UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

~~The~~July ~~Securities~~24, ~~Exchange Act of 1934~~2007

Date of Report (Date of earliest event reported)~~: July 2, 2007 (June 26, 2007)~~

INNOFONE.COM, INCORPORATED ~~(Exact name of registrant as specified in its charter)~~

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

(Exact name of registrant as specified in its charter)

1431 Ocean Ave., Suite 1100 Santa Monica, CA	90401
Nevada	0-31949	98-0202313
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

~~Registrant’s~~1431 ~~telephone~~Ocean ~~number~~Ave., ~~including~~Suite ~~area code: (310) 458-3233~~1100

~~(Former name or former address~~Santa Monica, ifCA ~~changed since last report.)~~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 obligation 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~~CRF 240.14d-2(b))

o Pre-commencement ~~communications~~communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Forward~~ITEM ~~Looking~~1.01 ~~Statements~~ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~This~~In ~~Form~~this ~~8-K and other reports filed by Innofone.com~~discussion, ~~Incorporated~~unless ~~(the~~otherwise “Registrant” or “Company”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs ofspecified, ~~and~~all ~~information~~references ~~currently available~~ to, ~~the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words~~ “~~anticipate~~we”, “~~believe~~us”, ~~“estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms~~ and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of the Registrant’s Form 10-KSB entitled “~~Risk Factors~~our”~~) relating to the Registrant’s industry, the Registrant’s~~ ~~operations~~mean ~~and results of operations and any businesses that may be acquired by the Registrant~~Innofone. ~~Should one or more of these risks or uncertainties materialize~~com, or ~~should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned~~Incorporated.

~~Although~~All ~~the~~dollar ~~Registrant~~amounts ~~believes~~refer that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to ~~update~~US ~~any~~dollars ofunless ~~the~~otherwise ~~forward-looking statements to conform these statements to actual results~~indicated.

~~Item~~We have entered 2into a Software License Agreement and Stock Issuance and Registration Rights Agreement on July 23, 2007 with Semotus Solutions, Inc.04 ~~Triggering~~(“Semotus”), relating ~~Events~~to ~~That~~Semotus' ~~Accelerate~~issuance orto ~~Increase~~us of a ~~Direct~~royalty ~~Financial~~free ~~Obligation~~license of the Semotus "HipLinkXS" and "Clickmarks" software applications (the “Agreement”). We agreed to issue to Semotus $3,750,000 of our restricted common stock ("Stock"), with certain demand and piggyback registration rights at a price we calculate as $0.19 per share as consideration for the issuance of the Agreement. Additionally, there is a post-closing purchase price adjustment on such Stock should the Stock decrease to a price lower than $3.750,000 in aggregate value. However, the price adjustment is effective only upon our moving forward with certain future transactions with Semotus, as described below. Furthermore, we have the right to repurchase the Stock in cash for $3,750,000, for a period of one year, should the future transactions not be completed.

OnAs ~~June~~a part ~~26,~~of ~~2007~~the Agreement, ~~Innofone.com~~Semotus has granted us an option to buy certain Semotus assets, ~~Incorporated~~including (the ~~“Company”)~~Hiplinkxs ~~received~~and aClickmarks ~~notice~~software ~~that~~application ~~the~~products, ~~Company~~the ~~was~~complete ~~deemed~~terms ~~delinquent~~and inconditions ~~making~~of awhich ~~$250,000~~have ~~payment~~not toyet ~~Lakewood~~been ~~Group,~~fully defined ~~LLC~~or agreed upon (~~“Lakewood”~~"Asset Sale"). ~~that~~At ~~was~~a ~~due by June 25~~minimum, ~~2007~~our ~~(“Non-Payment”)~~acquisition ~~pursuant~~of tosuch assets in the ~~terms~~Asset ofSale would require a ~~note~~payment ~~issued~~of by$250,000 ~~the~~and ~~Company~~a toconvertible ~~Lakewood~~note ~~dated~~due ~~January~~in favor ~~12,~~of ~~2007~~Semotus for ~~the principal~~ ~~amount~~$500,000. ofAdditionally, we must have at least $1,000,000 in operating (capital available prior to the ~~“Note”).~~close ~~The~~of ~~Note~~the ~~and~~Asset ~~related~~Sale. ~~transaction~~Such a ~~documents~~transaction ~~were~~would ~~disclosed~~also inrequire ~~the~~approval by each Company’s ~~Current~~Boards ~~Report~~of onDirectors, the ~~Form~~American ~~8-K~~Stock ~~filed~~Exchange ~~with~~and Semotus shareholders as required. We have 90 days to complete the ~~Securities~~Asset ~~and~~Sale ~~Exchange~~from ~~Commission~~the ondate ~~January~~of ~~16,~~the ~~2007~~Agreement.

~~Pursuant~~If tothe Asset ~~Section~~Sale ~~3.1~~transaction ofis ~~the Note~~effectuated, ~~the~~we ~~Non-Payment~~will isthen have a ~~default~~right ~~event~~of ~~and triggered~~first ~~all sums~~refusal ~~payable~~to ~~under~~merge ~~the~~with ~~Note~~Semotus, tothe becomplete ~~immediately~~terms ~~due~~and atconditions ~~Lakewood’s~~of ~~option.~~which ~~Pursuant~~have tonot ayet ~~Guaranty~~been ~~entered~~fully ~~into~~defined byor ~~Alex~~agreed ~~Lightman,~~upon. ~~for~~This ~~the~~right ~~benefit~~ of ~~Lakewood,~~first ~~and~~refusal will ~~dated~~last for ~~January~~a ~~12,~~period ~~2007,~~of ~~our~~90 ~~Chief~~days ~~Executive~~from ~~Officer,~~the Mrclosing of such Asset Sale. ~~Lightman~~To iseffect ~~liable~~such ~~for~~a ~~all~~merger, ~~sums~~we ~~due~~must ~~under~~have ~~the~~a ~~Note.~~net Inshareholder ~~the~~value ~~notice,~~of ~~Lakewood~~at ~~demanded~~least ~~immediate~~$4,000,000 ~~payment~~and operating cash of $12,000,000 ~~from~~in Mrorder to qualify. ~~Lightman~~In addition, the merger must be approved by the Board of Directors of both companies, the American Stock Exchange and each company's shareholders.

~~Pursuant~~The toforegoing adescription ~~Stock~~of ~~Pledge~~the Agreement ~~between~~is ~~Alex~~qualified ~~Lightman~~in ~~and~~its ~~Lakewood,~~entirety ~~dated~~by ~~January~~reference ~~12, 2007 (“Stock Pledge Agreement”), which was entered into in connection with the Note, Mr. Lightman pledged~~ to ~~Lakewood 4,000,000 restricted shares of~~ the ~~Company’s~~ ~~common~~full ~~stock,~~text ~~par value $0.001 (“Pledged Stock”). Section 5(a)~~ of the ~~Stock~~ ~~Pledge~~ Agreement ~~provides that~~, inwhich ~~the~~is ~~event~~attached ofhereto ~~Non-Payment,~~as ~~Lakewood~~Exhibits 2.1 ~~may~~and ~~sell the Pledged Stock~~2. ~~On June 26~~2, ~~2007,~~incorporated ~~Lakewood~~herein ~~provided the Company with notice that, five business days after receipt of the notice~~ by ~~the Company, Lakewood will commence selling the Pledged Stock pursuant to the Stock Pledge Agreement~~reference.

~~Item~~On July 924, 2007, Semotus issued a press release with respect to this License Agreement.01 ~~Financial~~A ~~Statements~~copy of the press release is attached hereto as Exhibit 99.1 and ~~Exhibits~~is incorporated herein by reference.

~~(c)~~ITEM 9. FINANCIAL ~~Exhibits~~STATEMENTS AND EXHIBITS.

~~Exh.~~(a) ~~No.~~Financial ~~Description~~Statements of Business Acquired

10Not applicable.~~1 Guaranty signed by Alex Lightman, dated January 12, 2007.~~

~~10.2~~(b) ~~Stock~~Pro ~~Pledge~~Forma ~~Agreement,~~Financial ~~between Alex Lightman and Lakewood Group, LLC, dated January 12, 2007.~~Information

Not applicable.

(c)

Exhibits. The following exhibits are filed with this report:

Exhibit Number	Description

2.1	Software License Agreement by and among Semotus Solutions, Inc. and Innofone.com Incorporated dated July 23, 2007.

2.2	Stock Issuance and Registration Rights Agreement by and among Semotus Solutions, Inc. and Innofone.com Incorporated dated July 23, 2007.

99.1	Press Release of Semotus Solutions, Inc. issued on July 24, 2007.

SIGNATURES

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

	INNOFONE.COM, INCORPORATED
	(Registrant)
Date: July 2, 2007
	/s/ Alex Lightman
	Alex Lightman, Chief Executive Officer


	INNOFONE.COM, INCORPORATED

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

July 26, 2007

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