp., ~~There~~dated ~~was~~April ~~no known disagreement with Mr. Trevor-Deutsch on any matter relating to the Company's operations~~17, ~~policies or practices~~2013.

Ms. Poudrier has not had any material direct or indirect interest in any of our transactions since the beginning of the Company’s last fiscal year or in any currently proposed transaction, other than as follows: Ms. Poudrier, along with Mr. Trevor-Deutsch, is co-trustee of JAAM. As described in Item 2.01 above, on December 4, 2012, JAAM sold its 100% interest in 9191-4200 Quebec Inc. to the Company for 61,500,00 shares of the Company, valued at US$13,530,000. As described in Item 2.01 above, following the Stock Acquisition Ms. Poudrier is also beneficial owner of approximately 85% of the Company’s outstanding shares. Ms. Poudrier has been the sole Director of Teliphone Corp. and Teliphone Navigata-Westel Inc. since December, 2012. She is also President and CEO of Centre Equestre Equi-Folie Inc. Ms. Poudrier currently holds no other public company directorships and has not held any others during the previous five years. The Company believes that Ms. Poudrier’s entrepreneurial, financial and business expertise and experience with micro-cap public companies provides her the qualifications and skills to serve as a Director of the Company.

Mr. Laliberte has not had any material direct or indirect interest in any of our transactions since the beginning of the Company’s last fiscal year or in any currently proposed transaction, other than as follows: Mr. Laliberte is Ms. Poudrier’s common law spouse and Mr. Laliberte may be indirectly interested in the transactions entered into by Ms. Poudrier, as described above. Mr. Laliberte is the President, CEO, CFO and CTO of Teliphone Corp. and Teliphone Navigata Westel Inc. since December 2012. From 2004 to the present he has been CTO of Teliphone Corp.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements required to be filed under this item will be furnished by amendment to this Form 8-K within the time prescribed by law. (b) Not Applicable (c) Not Applicable (d) Exhibits. The following exhibit is being filed herewith:

2.1 Asset Purchase Agreement, dated as of November 30, 2012, by and among 9191-4200 Quebec Inc., Navigata Communications 2009, Inc., Benoit Lalibertee, Fiducie Residence JAAM, 0865944 B.C. Ltd., and Navigata Communications Ltd.

2.2 Share Exchange Agreement, dated as of December 11, 2012, by and between Teliphone Corp. and Fiducie Residence JAAM.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~ 14April 22, ~~2012~~2013

	Teliphone Corp.
	a Nevada corporation

	By:	/s/ Benoit Laliberte
	Name:	Benoit Laliberte
	Title:	Chief Executive Officer, Chief Financial
		Officer and President

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