Unassociated Document
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
July
18, 2007
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of Company as specified in its charter)
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Nevada
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0-31949
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98-0202313
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(State
or other jurisdiction of
incorporation)
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(Commission
File No.)
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(IRS
Employer Identification
No.)
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1431
Ocean Avenue, Suite 1100
Santa
Monica, CA 90401
(Address
of principal executive offices, including zip code)
Company's
telephone number, including area code:
(310) 458-3233
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the Company under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Form 8-K and other reports filed by the Company from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain forward
looking statements and information that are based upon beliefs of, and
information currently available to, the Company’s management as well as
estimates and assumptions made by the Company’s management. When used in the
Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Company or the Company’s management identify forward looking
statements. Such statements reflect the current view of the Company with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to the Company’s industry, operations and results of operations
and any businesses that may be acquired by the Company. Should one or more
of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned. Risk factors, cautionary
statements and other conditions which could cause the Company's actual results
to differ from management's current expectations are contained in the Company's
filings with the Securities and Exchange Commission. The Company undertakes
no
obligation to update any forward-looking statement to reflect events or
circumstances that may arise after the date of this filing.
Item
1.01 Entry
into Material Definitive Agreement.
On
July
12, 2007, Innofone.com, Incorporated (the “Company”) entered into a Partial
Settlement Agreement and Release (“Partial Settlement Agreement”) with Lakewood
Group, LLC (“Lakewood”) to partially resolve all claims asserted and all claims
that could be asserted by Lakewood in certain litigation captioned Lakewood
Group, LLC v. Innofone.com, Incorporated,
No.
2007-CA-007994-NC (the “Litigation”) in the Circuit Court of the Twelfth
Judicial Circuit in and for Sarasota County, Florida (the “Court”). The
Litigation alleged the Company’s non-payment on June 25, 2007 under the terms of
a promissory note issued by the Company to Lakewood dated January 16, 2007
for
the principal amount of One Million Dollars ($1,000,000) (the “Note”). The Note
and related transaction documents were disclosed in the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on January 17,
2007.
Under
the
terms of the Partial Settlement Agreement, Lakewood agreed to reduce the
obligation under the Note by One Hundred Thousand Dollars ($100,000) in exchange
for One Million (1,000,000) shares of the Company’s common stock (“Settlement
Shares”). The $100,000 reduction shall first be applied to interest through July
13, 2007 and the note holder’s attorneys’ fees, then to the Note’s principal. In
the event that the proceeds from the sale(s) of the Settlement Shares are
greater than One Hundred Thousand Dollars ($100,000), the Note shall be reduced
by the amount of such excess. Lakewood also agreed to refrain from declaring
a
default for forty-five (45) days from the date of the Partial Settlement
Agreement, provided that the Settlement Shares are timely delivered within
five
(5) days of the Order (defined below) and, further, provided that no other
event
of default under the Note occurs but for the Company’s non-payment on June 25,
2007.
The
Partial Settlement Agreement shall not serve to release any other obligation
under the Note or related transaction documents.
On
July
13, 2007, the Court entered an order granting approval of the Partial Settlement
Agreement (“Order”) after holding a hearing as to the fairness of the terms and
conditions of the Partial Settlement Agreement.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
| Exh. No. |
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Description |
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| 10.1 |
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Partial Settlement Agreement between
Lakewood
Group, LLC and Innofone.com, Incorporated, dated July 12,
2007. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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Date:
July 18, 2007
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INNOFONE.COM,
INCORPORATED
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By:
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/s/
Alex
Lightman
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Alex
Lightman
Chief
Executive Officer and President
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