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~~January 1217, ~~2006~~2007 (~~September~~January 716, ~~2006~~2007 )

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.~~Avenue, 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~~January 716, ~~2006~~2007, Innofone.com, Incorporated (the “~~Innofone~~Company” or ~~the~~ “~~Company~~Innofone”) issued a promissory note ~~(the “Note”)~~ to ~~Mr.~~Lakewood ~~Lawrence~~Group ~~Hughes~~LLC (“Lakewood”) in the principal amount of $21,000,000 for the purchase price of $800,000 (the “~~Principal~~Note”). ~~payable~~The Maturity onDate of the ~~earlier~~Note is September 16, 2007. Cash amortizing payments of: the outstanding ~~(i)~~principal ~~sixty~~amount ~~(60)~~of ~~days~~the ~~from~~Note commence on the ~~issuance~~fifth month anniversary date; orof ~~(ii)~~the ~~December~~Note 1,and ~~2006~~on the same day of each month thereafter (~~“Maturity~~each a “Repayment Date”). ~~Interest~~until ~~shall~~the ~~accrue~~principal onamount ~~the~~has been repaid in full. On each Repayment ~~Principal~~Date, at the ~~rate~~Company ofshall ~~the~~make ~~London~~payments ~~Interbank~~to ~~Offered~~Lakewood ~~Rate~~in ~~(LIBOR)~~the ~~plus~~amount ~~one~~of twenty-five percent (125%) ~~per~~of ~~annum~~the ~~simple~~principal ~~interest~~amount, ~~calculated~~and onany ~~the~~other ~~issuance~~amounts. ~~date~~In ~~and~~the event ~~payable~~of default inby ~~full~~the onCompany, the ~~Maturity~~Company ~~Date.~~will ~~Repayment~~be ofrequired ~~the~~to ~~Principal~~pay ~~and~~ interest on the ~~may~~principal beamount ~~made~~equal into ~~one~~fifteen ~~balloon~~percent ~~payment~~(15%) per annum (calculated on ora 360 day ~~before~~year). The Company has the ~~Maturity~~option ~~Date,~~to orprepay ~~monthly~~the Note in an amount equal ~~prior~~ to 110% of the ~~Maturity~~purchase ~~Date~~price, atno ~~the~~sooner ~~election~~than ofthirty (30) days from the ~~Company~~Note issuance date. ~~The~~Further, in the event that the Company ~~may,~~raises funds from the insale ~~its~~of ~~sole~~debt ~~discretion~~instruments, ~~prepay~~equity ~~any~~instruments ~~and~~or ~~all~~instruments convertible into equity in excess of ~~the~~$2,500,000 ~~amount~~of ~~owed~~gross atproceeds ~~any~~(“Excess ~~time~~Proceeds”), ~~without~~then the Maturity ~~penalty.~~Date ~~The~~of ~~obligations~~the ~~under~~Note with respect to an amount of principal amount equal to the Excess ~~Note~~Proceeds ~~are~~shall ~~junior~~be inautomatically ~~rank~~accelerated to ~~certain~~the ~~securities~~fifth business day ~~issued~~after ~~pursuant~~the todate the Company’s ~~swap~~receives ~~transaction~~the inactual ~~June~~or ~~2006~~beneficial Excess Proceeds and the Company must use such Excess Proceeds to pay amounts payable under this Note.

AIn ~~form~~connection with the issuance of the Note, Mr. Alex Lightman, the Company’s President and Chief Executive Officer: (i) pledged, pursuant to s Stock Pledge Agreement, 4,000,000 shares of his common stock to Lakewood as security for the Company’s obligation under the Note; isand ~~filed~~(ii) ~~herewith~~guaranteed, aspursuant ~~Exhibit~~to ~~10.1.~~a Guaranty, all obligations under the Note and Subscription Agreement.

A copy of the Note, Subscription Agreement and Stock Purchase Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively.

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.

Further, Mr. Lightman entered into a Stock Purchase Agreement with the Company and Lakewood providing for the sale of 825,000 shares of Mr. Lightman’s common stock to Lakewood pursuant to the terms and conditions of that agreement.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

See Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

See Item 1.01 above.

ITEM 8.01 OTHER EVENTS.

See Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

Exhibit Number	Description
10.1*	Form of Promissory Note issued to Mr. Lawrence Hughes, dated September 7, 2006
10.1	Promissory Note issued to Lakewood Group LLC, dated January 16, 2007*
10.2	Subscription Agreement between Innofone.com, Incorporated and Lakewood Group LLC, dated January 16, 2007*
10.3	Stock Purchase Agreement by and between Innofone.com, Incorporated, Alex Lightman and Lakewood Group LLC, dated January 16, 2007*

* 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~~January 1217, ~~2006~~2007

EXHIBIT INDEX

Exhibit Number	Description
10.1*	Form of Promissory Note issued to Mr. Lawrence Hughes, dated September 7, 2006

Filing Compare · INNOFONE COM INC