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
August
10, 2006 (August 4, 2006)
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of registrant 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 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))
Forward
Looking Statements
Statements
in this Current Report on Form 8-K (including the exhibits) that are not purely
historical facts, including statements regarding Innofone.com, Inc.’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.com, Inc.’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
2.01 Completion of Acquisition or Disposition of Assets
On
May
18, 2006, Innofone.com, Inc. (“Innofone” or the “Company”) announced by press
release its agreement in principle to acquire Las Vegas based Mobile Technology
Group, Inc. (“MTG”) a provider of mobile messaging, transactions and content
delivery. On August 4, 2006, the Company consummated this transaction and as
a
result, MTG has become a wholly-owned subsidiary of the Company. The
Agreement (as defined below) contains various representations, warranties,
covenants and agreements, and indemnity obligations of the parties. The
Company issued a press release announcing the closing of this
acquisition.
A
copy of the press release entitled, “INNOFONE
CLOSES MOBILE TECHNOLOGY GROUP (MTG) ACQUISITION”
is filed herewith as Exhibit 99.1.
Agreement
and Plan of Merger
On
August
4, 2006, Innofone completed the acquisition of Mobile Technology Group, Inc.
(“MTG”) through the merger of MTG into a newly formed wholly-owned subsidiary of
Innofone pursuant to an Agreement and Plan of Merger, dated July 1, 2006 (the
“Agreement”). In accordance with the terms and provisions of the Agreement, in
exchange for all for of the capital stock of MTG, Innofone paid (a) $7,500
in
cash; and (b) issued a total of 1,441,441 shares of its common stock valued
at
the time of the execution of the Agreement at $1,500,000.00 (the “Common
Stock”).
Further,
upon the effective date of the merger, the officers and directors of MTG became
the officers and directors of the surviving company. Specifically, Kirk
Anderson, James Tyner, and Ricardo Micheri, all former officers of MTG, are
now
officers and directors of the surviving company. Innofone has agreed to enter
into employment agreements with Messrs. Anderson, Tyner, and Micheri. The
Company anticipates entering into these employment agreements in the near
future. Further, the parties to the Agreement acknowledged that potential
conflicts may arise by virtue of the fact that Gerard N. Casale Jr. is a
shareholder of both MTG and Innofone and has also acted in the past as corporate
counsel to MTG and is currently General Counsel and Vice President of Business
& Legal Affairs at Innofone. Accordingly, Gerard N. Casale Jr. abstained
from any affirmative vote or consent or approval of the Agreement or the
contemplated subject merger transaction.
A
copy of
the Agreement and Plan of Merger is attached hereto as Exhibit
10.1.
ITEM
3.02 Unregistered Sale of Equity Securities.
In
connection with the Agreement, the Company issued 1,441,441 shares of its common
stock as more fully described in Item 2.01 above.
All
of the shares issued to pursuant to the Agreement carried a restricted
securities legend. The Company did not receive any proceeds from the sale of
the
shares. The Company did not use any underwriter or broker-dealer in connection
with the issuance of the shares and except for certain legal fees and stock
transfer agent fees, no other material costs or expenses were incurred in
connection with the issuance of the shares. The shares issued to the MTG
Shareholders were issued under a claim of exemption pursuant to Section 4(2)
of
the Securities Act of 1933.
ITEM
9.01 Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
The
financial statements required by this Item 9.01(a) are not included in this
initial report on Form 8-K. The financial statements will be filed by amendment
to this report no later than 69 calendar days after the date of this initial
report.
(d) Exhibits
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10.1
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Agreement
and Plan of Merger dated July 1, 2006, by and among Innofone.com,
Inc., a
Nevada corporation, Mobile Tech Acquisition Corp., a Nevada Corporation
and wholly-owned subsidiary of Innofone.com, Inc., Mobile Technology
Group, Inc., and its shareholders.
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99.1
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Press
Release Issued by Innofone.com, Inc. on August 8, 2006 entitled “INNOFONE
CLOSES MOBILE TECHNOLOGY GROUP (MTG)
ACQUISITION”.
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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 |
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Chief
Executive Officer and President
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August
10, 2006
EXHIBIT
INDEX
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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Agreement
and Plan of Merger dated July 1, 2006, by and among Innofone.com,
Inc., a
Nevada corporation, Mobile Tech Acquisition Corp., a Nevada Corporation
and wholly-owned subsidiary of Innofone.com, Inc., Mobile Technology
Group, Inc., and its shareholders
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99.1
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Press
Release Issued by Innofone.com, Inc. on August 8, 2006 entitled “INNOFONE
CLOSES MOBILE TECHNOLOGY GROUP (MTG)
ACQUISITION”.
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