SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INNOFONE.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation of Organization)
98-0202313
(I.R.S. Employer Identification No.)
130 Centennial Parkway North
Hamilton, Ontario, Canada L8E 1H9
(Address of Principal Executive Offices)
Not Applicable
(Full Title of the Plan)
Glenn P. Hannemann, Esq.
Law Offices of Glenn P. Hannemann
24 Brena
Irvine, CA 92620
(Name and Address of Agent For Service)
(714) 544-1912
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities To Be Amount to Be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee(1)
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Class A Common Stock,
$.001 Par Value per share 19,000,000 $0.02 (2) $380,000(2) $95.00(2)
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(1) Computed in accordance with Section 6(b) of the Securities Act by
multiplying 0.00025 by the proposed maximum aggregate offering price.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), the proposed maximum offering price per share,
the proposed maximum aggregate offering price and the amount of
registration fee have been computed on the basis of the average of the
high and low price of the common stock as quoted on July 30, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Explanatory Note
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As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I (Items 1 and 2) of Form S-8. The documents containing the information
specified in Part I will be delivered to the advisors and consultants to receive
the Shares registered hereunder required by Rule 428(b) under the Securities
Act. Such documents are not being filed with the Commission as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, previously filed by the Company with the
Commission, are hereby incorporated by reference in this Registration Statement:
The Company's Quarterly Reports of Form 10QSB for the quarters ended
December 31, 2001, and March 31, 2002, and the Company's annual report on
Form 10KSB for the year ended June 30, 2001, and Form 8K, all as may be
amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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The Company is authorized to issue up to Nine hundred fifty million
(950,000,000) shares of its 0.001 par value Common Stock ("Shares") of which,
approximately Ninety nine million, two hundred nine thousand, eight hundred
thirty seven (99,209,837) Shares are issued and outstanding as of the date
hereof and Five million (5,000,000) Shares of its preferred stock 0.001 par
value, of which One million, two hundred fifty thousand (1,250,000) were
outstanding as of the date hereof. The Shares registered hereunder are to be
issued to advisors and consultants qualified and eligible as such under the
Securities Act and Regulations promulgated thereunder as compensation for their
respective services in connection with the targeting and acquisition of merger
candidates and preparation of Exchange Act documentation.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the Shares of common stock registered
hereby has been passed upon by Glenn P. Hannemann, Esq., who serves as counsel
to the Company.
Item 6. Indemnification of Directors and Officers.
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The Company's certificate of incorporation and bylaws provide for
indemnification of its directors, officers, employees and other agents to the
extent permitted by the Nevada General Corporation Law. The Company carries
policies of insurance which cover the individual directors and officers of the
Company for legal liability and which would pay on behalf of the Company for
expenses of indemnification of directors and officers. The Company has entered
into agreements with certain of its executive officers and directors that
require the Company to indemnify such officers and directors against certain
liabilities which may arise by reason of their status as officers and directors
of the Company, including liabilities under the federal securities laws.
Item 7. Exemption From Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Not applicable.
Item 9. Undertakings.
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(a) The undersigned Company hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement.
(2) That, for the purposes determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by reference
in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Hamilton, Province of Ontario, Canada, on this 30th day of July, 2002.
INNOFONE.COM, INC.
By: /s/ SUMIT MAJUMDAR
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Name: Sumit Majumdar
Title: President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sumit Majumdar with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including post-effective amendments), and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ SUMIT MAJUMDAR President August 13, 2002
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Sumit Majumdar
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