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
December
29, 2006 (December 21, 2006)
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of registrant 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 Ave., Suite 1100
Santa
Monica, CA 90401
(Address
of principal executive offices, including zip code)
Registrant'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 registrant 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))
ITEM
4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT
REPORT OR COMPILED INTERIM REVIEW.
As
previously disclosed, on July 19, 2006, Innofone.com, Incorporated (the
“Company”) filed a registration statement on Form SB-2 (the “Registration
Statement”) covering the resale of its shares of common stock for certain
selling securityholders as named therein. The Registration Statement is
currently under review by the Securities and Exchange Commission (the “SEC”).
The Company is engaged in the process of responding to the SEC’s comments and as
a result made certain modifications to the financial statements contained in
the
Registration Statement. These financial statements are contained in Amendment
No. 3 to the Company’s Registration Statement filed with the SEC on December 8,
2006. The SEC has not yet made a final determination whether those modifications
are appropriate or require further modification. The Company recognizes that
it
will ultimately have to restate its financial statements and accordingly is
hereby notifying the public that certain previously issued financial statements
should no longer be relied upon and that the Company will likely have to amend
such financial statements in the Registration Statement, Form 10-KSB for the
year ended June 30, 2006 and Form 10-QSB for the quarter ended September 30,
2006 to restate such financial statements as a result of the SEC’s review.
Specifically,
the modifications to date have related to the accounting treatment of certain
financing transactions primarily the equity swap transaction between the Company
and Cogent Capital Investments, LLC and with respect to the issuance of certain
warrants to the AJW affiliates in the NIR transaction.
The
Company has been coordinating with its independent auditors to address these
matters, however, the Company has not yet received approval from the SEC on
proposed amendments to its financial statements and accordingly the Company
can
not yet determine when it will be in a position to file its restated
financial statements or what additional modifications will be
required.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant 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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INNOFONE.COM,
INCORPORATED
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By:
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/s/
Alex
Lightman
Chief
Executive Officer and President
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December
29, 2006