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

~~January~~March 171, 2007 (~~January~~March 166, 2007 )

Date of Report (Date of earliest event reported)

INNOFONE.COM, INCORPORATED

(Exact name of ~~registrant~~Company 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 Avenue, Suite 1100

Santa Monica, CA 90401

(Address of principal executive offices, including zip code)

~~Registrant~~Company'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~~Company 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~~This ~~in this Current Report on~~ Form 8-K ~~(including~~and ~~the~~other ~~exhibit)~~reports ~~that~~filed ~~are~~by ~~not~~the ~~purely historical~~Company ~~facts,~~from ~~including~~time ~~statements~~to ~~regarding~~time ~~Innofone's~~with ~~beliefs,~~the ~~expectations,~~Securities ~~intentions~~and orExchange ~~strategies~~Commission ~~for~~(collectively the ~~future,~~“Filings”) ~~may~~contain ~~be "~~forward~~-looking~~ ~~statements" under the Private Securities Litigation Reform Act of 1995. All forward-~~looking statements ~~involve a number of risks~~ and ~~uncertainties~~information that ~~could~~ ~~cause~~are ~~actual~~based ~~results~~upon tobeliefs ~~differ materially from the plans~~of, ~~intentions~~ and ~~expectations~~information ~~reflected~~currently inavailable orto, ~~suggested~~the byCompany’s ~~the~~management ~~forward-looking~~as ~~statements.~~well ~~Such~~as ~~risks~~estimates and ~~uncertainties~~assumptions ~~include,~~made ~~among~~by ~~others,~~the ~~introduction~~Company’s ofmanagement. ~~products~~When used in the ~~a timely~~Filings ~~fashion,~~the ~~market~~words ~~acceptance~~“anticipate”, of“believe”, ~~new products~~“estimate”, ~~cost increases~~“expect”, ~~fluctuations~~“future”, in“intend”, ~~and~~“plan” ~~obsolescence~~or the negative of ~~inventory,~~these ~~price~~terms and ~~product~~similar ~~competition,~~expressions ~~availability~~as they ~~of labor~~relate ~~and~~to ~~materials,~~the ~~development~~Company ofor ~~new~~the ~~third-party~~Company’s ~~products~~management ~~and~~identify ~~techniques~~forward looking ~~that render~~statements. ~~Innofone’s~~Such ~~products~~statements ~~obsolete,~~reflect ~~delays~~the incurrent ~~obtaining~~view ~~regulatory~~of ~~approvals,~~the Company with respect ~~potential~~to ~~product~~future ~~recalls~~events and ~~litigation.~~are ~~Risk~~subject ~~factors~~to risks, ~~cautionary~~uncertainties, ~~statements~~ assumptions and other factors ~~conditions~~relating ~~which~~to ~~could~~the ~~cause Innofone'~~Company’s ~~actual~~industry, operations and results toof ~~differ~~operations ~~from management's~~and ~~current~~any ~~expectations~~businesses ~~are~~that ~~contained~~may inbe ~~Innofone's~~acquired ~~filings~~by ~~with~~the Company. Should one or more ~~the~~of ~~Securities~~these ~~and~~risks ~~Exchange~~or ~~Commission.~~uncertainties ~~Innofone~~materialize, ~~undertakes~~or noshould ~~obligation~~the tounderlying ~~update~~assumptions ~~any~~prove ~~forward-looking~~incorrect, ~~statement~~actual toresults ~~reflect~~may ~~events~~differ orsignificantly ~~circumstances~~from ~~that~~those ~~may arise~~anticipated, ~~after~~believed, ~~the~~estimated, ~~date~~expected, ofintended ~~this~~or ~~filing~~planned.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On ~~January 16~~March 1, 2007, Innofone.com, Incorporated (the “Company” ~~or “Innofone”~~) ~~issued~~ aamended two promissory ~~note to Lakewood Group LLC (“Lakewood”) in the principal~~notes ~~amount~~respectively ofdated $1July 10,~~000,000~~ ~~for~~2006 ~~the~~and ~~purchase~~July ~~price of $800~~14,~~000~~ 2006 (the “~~Note~~Notes”). ~~The Maturity~~issued ~~Date~~by of the ~~Note is September 16, 2007. Cash amortizing payments of~~ ~~the outstanding~~Company ~~principal~~to ~~amount~~55 ofSouth ~~the~~Investments ~~Note commence on~~ (the ~~fifth month anniversary date of the Note and on the same day of each month thereafter (each a~~ “~~Repayment Date~~Holder”). ~~until~~The ~~the~~Notes ~~principal~~were ~~amount~~disclosed ~~has been repaid~~ in ~~full. On each Repayment~~the ~~Date, the~~ Company’s ~~shall~~Current ~~make~~Reports ~~payments~~on toForm ~~Lakewood in the amount of twenty~~8-~~five percent~~K ~~(25%)~~filed ofwith the ~~principal~~Securities ~~amount,~~ and ~~any other amounts. In the event~~Exchange ~~of default~~Commission byon ~~the~~July ~~Company~~13, ~~the~~2006 ~~Company~~and ~~will~~July be required to pay interest on the principal amount equal to fifteen percent (15%) per annum (calculated on a 360 day year). The Company has the option to prepay the Note in an amount equal to 110% of the purchase price19, no2006 ~~sooner than thirty (30) days from the Note issuance date~~respectively. ~~Further,~~Capitalized ~~in the event that the Company raises funds from the~~terms ~~sale of~~used ~~debt~~but ~~instruments,~~not ~~equity~~defined ~~instruments or instruments convertible into equity~~ in ~~excess~~this ofReport ~~$2,500,000 of gross proceeds (“Excess Proceeds”), then the Maturity Date of the Note with respect to an amount of principal amount equal to the Excess Proceeds~~ shall behave ~~automatically accelerated to~~ the ~~fifth~~meanings ~~business~~set ~~day after~~forth ~~the~~in ~~date~~ the ~~Company receives the actual or beneficial Excess Proceeds~~ ~~and the Company must use such Excess Proceeds to pay amounts payable under this Note~~Notes.

InPursuant ~~connection~~to ~~with~~each ~~the~~amendment, ~~issuance~~repayment of the ~~Note~~Principal by the Company to the Holder shall occur in monthly installments from July 1, Mr2007 to December 1, 2007 according to a set Repayment Schedule. ~~Alex~~As ~~Lightman~~allocated in the Repayment Schedule, the Company’s ~~President~~will also pay (i) simple interest on the unpaid portion of the Principal at a rate of 12% per annum and ~~Chief~~(ii) ~~Executive~~a ~~Officer~~loan origination and due diligence fee of 8% of the full original Principal. In addition, pursuant to each amendment, any of the following shall be considered an Event of Default: (i) ~~pledged,~~any ~~pursuant~~failure of the Company to smake ~~Stock~~payment ~~Pledge~~required under the Note, (ii) any failure of the Company ~~Agreement~~to pay the Principal in full by December 1, 42007,~~000,000~~ ~~shares~~(iii) ofany ~~his~~failure ~~common~~of ~~stock~~the Company to ~~Lakewood~~make asany ~~security~~payments ~~for~~in full in accordance with the Repayment Schedule within 10 days of any such payment due date, or (iv) the termination by the Company of the Employment Agreements of either Alex Lightman or Gerard Casale, at any time prior to the Company’s ~~obligation~~full ~~under~~satisfaction of the Note;, ~~and~~unless ~~(ii)~~such termination ~~guaranteed,~~is ~~pursuant~~made toat athe election of either such employee. Upon the occurrence ~~Guaranty~~of any Event of Default, all ~~obligations~~outstanding ~~under~~principal, interest and fees payable by the ~~Note~~Company shall automatically become immediately due and ~~Subscription~~payable without ~~Agreement~~notice, and the Company shall, immediately and without notice, register one million shares of Innofone Stock for resale.

AThe ~~copy~~foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by reference to the ~~Note,~~full ~~Subscription~~text ~~Agreement~~of ~~and~~each ~~Stock~~amendment, copies ~~Purchase~~of ~~Agreement~~which are filed ~~herewith~~ as ~~Exhibits~~exhibits ~~10.1,~~to ~~10.2~~this Current Report on Form 8-K and incorporated ~~10.3,~~by ~~respectively~~reference herein.

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.

(ad) ~~FINANCIAL STATEMENTS OF BUSINESS ACQUIRED~~Exhibits.

Not applicable.

Exhibit Number		Description

10.1		Amendment to July 10, 2006 Promissory Note Issued to 55 South Investments
10.2		Amendment to July 14, 2006 Promissory Note Issued to 55 South Investments

~~(b) PRO FORMA FINANCIAL INFORMATION.~~2

Not applicable.

Exhibit Number	Description
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~~Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 6, 2007


	INNOFONE.COM, INCORPORATED

	By:	/s/ Alex Lightman
		Chief Executive Officer and President

~~January 17, 2007~~3

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