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
March
26, 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.
ITEM
1.01 Entry Into a Definitive Material Agreement.
On
March
26, 2007, Innofone.com, Incorporated (the “Company”) agreed to amend a
promissory note dated September 6, 2006 (the “Note”) issued by the Company in an
aggregate principal amount of $25,000 to Lloyd Pober (the “Holder”). The
amendment is dated March 16, 2007 and was executed and delivered to the Company
by the Holder on March 26, 2007. On March 6, 2007, the Company’s Board of
Directors approved the issuance of an aggregate of 25,000 shares of unregistered
Company common stock to the Holder in connection with the amendments as
described herein. There are no material relationships between the Company,
the
Holder or their respective affiliates. Capitalized terms used but not defined
in
this Report shall have the meanings set forth in the Note.
As
a
result of the amendment, the Company (i) extended the maturity date of the
Note
to March 6, 2008, (ii) increased the interest rate to 15%
per
annum on the unpaid principal,
and
(iii)
agreed
to issue 25,000 restricted shares of common stock to the Holder within five
days of execution of the amendment. The
foregoing summary of the amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the amendment, a
copy
of which is filed as an exhibit to this Current Report on Form 8-K and
incorporated by reference herein.
The
information called for by this item is contained in Item 1.01, which is
incorporated herein by reference.
ITEM
3.02 Unregistered Sales of Equity Securities
The
information called for by this item is contained in Item 1.01, which is
incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Amendment
to September 6, 2006 Promissory Note Issued to Lloyd
Pober
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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:
March 30, 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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