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
September
21, 2007
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-31949
|
98-0202313
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
1431
Ocean Avenue, Suite 1500
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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Statements
in this Current Report on Form 8-K (including the exhibits) that are not purely
historical facts, including statements regarding Innofone's beliefs,
expectations, intentions or strategies for the future, may be "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. All
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from the plans, intentions
and
expectations reflected in or suggested by the forward-looking statements. Such
risks and uncertainties include, among others, introduction of products in
a
timely fashion, market acceptance of new products, cost increases, fluctuations
in and obsolescence of inventory, price and product competition, availability
of
labor and materials, development of new third-party products and techniques
that
render Innofone’s products obsolete, delays in obtaining regulatory approvals,
potential product recalls and litigation. Risk factors, cautionary statements
and other conditions which could cause Innofone's actual results to differ
from
management's current expectations are contained in Innofone's filings with
the
Securities and Exchange Commission. Innofone 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 A MATERIAL DEFINITIVE AGREEMENT.
On
September 21, 2007, Innofone.com, Incorporated (the “Company” or “Innofone”)
entered into an amendment (the “First Amendment”) to the Promissory Note (the
“First Note”) by and between the Company and Dr. Uday Phatak, dated as of
September 8, 2006. The First Amendment amended the following terms of the First
Note: (i) the Maturity Date was changed to be September 1, 2008; (ii) the
Interest was amended to equal 16% per annum, compounded annually; and (iii)
all
Principal and accrued and unpaid Interest shall be due and payable in one
balloon payment on the Maturity Date. As consideration for the amendment to
the
terms of the First Note, the Company agreed to issue to Dr. Phatak 100,000
shares of the Company’s common stock.
On
September 21, 2007, the Company entered into an amendment (the “Second
Amendment”) to the Promissory Note (the “Second Note”) by and between the
Company and Joe Mandell, dated as of August 30, 2006. The Second Amendment
amended the following terms of the Second Note: (i) the Maturity Date was
changed to be September 1, 2008; (ii) the Interest was amended to equal 16%
per
annum, compounded annually; and (iii) all Principal and accrued and unpaid
Interest shall be due and payable in one balloon payment on the Maturity Date.
As consideration for the amendment to the terms of the Second Note, the Company
agreed to issue to Mr. Mandell 100,000 shares of the Company’s common
stock.
On
September 21, 2007, the Company entered into an amendment (the “Third
Amendment”) to the Promissory Note (the “Third Note”) by and between the Company
and Sterling Trust Company, Custodian FBO: Joseph David Mandell, dated as of
August 30, 2006. The Third Amendment amended the following terms of the Third
Note: (i) the Maturity Date was changed to be September 1, 2008; (ii) the
Interest was amended to equal 16% per annum, compounded annually; and (iii)
all
Principal and accrued and unpaid Interest shall be due and payable in one
balloon payment on the Maturity Date. As consideration for the amendment to
the
terms of the Third Note, the Company agreed to issue to Sterling Trust Company,
Custodian FBO: Joseph David Mandell 150,000 shares of the Company’s common
stock.
On
September 21, 2007, the Company entered into an amendment (the “Fourth
Amendment”) to the Promissory Note (the “Fourth Note”) by and between the
Company and Doug Mandell, dated as of September 1, 2006. The Fourth Amendment
amended the following terms of the Fourth Note: (i) the Maturity Date was
changed to be September 1, 2008; (ii) the Interest was amended to equal 16%
per
annum, compounded annually; and (iii) all Principal and accrued and unpaid
Interest shall be due and payable in one balloon payment on the Maturity Date.
As consideration for the amendment to the terms of the Fourth Note, the Company
agreed to issue to Mr. Mandell 150,000 shares of the Company’s common
stock.
On
September 26, 2007, the Company entered into an amendment (the “Fifth
Amendment”) to the Promissory Note (the “Fifth Note”) by and between the Company
and Roger Baker, dated as of September 22, 2006. The Fifth Amendment amended
the
following terms of the Fifth Note: (i) the Maturity Date was changed to be
September 22, 2008; (ii) the Interest was amended to equal 16% per annum,
compounded annually; and (iii) all Principal and accrued and unpaid Interest
shall be due and payable in one balloon payment on the Maturity Date. As
consideration for the amendment to the terms of the Fifth Note, the Company
agreed to issue to Mr. Baker 100,000 shares of the Company’s common
stock.
The
foregoing summary of the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment and the Fifth Amendment is subject to, and
qualified in its entirety by the First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment and the Fifth Amendment, copies of which
are filed with this report as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5
respectively.
We
claim
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Act”) for the private placement of these securities pursuant to
Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder
since, among other things, the transaction did not involve a public offering,
the Investor was an “accredited investor” and/or qualified institutional buyers,
the Investor had access to information about the Company and its investment,
the
Investor took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
(c)
EXHIBITS.
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Exhibit
Number
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Description
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| |
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10.1*
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Amendment
to Promissory Note by and between Innofone and Dr. Uday Phatak, dated
September 21, 2007
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|
|
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10.2*
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Amendment
to Promissory Note by and between Innofone and Joe Mandell, dated
September 21, 2007
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10.3*
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Amendment
to Promissory Note by and between Innofone and Sterling Trust Company,
Custodian FBO: Joseph David Mandell, dated September 21,
2007
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| |
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10.4*
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Amendment
to Promissory Note by and between Innofone and Doug Mandell, dated
September 21, 2007
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10.5*
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Amendment
to Promissory Note by and between Innofone and Roger Baker, dated
September 26, 2007
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*
Filed
herewith
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: |
/s/
Alex Lightman
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Chief
Executive Officer and President
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EXHIBIT
INDEX
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Exhibit
Number
|
|
Description
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| |
|
|
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10.1*
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Amendment
to Promissory Note by and between Innofone and Dr. Uday Phatak, dated
September 21, 2007
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| |
|
|
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10.2*
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Amendment
to Promissory Note by and between Innofone and Joe Mandell, dated
September 21, 2007
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| |
|
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10.3*
|
|
Amendment
to Promissory Note by and between Innofone and Sterling Trust Company,
Custodian FBO: Joseph David Mandell, dated September 21,
2007
|
| |
|
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10.4*
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Amendment
to Promissory Note by and between Innofone and Doug Mandell, dated
September 21, 2007
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10.5*
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Amendment
to Promissory Note by and between Innofone and Roger Baker, dated
September 26, 2007
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*
Filed
herewith