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
19, 2007
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of Company as specified in its charter)
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Nevada
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0-31949
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98-0202313
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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1431
Ocean Avenue, Suite 1100
Santa
Monica, CA 90401
(Address
of principal executive offices, including zip code)
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 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))
This
Form 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 management. 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
statements. 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 forward-looking statement to reflect events or
circumstances that may arise after the date of this filing.
ITEM
8.01 OTHER EVENTS.
On
March
19, 2007, Innofone.com, Incorporated (the “Company”) filed a complaint in the
United States District Court, Central District of California, 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 (the “Swap Transaction
Documents”). 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: (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 Transaction Documents based on fraud or mistake, (iv)
negligent misrepresentation, and (v) declaratory relief on the Swap Transaction
and Swap Transaction Documents. The Company is suing the Escrow Agent solely
in
order to obtain complete relief in the action because the Escrow Agent is
holding stocks, bonds, and cash which the Company and Cogent Defendants
deposited with it pursuant to an escrow agreement underlying the Swap
Transaction. The Swap Transaction was premised on the Securities and Exchange
Commission (the “Commission”) approving an effective registration statement for
the Company’s stock. The complaint alleges that during the negotiations of the
Swap Transaction, the Cogent Defendants emphatically assured the Company
that
the Commission had approved these types of transactions before, that they
had
the experience to structure this transaction so that the Commission would
approve the registration of the shares, and that they had been successful
on
prior occasions. As of the date of the Company’s complaint, however, the
Commission has repeatedly refused to approve the registration of the Swap
Transaction securities, as a result of the existence of serious questions
about
what the Commission views as the fundamentally flawed structure and substance
of
the transaction. Despite our recent and repeated requests to the Cogent
Defendants to accept the Commission’s position on the Swap Transaction and
rescind the transaction, the Cogent Defendants have refused to reasonably
engage
in a plan to do so, 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. The Company filed its complaint against the Cogent Defendants
alleging the above claims.
As
what
appears to be a response to the Company’s complaint, on March 19, 2007 two of
the Cogent Defendants, Cogent Capital Financial, LLC and Cogent Capital
Investments, LLC (the “Cogent Entities”), filed a Summons With Notice in the
Supreme Court of New York, County of New York (“Summons”), giving notice of
their claim that the Company breached the Securities Purchase Agreement and
ISDA
2002 Master Agreement, as amended, underlying the Swap Transaction. The Cogent
Entities, however, have not filed a formal complaint. The Summons states
that
the Cogent Entities intend to take action to seek declaratory relief, interest
and monetary damages in an amount to be determined.
Although
we hope to resolve this matter in an amicable fashion, we are demanding pursuant
to our complaint that the Cogent Defendants rescind the Swap Transaction
Documents, and are seeking in excess of $25,000,000 in
damages
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company 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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Date:
March 22, 2007
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INNOFONE.COM,
INCORPORATED
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By:
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/s/
Alex Lightman
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Alex
Lightman
Chief
Executive Officer and President
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