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 ~~April~~11, 222013 (June 5, 2013)

Teliphone Corp.

(Exact name of registrant as specified in its charter)


Nevada	000-28793	84-1491673
(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 12.01 ~~Entry into a Material Definitive Agreement~~.

OnCompletion ~~April 17, 2013, Teliphone Corp. (“Company”) executed a non-binding Letter~~ of ~~Intent~~Acquisition ~~(“LOI”)~~or ~~with~~Disposition ~~Cascade Divide Enterprises, Inc. (“CDE”) to acquire the business~~ of ~~Next Layer, Inc~~Assets.

~~The~~On ~~LOI~~June ~~contemplates~~5, ~~that~~2013, Teliphone Corp. (the "Company"), ~~will~~by ~~purchase~~its wholly-owned subsidiary, Teliphone Navigata-Westel Communication, Inc. completed the ~~business~~acquisition of all issued and outstanding common stock of Next Layer, Inc., ~~including~~a ~~its~~Canadian ~~fixed~~corporation ~~assets~~(totaling 10,000,000 ~~accounts receivable~~shares), in addition to certain assigned contracts and ~~customers.~~indebtedness ~~The~~(the ~~LOI~~"Purchased ~~specifically~~Assets") ~~excludes~~from ~~certain~~Cascade ~~assets~~Divide Enterprises, ~~including~~Inc., ~~cash~~a ~~accounts,~~Canadian 3corporation (the "Seller").5 ~~Spectrum~~As ~~and~~consideration ~~tower~~for ~~assets~~the Purchased Assets, the Company agreed to assume all liabilities and ~~certain~~obligations ~~pending~~relating ~~projects.~~to ~~The~~the ~~aggregate~~Purchased ~~purchase~~Assets, ~~price~~along ~~for~~with the ~~Next~~assumption ~~Layer~~of ~~business~~certain islimited ~~anticipated~~current toliabilities beof ~~$7.75~~the ~~million~~Seller, ~~with~~and pay the Seller consideration of US$~~200~~6,000,000, ~~due~~as follows: (i) US$200,000 at closing., ~~Prior~~(ii) toUS$100,000, ~~closing~~plus accrued interest, on the ~~Company~~last ~~and~~business ~~CDE~~day ~~will~~of ~~cooperate~~each month through May 31, 2015; (iii) US$3,500,000, plus accrued interest, on June 1, 2015. Outstanding principal will accrue compounding interest at a rate of 6.5% per annum. The deferred payment obligation is secured by, among others, a first-position general security agreement granted by Next Layer ~~customer-facing~~in ~~matters~~favour ~~with~~of the ~~mutual~~Seller, ~~goal~~a Share Pledge Agreement in favour of ~~preserving~~the Seller with respect to the ~~customer~~Purchased ~~base.~~Shares, ~~The~~and ~~transaction~~a ~~contemplated~~Share Pledge Agreement granted by ~~the~~Fiducie ~~LOI~~Residence isJaam ~~anticipated~~in tofavour ~~close~~of onthe orSeller ~~about~~in ~~April~~respect 30of 39,000,000 ~~2013~~Common Shares in the capital of the Company.

The ~~foregoing~~Share ~~description~~Purchase ~~of the~~ Agreement ~~does~~for ~~not purport to be complete and is qualified in its entirety by reference to~~ the ~~Agreement,~~transaction ~~which~~ is ~~listed~~filed as ~~Exhibit~~exhibit 102.1 to this Current Report on Form 8-K and incorporated herein by reference. The ~~transaction~~brief ~~described~~summary inof the ~~LOI~~material isprovisions ~~subject~~of tothe ~~completion~~Share ofPurchase ~~due~~Agreement ~~diligence,~~set ~~negotiation~~forth ~~and~~above ~~drafting~~is ofqualified ~~final~~in ~~transaction~~its ~~documents,~~entirety ~~and~~by ~~the~~reference ~~satisfaction~~to ofthe ~~all~~Share ~~closing~~Purchase ~~conditions~~Agreement.

Item 8.01 ~~Other Events~~.

OnOther April 17, 2013, the Company issued a press release with respect to the transaction described in Item 1.01. A copy of the press release is listed as Exhibit 99.1 of this Current Report on Form 8-K and incorporated herein by reference. Events

On June 5, 2013, Teliphone Corp. issued a press release with respect to the transaction described in Item 92.01 ~~Financial~~, ~~Statements~~titled ~~and~~“Teliphone ~~Exhibits~~Navigata-Westel Communication Inc. Acquires Next Layer Inc.”, a copy of which is attached as exhibit 99.1 to this Current Report of Form 8-K.

~~d) Exhibits~~Item 9. 01.

~~10.1 Letter~~Financial ofStatements ~~Intent, dated April 17, 2013, between Cascade Divide Enterprises, Inc.~~ and ~~Teliphone Corp~~Exhibits.

~~99.1 Press~~(a) ~~Release~~Financial ofStatements ~~Teliphone~~required ~~Corp~~to be filed under this item will be furnished by amendment to this Form 8-K within the time prescribed by law., ~~dated~~(b) ~~April~~Not ~~17,~~Applicable ~~2013~~(c) Not Applicable (d) Exhibits. The following exhibit is being filed herewith:

~~SIGNATURES~~2.1

~~Pursuant~~Share toPurchase ~~the~~Agreement, ~~requirements~~dated as of ~~the~~May ~~Securities~~31, ~~Exchange Act of 1934~~2013, ~~the~~by ~~registrant~~and ~~has~~among ~~duly~~Cascade ~~caused~~Divide ~~this~~Enterprises, ~~report~~Inc., toCommunication beTeliphone ~~signed~~Navigata-Westel, onInc. ~~its~~/ ~~behalf~~Teliphone byNavigata-Westel ~~the~~Communication, ~~undersigned~~Inc., ~~hereunto~~and ~~duly~~Next ~~authorized.~~Layer, Inc.

~~Date: April 22, 2013~~99.1

~~Teliphone~~Text ~~Corp.~~of aPress ~~Nevada~~Release ~~corporation~~of ~~By:~~Teliphone ~~/s/~~Corp., ~~Benoit~~dated ~~Laliberte~~June ~~Name: Benoit Laliberte Title: Chief Executive Officer~~5, ~~Chief Financial Officer and President~~2013.

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: June 11, 2013



Teliphone Corp. a Nevada corporation

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

QB\11535505.1

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