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
September
12, 2006 (September 7, 2006)
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-31949
|
98-0202313
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File No.)
|
(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))
Statements
in this Current Report on Form 8-K (including the exhibit) that are not purely
historical facts, including statements regarding Innofone'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’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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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”). Interest shall accrue on the
Principal at the rate of the London Interbank Offered Rate (LIBOR) plus one
percent (1%) per annum simple interest calculated on the issuance date and
payable in full on the Maturity Date. Repayment of the Principal and interest
may be made in one balloon payment on or before the Maturity Date, or monthly
prior to the Maturity Date, at the election of the Company. The Company may,
in
its sole discretion, prepay any and all of the amount owed at any time without
penalty. The obligations under the Note are junior in rank to certain securities
issued pursuant to the Company’s swap transaction in June 2006.
A
form of
the Note is filed herewith as Exhibit 10.1.
We
claim
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Act”) for the private placement of these securities pursuant to
Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder
since, among other things, the transaction did not involve a public offering,
the Investor was an “accredited investor” and/or qualified institutional buyers,
the Investor had access to information about the Company and its investment,
the
Investor took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
EXHIBITS.
|
Exhibit
Number
|
Description
|
|
|
|
|
10.1*
|
Form
of Promissory Note issued to Mr. Lawrence Hughes, dated September
7,
2006
|
*
Filed
herewith
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.
| |
|
|
|
INNOFONE.COM,
INCORPORATED
|
|
|
|
By:
|
|
/s/
Alex
Lightman
Chief
Executive Officer and President
|
September
12, 2006
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
|
|
10.1*
|
Form
of Promissory Note issued to Mr. Lawrence Hughes, dated September
7,
2006
|