FORM 10-QSB/A
                                (Amendment No. 2)



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended December 31, 2004

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________________ to _____________________


                         Commission File Number 0-31949


                           INNOFONE.COM, Incorporated
                           --------------------------
             (Exact name of registrant as specified in its charter)



            Nevada                                                98-0202313
--------------------------------                              ------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


1431 Ocean Avenue, Suite 1100, Santa Monica, CA                      90401
-------------------------------------------------             ------------------
(Address of principal executive office)                          (Zip Code)

                                 (310) 458-3233
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes   X   No
                                         -----   -----

The number of shares outstanding of each of Issuer's classes of common equity as
of December 31, 2004.

     Common Stock at Par Value $0.001                        17,361,484
     --------------------------------               -----------------------
              Title of Class                             Number of Shares

Transitional Small Business Disclosure Format   yes       no  X
                                                   -----    -----




                               INNOFONE.COM, INC.

                                      Index
                                      -----

                                                                         Page
                                                                        ------
                                     Part I


Item 1.    Financial Statements

           Condensed Balance Sheet.................................        4

           Condensed Statements of Operations......................        5

           Statements of Shareholders' Deficiency..................        6

           Statement of Changes in Financial Position..............        7

           Notes to Condensed Financial Statements.................        8

Item 2.    Management's Discussion and Analysis or Plan of
            Operation..............................................       11


                                     Part II

Items 1-6. Other Information.......................................       13

           Signatures..............................................       15



      On February 18, 2005, Innofone.com, Incorporated (the "Company") filed its
Quarterly Report on Form 10-QSB for its quarter ended December 31, 2004 (the
"Form 10-QSB"). On January 24, 2006, the Company filed Amendment No. 2 to Form
10-QSB/A to reflect revisions to the certifications and to reflect the recent
resignation of the Company's Chief Financial Officer. Disclosure pertaining to
the resignation of the Chief Financial Officer has been previously filed on
Current Report Form 8-K filed on January 23, 2006. The Company is filing this
Amendment No. 2 on Form 10-QSB/A to reflect additional revisions to the
certifications and to include the full quarterly report in this Amendment as was
previously filed on February 18, 2005.


      This Amendment does not reflect events occurring after the filing of the
original 10-QSB and other than making the adjustments stated, does not modify or
update the disclosures in the original 10-QSB in any way.



                                        2





















                      (Stated in United States dollars)

                      I N N O F O N E . C O M ,
                      I N C O R P O R A T E D




                      For the quarter ended December 31, 2004
                      (Unaudited)































                                        3









INNOFONE.COM, INCORPORATED
Condensed Balance Sheet
(Stated in United States dollars)

December 31, 2004 with comparative figures as at December 31, 2003

=====================================================================================
                                                December 31, 2004   December 31, 2003
-------------------------------------------------------------------------------------
                                                      (unaudited)         (unaudited)
Assets
------

                                                               
Current assets:                                  $             0     $             0
     --------------------------------------------------------------------------------
                                                                                   0

Investment in 908651 Alberta Ltd.                              0             210,000
-------------------------------------------------------------------------------------
                                                 $                   $       210,000
=====================================================================================

Liabilities and Shareholders' Deficiency
-----------------------------------------

Current liabilities:
     Accounts payable and accrued liabilities    $             0     $       316,572
     --------------------------------------------------------------------------------
                                                                             316,572

Shareholders' deficiency:
     Share capital:
       Common shares                                   4,889,010           4,878,569
       Additional paid-in capital                      9,088,252           8,941,183
     --------------------------------------------------------------------------------
                                                      13,977,262          13,819,752
     Deficit                                         (13,977,262)        (13,926,564)
     --------------------------------------------------------------------------------
                                                                            (106,572)

-------------------------------------------------------------------------------------
                                                 $             0     $       210,000
=====================================================================================


See accompanying notes to financial statements.



















                                        4









INNOFONE.COM, INCORPORATED
Condensed Statements of Operations
(Stated in United States dollars)

For the three months ended December 31, 2004 with comparative figures for the
three months ended December 30, 2003 and the year ended June 30, 2004

========================================================================================================
                                                             Three months ended               Year ended
                                             December 31, 2004    December 31, 2003        June 30, 2004
--------------------------------------------------------------------------------------------------------
                                                   (unaudited)          (unaudited)            (audited)

                                                                                
Sales                                             $          -     $              -      $             -

Cost of sales                                                -                    -                    -
--------------------------------------------------------------------------------------------------------

Gross profit                                                 -                    -                    -

Selling, general and administrative expenses           100,000              395,000              455,200
--------------------------------------------------------------------------------------------------------
                                                       100,000              395,000              455,200

Write off of investment in 908651 Alberta Ltd.                                                   210,000
Forgivness of debt (Recovery)                                                                   (316,572)
--------------------------------------------------------------------------------------------------------
Net income (loss)                                     (100,000)            (395,000)            (348,628)
========================================================================================================

Basic net loss per share                          $       0.01     $           0.08      $          0.07
========================================================================================================

Weighted average number of common
   shares outstanding                                 8,680792            4,955,891            4,740,817
========================================================================================================



See accompanying notes to financial statements.




















                                        5









INNOFONE.COM, INCORPORATED
Statement of Shareholders' Deficit
(Stated in United States Dollars)

For The Year Ended December 31, 2004

===========================================================================================================
                                                                Additional
                                                 Common          Paid-In
                                                 Shares          Capital          Deficit        Total
-----------------------------------------------------------------------------------------------------------

                                                                                  
BALANCE, June 30, 2001                        $  4,773,965    $   7,098,052   $ (13,654,877)  $ (1,782,860)

Stock options exercised                                475            (427)               -             48
Convertible notes converted to stock                   520          415,480               -        416,000
Issuance of stock for Digital Micro
   Distribution Canada Inc.                         67,000                -               -         67,000
Issuance of stock for equipment                        146            7,154               -          7,300
Convertible notes converted to stock                   666          199,334               -        200,000
Net earnings                                             -                -         335,940        335,940
-----------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2002                           4,842,772        7,719,593     (13,318,937)      (756,572)

Convertible note converted to stock                  2,300          647,700               -        650,000
Issuance of shares for legal services                  500            1,887               -          2,387
Issuance of shares for consulting services          26,378          180,932               -        207,310
Net loss                                                 -                -        (209,697)      (209,697)
-----------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2003                           4,871,950        8,550,112     (13,528,634)      (106,572)

Issuance of shares for consulting services           7,060          448,140               -        455,200
Net loss                                                 -                -        (348,628)      (348,628)
-----------------------------------------------------------------------------------------------------------


BALANCE, June 30, 2004                           4,879,010        8,998,252     (13,877,262)             -

-----------------------------------------------------------------------------------------------------------

BALANCE September 30, 2004                       4,879,010        8,998,252     (13,877,262)             -

Issuance of shares for consulting services          10,000           90,000               -        100,000

Net loss                                                 -                -        (100,000)      (100,000)
-----------------------------------------------------------------------------------------------------------

                                                 4,889,010        9,088,252     (13,977,262)             -
===========================================================================================================


See accompanying notes to financial statements.


















                                        6









INNOFONE.COM, INCORPORATED
Statement of Changes in Financial Position
(Stated in United States dollars)

For the quarter ended December 31, 2004 with comparative figures for the quarter
then ended December 31, 2003

=========================================================================================
                                                   December 31, 2004   December 31, 2003
-----------------------------------------------------------------------------------------
                                                         (unaudited)           (audited)
Cash flows provided by (used in):

                                                                    
Operations:
     Net earnings (loss)                             $      (100,000)     $     (395,000)



     -----------------------------------------------------------------------------------
                                                            (100,000)           (395,000)

Financing:
     Issuance of capital stock                               100,000             395,000


     ------------------------------------------------------------------------------------
                                                             100,000             395,000

                                                                                       -
     ------------------------------------------------------------------------------------
                                                                   -                   -

Effect of exchange rate changes on cash                            -                   -

-----------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                 nil                 nil

Cash and cash equivalents, beginning of period                   nil                 nil

-----------------------------------------------------------------------------------------
Cash and cash equivalents, end of period             $           nil      $          nil
=========================================================================================


Cash interest paid for the quarter ended December 31, 2004 and December 31, 2003
was $0 and $0 respectively.



See accompanying notes to financial statements














                                        7





INNOFONE.COM, INCORPORATED
Notes to the Financial Statements
December 31, 2004
================================================================================


1.   BASIS OF PRESENTATION
     ---------------------

     Bulletin Board Listing
     ----------------------

     In January 2001, the Company  completed a  Registration  Statement that has
     been filed with the United  States  Securities  and Exchange  Commission in
     order for the  Company's  shares to be  eligible  for trading in the United
     States on the National Association of Securities Dealings  over-the-counter
     Bulletin Board.


2.   SIGNIFICANT ACCOUNTING POLICIES
     -------------------------------

     These  financial  statements have been prepared by management in accordance
     with accounting  principles  generally  accepted in the United States,  the
     more significant of which are outlined below.

     Use of Estimates
     ----------------

     The  preparation of financial  statements in conformity  with United States
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses during the year. Actual results could differ from those estimates.



















                                        8





INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
December 31, 2004
================================================================================


     Foreign Currency Translation
     ----------------------------

     The Company's  reporting  currency is the United States dollar  because the
     Company is a United States  corporation  and it is trading  publicly in the
     United States.  The  statements of operations  are  translated  into United
     States  dollars using the average  exchange rate for the year.  The balance
     sheets  are  translated  into  United  States  dollars  using the  year-end
     exchange rate.

     Stock Option Plans
     ------------------

     The Company applies the fair value based method of accounting prescribed by
     SFAS No. 123, Accounting for Stock-Based Compensation in accounting for its
     stock  options  granted  to both  employees  and  non-employees.  As  such,
     compensation  expense is  recorded  on the date of grant  based on the fair
     value of the award and is recognized over the service period.

     Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
     -----------------------------------------------------------------------

     The  Company  accounts  for  long-lived   assets  in  accordance  with  the
     provisions  of SFAS No. 121,  Accounting  for the  Impairment of Long-Lived
     Assets and  Long-Lived  Assets to be Disposed of. This  statement  requires
     that long-lived assets and certain identifiable intangibles be reviewed for
     impairment  whenever events or changes in  circumstances  indicate that the
     carrying  amount  of an asset  may not be  recoverable.  Recoverability  of
     assets to be held and used is  measured  by a  comparison  of the  carrying
     amount of an asset to future net cash flows expected to be generated by the
     asset.  If such assets are considered to be impaired,  the impairment to be
     recognized  is measured by the amount by which the  carrying  amount of the
     assets  exceeds the fair value of the assets.  Assets to be disposed of are
     reported  at the lower of the  carrying  amount or fair value less costs to
     sell.























                                        9





INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
December 31, 2004
================================================================================


3.   CAPITAL STOCK
     -------------

     The number of outstanding  shares of the Company as at December 31, 2004 is
     computed as follows:

                                                               Common
     ===================================================================
     Outstanding Shares as at June 30, 2000                  20,750,000

     Shares issued in exchange for legal fees                 1,403,333
     Options exercised in exchange for marketing costs           30,000
     Options exercised                                          430,000
     Promissory notes converted to common stock               3,851,500
     Common stock subscribed                                  1,000,004
     Preferred stock to be converted to common stock          3,750,000
     -------------------------------------------------------------------

     Outstanding Shares as at June 30, 2001                  31,214,837

     Shares issued in exchange for equipment                    146,000
     Options exercised                                          475,000
     Shares issued to DMD CANADA shareholders                67,000,000
     Shares issued on conversion of debt                      1,186,668
     -------------------------------------------------------------------

     Outstanding Shares as at June 30, 2002                 100,022,505

     Shares issued in exchange for consulting fees           23,357,826
     Shares issued in exchange for legal fees                   500,000
     Reverse stock split:  175 shares for one share        (123,172,444)
     Share issuance on conversion of debt                     2,300,000
     Share issuance on exchange for consulting fees           3,021,800
     Reverse stock split:  20 shares for one share           (5,728,203)
------------------------------------------------------------------------

     Outstanding shares as at June 30, 2003                     301,484

     Share issuance for consulting fees                        7,000,00
------------------------------------------------------------------------

     Outstanding shares as at June 30, 2004                   7,301,484

     Share issuance for consulting fees                      10,000,000
------------------------------------------------------------------------

     Outstanding shares as at December 31, 2004              17,361,484
========================================================================









                                       10







                      Management's Discussion and Analysis
                     For the Quarter ended December 31, 2004


Forward-Looking Statements
--------------------------

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations and the  Consolidated
Financial  Statements  and Notes  thereto for the year ended June 30, 2004 filed
with the SEC on October 15, 2004. This quarterly report includes forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934. Words such as "may," "plans,"  "expects,"  "anticipates,"  "approximates,"
"believes,"  "estimates,"  "intends," "hopes,"  "potential," or "continue",  and
variations of such words and similar expressions,  are intended to identify such
forward-looking statements. The Company intends such forward-looking statements,
all of which are qualified by this  statement,  to be covered by the safe harbor
provisions for  forward-looking  statements  contained in the Private Litigation
Securities  Reform Act of 1995,  and is including this statement for purposes of
complying  with  these safe  harbor  provisions.  The  Company  has based  these
statements on its current  expectations  and  projections  about future  events.
These forward-looking  statements are not guarantees of future performance,  and
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected in these statements.  Forward-looking statements
include, but are not limited to:

Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which reflect  management's  views only as of the date hereof.  The
Company  is not  obligated  to  publicly  update or revise  any  forward-looking
statements, whether as a result of new information,  future events or otherwise.
In light of these risks,  uncertainties  and  assumptions,  the  forward-looking
events  discussed  in this  Quarterly  Report on Form  10-QSB  might not  occur.
Readers  should  carefully  review the risk factors  described in the previously
filed Form 10-KSB and in any other documents the Company files from time to time
with the Securities and Exchange Commission, including any future Annual Reports
on Form 10-KSB and Quarterly Reports on Form 10-QSB.

Overview
--------

Innofone.com  Inc.  currently  operates out of Maryland with mailing  address of
3470 Olney-Laytonsville Rd., Suite 118, Olney, MD 20832.















                                       11







The Company  currently does not have sufficient  funds with which to sustain its
operations.  The company  plans to issue  restricted  144 stock to try and raise
operating capital for the company.  There is no assurance that this can be done.
There is  little  chance  that the  company  will  receive a  dividend  from the
bankruptcy of its previously owned subsidiary, Innofone Canada.

The Company is currently  reviewing and implementing new disclosure controls and
procedures to ensure that they fully comply with the new Securities Exchange Act
Rules 13a-15 and 15d-15.

     (a)  Plan of Operations
     (b)  Acquisitions
     (c)  Future

The company  plans to look for new  acquisitions  and will not invest or operate
any current or previously owned subsidiaries.

The company has  relocated to Maryland and may change it's offices  again if the
company is successful in finding a new acquisition.

Due to the lack of  sufficient  operating  funds,  Mr  Richardson  is  currently
funding operations.

(b)  Results of Operations

As reflected in the company's  statement of operations  the company has recorded
no sales for the year and the company does not currently conduct any operations.

The current  officers and directors are covering all expenses of the company via
short-term  loans and advances  which have been and will continue to be paid off
in stock  until the company  has the cash flow to cover  these  expenses.  These
services include the preparation of company  filings,  the search of acquisition
targets and legal expenses.






















                                       12







PART II- OTHER INFORMATION.
---------------------------


Item 1. Legal Proceedings.
--------------------------

There are currently no legal proceedings against the company at this time.


Item 2. Change in Securities.
-----------------------------

10,000,000 shares were issued to Mr. Richardson.


Item 3. Defaults Upon Senior Securities.
----------------------------------------

There was no material  default in payments of any Senior  Securities  it has all
been paid in full with stock.


Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

There were no matters requiring a vote of security holders during this period.


Item 5. Other Information.
--------------------------

None.


                                       13


Item 6. Exhibits

      A. Exhibits

31.1  Certification pursuant to Section 302 of the Sarbanes-Oxley Act.*

32.1  Certification pursuant to Section 906 of the Sarbanes-Oxley Act.*

_______
* Filed herewith.


                                       14


SIGNATURES
----------


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


                                      INNOFONE.COM, Incorporated



Date: February 2, 2006                By: /s/ Alex Lightman
                                          --------------------------------------
                                          Alex Lightman, Chief Executive Officer
                                          and Principal Financial Officer




                                      15