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
November
16, 2006 (November 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):
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
8.01. OTHER EVENTS.
As
previously disclosed, on September 7, 2006, Innofone.com, Incorporated
(“Innofone” or the “Company”) issued a promissory note (the “Note”) to Mr.
Lawrence Hughes in the principal amount of $2,000,000 (“Principal”) payable on
the earlier of: (i) sixty (60) days from the issuance date; or (ii) December
1,
2006 (“Maturity Date”), whichever is earlier or as otherwise mutually agreed by
the parties in writing. On September 15, 2006, Mr. Hughes notified the Company
in writing that the maturity date of the Note was to be extended and the Company
subsequently accepted this extension (the “Acceptance”).
Notwithstanding,
on October 4, 2006, we filed a complaint in the United States District Court,
Central District of California, against InfoWeapons, Inc. (“InfoWeapons”) and
Mr. Hughes (the “Complaint”) alleging that InfoWeapons and Mr. Hughes have
failed to perform their obligations under that certain Agreement and Plan of
Merger, dated August 16, 2006 (the “Merger Agreement”) and that each had
wrongfully misappropriated trade secrets of our Company. Under the terms of
the
Merger Agreement, which was executed on or about August 16, 2006 by the parties,
we entered into a definitive agreement to acquire InfoWeapons and its assets
(including but not limited to InfoWeapons' subsidiary InfoWeapons Corp.) with
the only non-administrative outstanding item subsequent to execution being
the
delivery by InfoWeapons of its financial statements in accordance with US
Generally Accepted Accounting Principles (GAAP). Despite our recent and repeated
requests, InfoWeapons has failed to deliver its US GAAP financial statements
as
required by the Merger Agreement.
However,
on November 9, 2006 the Company received a letter from counsel to Mr. Hughes
and
InfoWeapons
(“Counsel”) indicating that Mr. Hughes and InfoWeapons both intend to disregard
and treat as without legal effect the Company’s Acceptance. Further, Counsel
indicated that they consider the Note to have matured on November 6, 2006 and,
accordingly, the Company to be in default thereunder.
On
November 16, 2006 the Company filed a First Amended Complaint against Mr. Hughes
and InfoWeapons for: (i) specific performance; (ii) declaratory relief; (iii)
misappropriation of trade secrets; (iv) interference with contract; (v)
promissory estoppel on note; and (vi) declaratory relief on note.
Although
we hope to resolve this matter in an amicable fashion, we are demanding pursuant
to the complaint that InfoWeapons perform its obligations under the Merger
Agreement and are seeking approximately $20,000,000 in damages.
Separately,
on November 15, 2006, the Company received a Summons and Complaint filed against
it in the Superior Court of the State of California by Caneum, Inc. (“Caneum”)
for (1) breach of contract and (2) money due for goods sold and delivered and/or
services rendered. Caneum is seeking approximately $198,203 in damages, fees
and
interest. The Company disputes these claims and intends to vigorously defend
itself against such claims.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
EXHIBITS.
None.
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 President
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November
16, 2006