Current Report
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
November
4, 2005 (October 31, 2005)
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Nevada
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0-31949
|
98-0202313
|
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
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(IRS
Employer
Identification
No.)
|
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
1.01. Entry into a Material Definitive Agreement.
On
October 31, 2005, the Company entered into an employment agreement (the
“Agreement”) with Mr. Alex Lightman, a copy of which is filed as Exhibit 10.1 to
this Report and incorporated herein by reference. Pursuant to the Agreement,
Mr.
Lightman will serve as Chief Executive Officer and Chairman of the Board and
will receive annual base compensation of $295,000. Mr. Lightman will also be
eligible for executive bonus compensation as follows: (a) a Target Bonus paid
in
cash equal to 35% of the total cash value of his annual salary, as determined
by
the Board of Directors, 50% of which may be paid in shares of the Company’s
common stock; and (b) a Performance Bonus paid in cash equal to 35% of the
total
cash value of his annual salary for each and every merger and/or acquisition
made by the Company of a non-affiliated third party entity (such potential
target must provide no less than $1,000,000 of estimated annual accretive EBITDA
to the Company). The total amount of the Target Bonus and Performance Bonus
paid
to Mr. Lightman shall not exceed 100% of his annual compensation in any 12
month
period. Mr. Lightman is also eligible to participate in any other bonus or
incentive programs established by the Company. The term of the Agreement is
for
two years and may renew for additional two year periods thereafter unless notice
of non-renewal is given within six months of the end of the then current
term.
On
October 31, 2005, the Company entered into a Services Agreement (“CFO
Agreement”) with Karen Rosolowski, a copy of which is filed as Exhibit 10.2 to
this Report and incorporated herein by reference. Pursuant to the CFO Agreement,
Ms. Rosolowski will serve as Chief Financial Officer on a part time basis but
will become full time in the near future. The Company will amend this Report
when an employment agreement is executed with Ms. Rosolowski.
ITEM
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
October 31, 2005, the Company appointed Mr. Alex Lightman as its Chief Executive
Officer and Chairman of the Board and appointed Ms. Karen C. Rosolowski as
its
Chief Financial Officer. Ms. Rosolowski replaced Mr. Peter Maddocks as Chief
Financial Officer who tendered his resignation on October 31, 2005.
On
October 31, 2005, Mr. Alex Lightman, who is 43 years old, became the Chief
Executive Officer and Chairman of the Board of the Company. From June 2003
to
July 2005, Mr. Lightman was the founding CEO and Chairman of IPv6 Summit, Inc.,
a leading organizer of international IPv6 events and consultants to government
and industry on IPv6 applications, training and promotion. From May 1999 to
Present, Mr. Lightman has been affiliated with Charmed Technology, a company
that develops wearable computers and electronic conference badges, and is the
founding director of The 4G Society and the first Cal-(IT)2 Scholar at the
California Institute for Telecommunications and Information Technology, a joint
program of UCSD and UCI. Mr. Lightman has nearly 20 years of high technology
management experience. Mr. Lightman is the author of Brave
New Unwired World (Wiley,
2002) and a 1983 graduate of Massachusetts Institute of Technology.
A
brief
description of the terms and conditions pursuant to which Mr. Lightman will
serve as Chief Executive Officer and Chairman of the Board are set forth in
Item
1.01 above and incorporated into this Item 5.02
On
October 31, 2005, Ms. Karen C. Rosolowski became the Chief Financial Officer
of
the Company. From April 2004 to Present, Ms. Rosolowski founded and operates
Winning Performance, a company that provides accounting, finance and audit
consultancy to medium size companies. From 2002 to 2004, Ms. Rosolowski was
a
Manager at Hunderford Vinton, LLC, a consulting form that specializes in
recovery and contract compliance audits for clients of various sizes. From
1991
to 2001, Ms. Rosolowski was a Project Director, Finance Systems and Process
Strategies for Eastman Kodak Company.
A
brief
description of the terms and conditions pursuant to which Ms. Rosolowski will
serve as Chief Financial Officer are set forth in Item 1.01 above and
incorporated into this Item 5.02
ITEM
9.01 Financial Statements and Exhibits
(c)
Exhibits
10.1
Employment Agreement between the Company and Mr. Alex Lightman, dated October
31, 2005.
10.2
Services Agreement between the Company and Ms. Karen Rosolowski, dated October
31, 2005.
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 Chairman of the
Board
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November
4, 2005
EXHIBIT
INDEX
Exhibit
No. Description
| 10.1 |
Employment
Agreement between the Company and Mr. Alex Lightman, dated October
31,
2005.
|
| 10.2 |
Services
Agreement between the Company and Ms. Karen Rosolowski, dated October
31,2005.
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4