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

~~March~~June 1926, 2007

Date of Report (Date of earliest event reported)

INNOFONE.COM, INCORPORATED

(Exact name of ~~Company~~registrant as specified in its charter)

1431 Ocean Ave., Suite 1100

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

Santa Monica, CA 90401

1431 Ocean Avenue, Suite 1100

Santa Monica, CA 90401

(Address of principal executive offices, including zip code)

~~Company~~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 ~~Company~~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))

~~This Form~~ITEM 8-K and other reports filed by the Company from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management4. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements02. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. 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. Risk factors, cautionary statements and other conditions which could cause the Company's actual results to differ from management's current expectations are contained in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forwardNON-~~looking~~RELIANCE ~~statement~~ON toPREVIOUSLY ~~reflect~~ISSUED ~~events~~FINANCIAL ~~or circumstances~~STATEMENTS ~~that~~OR ~~may~~A ~~arise~~RELATED ~~after~~AUDIT ~~the~~REPORT ~~date~~OR ofCOMPILED ~~this~~INTERIM ~~filing~~REVIEW.

~~ITEM~~Innofone.com, ~~8.01~~Incorporated ~~OTHER~~(the ~~EVENTS~~“Company”) has concluded that certain of the Company’s previously issued financial statements should no longer be relied upon because of an error in such financial statements resulting from unknown facts that existed at the time the financial statements were prepared.

OnAs ~~March 19,~~ disclosed ~~2007,~~in ~~Innofone.com, Incorporated (~~the “Company”)’s ~~filed~~Current aReport ~~complaint~~on inForm ~~the United~~8-K ~~States~~filed ~~District~~on ~~Court~~March 22, ~~Central~~2007, the ~~District~~Company ofis ~~California,~~suing ~~against~~ Cogent Capital Financial, LLC, Cogent Capital Investments, LLC, Cogent Capital Group, LLC, 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 2, 2006, and related agreements and amendments (altogether, the “~~Swap Transaction~~Cogent ~~Documents~~ Litigation”). The Swap Transaction was disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2006. The Company is suing the Cogent Defendants for, among other things, negligent misrepresentation and rescission of the Swap Transaction Documents based on illegality, fraud or mistake. The Company is suing the Escrow Agent in order to obtain complete relief 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 an escrow agreement underlying the Swap Transaction.

~~The~~As ~~Company~~ a condition isprecedent ~~suing~~to the ~~Cogent~~closing ~~Defendants for: (i) violation~~ of ~~Section 10(b) of~~ the ~~Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, (ii) rescission of the~~ Swap Transaction ~~Documents based on illegality~~, ~~(iii) rescission of~~ the ~~Swap~~Cogent Defendants ~~Transaction~~agreed ~~Documents~~to ~~based~~deposit onU.S. ~~fraud~~Treasury orNotes ~~mistake, (iv) negligent misrepresentation,~~ and ~~(v)~~Strips ~~declaratory~~with ~~relief~~a market value on the ~~Swap~~date ~~Transaction and~~preceding ~~Swap Transaction Documents. The Company is suing~~ the ~~Escrow~~date ~~Agent~~of ~~solely in order~~delivery to ~~obtain complete relief in~~ the ~~action because the~~ Escrow Agent ~~is holding~~of ~~stocks,~~at ~~bonds, and cash which the Company and Cogent Defendants~~least ~~deposited with it pursuant to an escrow agreement underlying the Swap~~ $50 ~~Transaction.~~ million ~~The Swap Transaction was premised on the Securities and Exchange Commission~~ (the “~~Commission~~Treasury Bonds”) ~~approving~~into anescrow ~~effective~~with ~~registration statement for~~ the ~~Company’s~~Escrow ~~stock~~Agent. ~~The~~Since ~~complaint alleges that during the negotiations of the Swap Transaction~~closing, ~~the Cogent Defendants emphatically assured the Company~~ ~~that~~ the ~~Commission~~Treasury ~~had~~Bonds ~~approved~~have ~~these~~been ~~types~~disclosed ofas ~~transactions~~an ~~before,~~asset ~~that~~on ~~they had~~ the ~~experience~~Company’s ~~to structure this transaction so that the Commission would~~financial ~~approve~~ statements ~~the~~because ~~registration of~~ the ~~shares,~~Company and ~~that~~its ~~they~~advisors ~~had~~received ~~been~~written ~~successful~~confirmation ~~on prior~~ from ~~occasions. As of~~ the ~~date~~Escrow ofAgent ~~the~~that ~~Company’s complaint, however,~~ the ~~Commission~~ ~~has~~Treasury ~~repeatedly~~Bonds ~~refused~~were todelivered ~~approve~~into ~~the~~escrow. ~~registration of the Swap~~In ~~Transaction securities~~ addition, as a ~~result~~UCC-1 offinancing ~~the~~statement ~~existence~~was ofplaced ~~serious~~against ~~questions about what~~ the ~~Commission~~Treasury ~~views as the fundamentally flawed structure and substance~~Bonds of in ~~the~~ favor ~~transaction.~~of ~~Despite our recent and repeated requests to the~~ Cogent ~~Defendants~~ toCapital ~~accept~~at ~~the~~execution ~~Commission’s~~of ~~position on~~ the Swap Transaction ~~and rescind~~on ~~the~~or ~~transaction,~~about ~~the Cogent Defendants have refused to reasonably~~June ~~engage in a plan to do so~~ 2, ~~and insist on the Company continuing to pay interest~~ ~~and fees on bonds it can never access in the manner contemplated by the Swap Transaction~~ 2006. ~~The Company filed its complaint against the Cogent Defendants alleging the above claims.~~

AsDuring ~~what appears~~ the tocourse beof ~~a response to~~ the ~~Company’s~~Cogent ~~complaint~~Litigation, ~~on March 19~~however, ~~2007~~counsel ~~two~~for of the ~~Cogent~~Escrow ~~Defendants,~~Agent informed ~~Cogent~~the ~~Capital~~Company ~~Financial,~~by ~~LLC~~letter ~~and~~dated ~~Cogent~~June ~~Capital Investments~~14, ~~LLC~~2007 (that the ~~“Cogent~~$50 ~~Entities”),~~million ~~filed a Summons With Notice~~ in ~~the~~ ~~Supreme~~ treasury ~~Court~~bonds ofwere ~~New~~not ~~York,~~deposited ~~County~~into ofescrow, ~~New~~but ~~York~~instead ~~(“Summons”),~~were ~~giving~~deposited ~~notice~~into one of ~~their~~ ~~claim~~Cogent’s ~~that~~accounts ~~the~~at ~~Company~~Investors ~~breached~~Bank. ~~the~~Subsequently, ~~Securities~~on ~~Purchase~~or ~~Agreement~~around ~~and ISDA 2002~~June ~~Master Agreement~~25, ~~as amended~~ 2007, ~~underlying~~ the ~~Swap~~Escrow ~~Transaction.~~Agent ~~The~~amended ~~Cogent Entities,~~its ~~however,~~answer ~~have~~to ~~not~~the ~~filed~~Company’s ~~a formal~~ complaint. ~~The Summons states~~denying that the ~~Cogent~~Treasury ~~Entities~~Bonds ~~intend~~were toplaced ~~take action to seek declaratory relief, interest and monetary damages~~ in ~~an amount to be determined~~escrow.

~~Although~~Given we the above, ~~hope~~the toCompany ~~resolve~~is ~~this~~now ~~matter~~uncertain inof anthe ~~amicable~~status ~~fashion,~~of wethe ~~are~~Treasury ~~demanding~~Bonds, ~~pursuant~~whether title has been transferred to ~~our~~any ~~complaint~~other ~~that~~party on the ~~Cogent~~Treasury ~~Defendants~~Bonds, ~~rescind~~whether the Treasury Bonds remain at the ~~Swap~~Escrow ~~Transaction Documents~~Agent, ~~and~~whether the Treasury Bonds are ~~seeking~~or were inever ~~excess~~legally oftitled ~~$25~~to the Company,~~000,000~~ or whether the Treasury Bonds have been isolated in a collateral account beyond the reach of the Cogent Defendants. ~~damages~~ Our investigation continues pending the Cogent Litigation regarding the Treasury Bonds in general.

2The Company's management has discussed with the Company's independent registered public accounting firm the matters disclosed in this Current Report on Form 8-K pursuant to Item 4.02(a). After discussing these matters with its advisors, independent registered public accounting firm, and the staff of the Securities and Exchange Commission, the Company concluded on June 26, 2007 that certain of the Company’s previously issued financial statements should no longer be relied upon because of an error in such financial statements resulting from the unknown facts regarding the Swap Transaction and related $50 million in Treasury Bonds that existed at the time the financial statements were prepared. The financial statements and years or periods covered that should no longer be relied upon are as follows: (i) Form 10-KSB for the year ended June 30, 2006; (ii) Form 10-QSB for the quarter ended September 30, 2006; (iii) Form 10-QSB for the quarter ended December 31, 2006; and Form 10-QSB for the quarter ended March 31, 2007 (collectively, the “Financial Statements”).

Pending the 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 Bonds. 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.

SIGNATURES

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

Date: March 22, 2007
	INNOFONE.COM, INCORPORATED
	By:	/s/ Alex Lightman
June 28, 2007	By:	/s/ Alex Lightman
		Alex Lightman Chief Executive Officer and President
		Alex Lightman Chief Executive Officer, President and Principal Financial Officer

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