UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the Securities Exchange Act of 1934~~

~~June~~The ~~26,~~Securities ~~2007~~Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2007 (June 26, 2007)

INNOFONE.COM, INCORPORATED (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada	0-31949	98-0202313
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1431 Ocean Ave., Suite 1100

1431 Ocean Ave., Suite 1100 Santa Monica, CA	90401
(Address of principal executive offices)	(Zip Code)

Nevada	0-31949	98-0202313
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (310) 458-3233

(~~Address of~~Former ~~principal~~name ~~executive~~or ~~offices~~former address, ~~including~~if ~~zip~~changed ~~code~~since last report.)

~~Registrant's~~Check ~~telephone~~the appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code:~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~310)~~see ~~458-3233~~General Instruction A.2. below):

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~~Forward Looking ~~4.02.~~Statements ~~NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPILED INTERIM REVIEW.~~

This Form 8-K and other reports filed by Innofone.com, Incorporated (the “Registrant” or “Company”) ~~has~~from ~~concluded~~time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that ~~certain~~are based upon beliefs of, and information currently available to, the ~~Company~~Registrant’s management as well as estimates and assumptions ~~previously~~made ~~issued~~by ~~financial~~the ~~statements~~Registrant’s ~~should~~management. noWhen ~~longer~~used bein ~~relied~~the ~~upon~~filings ~~because~~the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of anthese ~~error~~terms inand ~~such~~similar ~~financial~~expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. ~~resulting~~Such statements ~~from~~reflect ~~unknown~~the ~~facts~~current ~~that~~view of the Registrant with respect to future ~~existed~~events atand are subject to risks, uncertainties, assumptions and other factors (including the ~~time~~risks contained in the ~~financial~~section ~~statements~~of ~~were~~the ~~prepared~~Registrant’s Form 10-KSB entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

AsAlthough ~~disclosed in~~ the ~~Company’s~~Registrant ~~Current~~believes ~~Report~~that onthe ~~Form~~expectations ~~8-K~~reflected ~~filed~~in ~~on March 22, 2007,~~ the ~~Company~~forward ~~is suing Cogent~~looking ~~Capital~~statements ~~Financial,~~are ~~LLC~~reasonable, ~~Cogent~~the ~~Capital~~Registrant ~~Investments,~~cannot ~~LLC,~~guarantee ~~Cogent~~future ~~Capital Group~~results, ~~LLC,~~levels Gregory L. Kofford, Mark W. Holden (collectively, the “Cogent Defendants”), and Investors Bank & Trust Company (the “Escrow Agent”) to rescind a $50 million equity swap financing transaction (the “Swap Transaction”) dated as of ~~June~~ 2activity, ~~2006,~~performance ~~and~~or ~~related agreements and amendments (altogether, the “Cogent Litigation”)~~achievements. ~~The~~Except ~~Swap~~as ~~Transaction~~required ~~was disclosed in the Company’s Current Report~~by onapplicable ~~Form 8-K filed with the Securities and Exchange Commission on June 8~~law, ~~2006. The~~including ~~Company is suing~~ the ~~Cogent~~securities ~~Defendants~~laws ~~for, among other things, negligent misrepresentation and rescission~~ of the ~~Swap~~United ~~Transaction~~States, ~~Documents based on~~the ~~illegality,~~Registrant ~~fraud~~does ornot ~~mistake.~~intend ~~The~~to ~~Company~~update isany ~~suing~~of the ~~Escrow~~forward-looking ~~Agent in order~~statements to ~~obtain~~conform ~~complete~~these ~~relief~~statements ~~in the action because the Escrow Agent is allegedly holding stocks, bonds, and cash which the Company and Cogent Defendants deposited with it pursuant~~ to anactual ~~escrow agreement underlying the Swap Transaction~~results.

~~As a condition~~Item ~~precedent to the closing of the Swap Transaction, the Cogent Defendants agreed to deposit U~~2.S.04 ~~Treasury~~Triggering ~~Notes~~Events ~~and~~That ~~Strips~~Accelerate ~~with~~or aIncrease market value on the date preceding the date of delivery to the Escrow Agent of at least $50 million (the “Treasury Bonds”) into escrow with the Escrow Agent. Since closing, the Treasury Bonds have been disclosed as an asset on the Company’s financial statements because the Company and its advisors received written confirmation from the Escrow Agent that the Treasury Bonds were delivered into escrow. In addition, a ~~UCC-1~~Direct ~~financing~~Financial ~~statement was placed against the Treasury Bonds in favor of Cogent Capital at execution of the Swap Transaction on or about June 2, 2006.~~ Obligation

~~During~~On ~~the~~June 26, ~~course~~2007, ofInnofone.com, Incorporated (the ~~Cogent~~“Company”) ~~Litigation,~~received ~~however,~~a ~~counsel~~notice ~~for~~that the ~~Escrow Agent~~ ~~informed~~Company ~~the~~was ~~Company~~deemed bydelinquent ~~letter~~in ~~dated~~making ~~June~~a 14$250,000 ~~2007~~payment ~~that~~to ~~the~~Lakewood ~~$50 million in~~Group, ~~treasury~~LLC ~~bonds~~(“Lakewood”) ~~were~~that ~~not~~was ~~deposited~~due ~~into~~by ~~escrow~~June 25, ~~but~~2007 ~~instead~~(“Non-Payment”) ~~were~~pursuant ~~deposited~~to ~~into~~the ~~one~~terms of ~~Cogent’s~~a ~~accounts~~note atissued ~~Investors~~by ~~Bank.~~the ~~Subsequently,~~Company onto orLakewood ~~around~~dated ~~June~~January 2512, 2007 for ~~2007~~the principal amount of $1,000,000 (the ~~Escrow~~“Note”). ~~Agent~~The ~~amended~~Note ~~its~~and ~~answer~~related totransaction documents were disclosed in the Company’s ~~complaint~~Current ~~denying~~Report on Form 8-K filed with ~~that~~ the ~~Treasury~~Securities ~~Bonds~~and ~~were~~Exchange ~~placed~~Commission inon ~~escrow.~~January 16, 2007.

~~Given~~Pursuant ~~the above,~~to ~~the~~Section ~~Company~~3.1 isof ~~now~~the ~~uncertain~~Note, of the ~~status~~Non-Payment ofis ~~the~~a ~~Treasury~~default ~~Bonds,~~event ~~whether~~and triggered ~~title~~all sums ~~has~~payable ~~been~~under ~~transferred~~the Note to ~~any~~be ~~other~~immediately ~~party~~due onat ~~the~~Lakewood’s ~~Treasury~~option. ~~Bonds, whether~~Pursuant ~~the Treasury~~to ~~Bonds~~a ~~remain~~Guaranty atentered ~~the~~into ~~Escrow~~by ~~Agent~~Alex Lightman, ~~whether~~for the ~~Treasury~~benefit ~~Bonds~~of ~~are~~Lakewood, orand ~~were~~dated ~~ever~~January ~~legally~~12, ~~titled~~2007, toour ~~the~~Chief ~~Company~~Executive Officer, orMr. ~~whether~~Lightman ~~the~~is ~~Treasury Bonds have~~liable ~~been~~for ~~isolated~~all insums adue ~~collateral~~under ~~account beyond~~ the ~~reach of the Cogent Defendants~~Note. ~~Our investigation~~ ~~continues~~In ~~pending~~ the ~~Cogent~~notice, ~~Litigation~~Lakewood ~~regarding~~demanded ~~the~~immediate ~~Treasury~~payment ~~Bonds~~of in$1,000,000 ~~general~~from Mr. Lightman.

~~The~~Pursuant ~~Company's~~to ~~management~~a ~~has~~Stock ~~discussed~~Pledge ~~with~~Agreement ~~the~~between ~~Company's~~Alex ~~independent~~Lightman ~~registered public~~and ~~accounting~~Lakewood, ~~firm~~dated ~~the matters disclosed in this Current Report on Form~~January ~~8-K pursuant~~12, to2007 ~~Item 4.02~~(~~a).~~“Stock ~~After discussing~~Pledge ~~these matters with its advisors~~Agreement”), ~~independent~~ ~~registered~~which ~~public~~was ~~accounting~~entered ~~firm,~~into ~~and~~in ~~the~~connection ~~staff of the Securities~~with ~~and~~the ~~Exchange Commission~~Note, ~~the~~Mr. ~~Company~~Lightman ~~concluded~~pledged onto ~~June~~Lakewood 264,000,000 ~~2007~~restricted ~~that~~shares ~~certain~~ of the ~~the~~ Company’s ~~previously~~common ~~issued~~stock, ~~financial~~par ~~statements~~value ~~should~~$0.001 no(“Pledged ~~longer~~Stock”). beSection ~~relied upon~~5(a) ~~because~~ of ~~an error in such financial statements resulting from~~ the ~~unknown~~ ~~facts~~Stock ~~regarding~~Pledge ~~the~~Agreement ~~Swap~~provides ~~Transaction~~that, ~~and related $50 million~~ in ~~Treasury Bonds that existed at~~ the ~~time~~event ~~the~~of ~~financial~~Non-Payment, ~~statements were prepared. The financial~~Lakewood ~~statements and years or periods covered that should no longer be relied upon~~may ~~are as~~sell ~~follows: (i) Form 10-KSB for~~ the ~~year~~Pledged ~~ended~~Stock. On June 3026, ~~2006;~~2007, ~~(ii)~~Lakewood ~~Form~~provided ~~10-QSB~~the Company with ~~for~~notice ~~the~~that, ~~quarter~~five ~~ended~~business ~~September~~days ~~30,~~after ~~2006;~~receipt ~~(iii)~~of ~~Form~~the ~~10-QSB~~notice ~~for~~by the ~~quarter~~Company, ~~ended~~Lakewood ~~December~~will ~~31,~~commence ~~2006;~~selling ~~and Form 10-QSB for~~ the ~~quarter~~Pledged ~~ended~~Stock ~~March~~pursuant ~~31,~~to ~~2007 (collectively,~~ the ~~“Financial~~Stock ~~Statements”)~~Pledge Agreement.

~~Pending the~~Item outcome of further investigation and discovery in the Cogent Litigation, the Company will have to restate the Financial Statements to remove the Swap Transaction and related $50 million in Treasury Bonds9.01 ~~Until such time as the Company files restated~~ Financial Statements ~~with the Securities~~ and Exchange Commission, the Financial Statements should not be relied upon. The Company deems the Swap Transaction to be both complex and nonrecurring and the Company does not know at this time the exact impact the restatements may have on the Financial Statements. Exhibits

(c)

Exhibits.

Exh. No.

Description

10.1	Guaranty signed by Alex Lightman, dated January 12, 2007.

10.2	Stock Pledge Agreement, between Alex Lightman and Lakewood Group, LLC, dated January 12, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant ~~registrant~~ has duly caused this ~~Current~~report ~~Report on Form 8-K~~ to be signed on its behalf by the undersigned ~~thereunto~~ hereunto duly authorized.

	INNOFONE.COM, INCORPORATED
June 28, 2007	By:	/s/ Alex Lightman
	(Registrant)
		Alex Lightman Chief Executive Officer, President and Principal Financial Officer
Date: July 2, 2007
	/s/ Alex Lightman
	Alex Lightman, Chief Executive Officer

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