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): July
2,
2007 (June 26, 2007)
INNOFONE.COM,
INCORPORATED
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
|
0-31949
|
98-0202313
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
1431
Ocean Ave., Suite 1100
Santa
Monica, CA
|
90401
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (310)
458-3233
|
(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 (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))
|
Forward
Looking Statements
This
Form
8-K and other reports filed by Innofone.com, Incorporated (the “Registrant” or
“Company”) from time to time with the Securities and Exchange Commission
(collectively the “Filings”) contain or may contain forward looking statements
and information that are based upon beliefs of, and information currently
available to, the Registrant’s management as well as estimates and assumptions
made by the Registrant’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 Registrant
or the Registrant’s management identify forward looking statements. Such
statements reflect the current view of the Registrant with respect to future
events and are subject to risks, uncertainties, assumptions and other factors
(including the risks contained in the section of the Registrant’s Form 10-KSB
entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s
operations and results of operations and any businesses that may be acquired
by
the Registrant. 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.
Although
the Registrant believes that the expectations reflected in the forward looking
statements are reasonable, the Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, the
Registrant does not intend to update any of the forward-looking statements
to
conform these statements to actual results.
Item
2.04 |
Triggering
Events That Accelerate or Increase a Direct Financial
Obligation
|
On
June
26, 2007, Innofone.com, Incorporated (the “Company”) received a notice that the
Company was deemed delinquent in making a $250,000 payment to Lakewood Group,
LLC (“Lakewood”) that was due by June 25, 2007 (“Non-Payment”) pursuant to the
terms of a note issued by the Company to Lakewood dated January 12, 2007 for
the
principal amount of $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 16, 2007.
Pursuant
to Section 3.1 of the Note, the Non-Payment is a default event and triggered
all
sums payable under the Note to be immediately due at Lakewood’s option. Pursuant
to a Guaranty entered into by Alex Lightman, for the benefit of Lakewood, and
dated January 12, 2007, our Chief Executive Officer, Mr. Lightman is liable
for
all sums due under the Note. In the notice, Lakewood demanded immediate payment
of $1,000,000 from Mr. Lightman.
Pursuant
to a Stock Pledge Agreement between Alex Lightman and Lakewood, dated January
12, 2007 (“Stock Pledge Agreement”), which was entered into in connection with
the Note, Mr. Lightman pledged to Lakewood 4,000,000 restricted shares of the
Company’s common stock, par value $0.001 (“Pledged Stock”). Section 5(a) of the
Stock Pledge Agreement provides that, in the event of Non-Payment, Lakewood
may
sell the Pledged Stock. On June 26, 2007, Lakewood provided the Company with
notice that, five business days after receipt of the notice by the Company,
Lakewood will commence selling the Pledged Stock pursuant to the Stock Pledge
Agreement.
Item
9.01 |
Financial
Statements and Exhibits
|
10.1 |
Guaranty
signed by Alex Lightman, dated January 12,
2007.
|
10.2 |
Stock
Pledge Agreement, between Alex Lightman and Lakewood Group, LLC,
dated
January 12, 2007.
|
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.
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INNOFONE.COM,
INCORPORATED
|
|
(Registrant)
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|
|
Date:
July 2, 2007
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|
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/s/
Alex Lightman
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|
Alex
Lightman, Chief Executive Officer
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