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
October
12, 2006 (October 4, 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
8.01. OTHER EVENTS.
On
October 4, 2006, we filed a complaint in the United States District Court,
Central District of California, against InfoWeapons, Inc. (“InfoWeapons”) and
Lawrence Hughes (“Hughes”) alleging that InfoWeapons and 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
acquired 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.
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 related to our
tradesecret misappropriation claim.
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
|
*
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.
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INNOFONE.COM,
INCORPORATED
|
| |
|
|
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By: |
/s/ Alex
Lightman |
| |
Chief
Executive Officer and President
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| |
|
October
12, 2006