**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





x**ANNUAL REPORT UNDER
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE**


**ACT
      OF 1934**





**FOR
      THE FISCAL YEAR ENDED JUNE 30, 2005**





o**TRANSITION REPORT UNDER
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE**


**ACT
      OF 1934**





**FOR
      THE TRANSITION PERIOD FROM ______________
      TO________________**





*COMMISSION
      FILE NO. 0-31949*





**INNOFONE.COM,
      INCORPORATED**


(NAME
      OF
      SMALL BUSINESS ISSUER IN ITS CHARTER)




Nevada
            
            98-0202313(STATE
                OR OTHER JURISDICTION
            
            (IRS
                EMPLOYEROF
                INCORPORATION OR ORGANIZATION)
            
            IDENTIFICATION
                NUMBER)




**3470
      Onley-Laytonsville Road, Suite118**


**Olney,
      Maryland 20832**


(ADDRESS
      OF PRINCIPAL EXECUTIVE OFFICES)





(310)
      458-3233


(ISSUER'S
      TELEPHONE NUMBER)





Securities
      registered under Section 12(b) of the Securities Exchange Act


of
      1934,
      as amended ("Exchange Act"): NONE.





Title
      of
      each class name of each exchange on which registered Securities


registered
      under Section 12(g) of the Exchange Act:





COMMON
      STOCK, PAR VALUE $0.001 PER SHARE.





Check
      whether the issuer (1) filed all reports required to be filed under Section
      13
      or 15(d) of the Exchange Act, during the past 12 months (or for such shorter
      period that the Issuer was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.  x Yes  o
      No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).    Yes o   No x


Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of Issuer's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x Yes  o
      No





The
      Issuer had no revenues for the fiscal year ended June 30, 2005. The aggregate
      market value of the voting stock held by non-affiliates of the Issuer based
      upon
      the last sale price of our common stock on October 12, 2005 was approximately
      $32,263,560.50. Shares of common stock held by each executive officer and
      director and by certain persons who own 5% or more of the outstanding common
      stock have been excluded in that such persons may be deemed to be affiliates.
      This determination of affiliate status is not necessarily a conclusive
      determination for other purposes.





Number
      of
      shares outstanding of Issuer's common stock, $0.001 par value, outstanding
      on
      October 11, 2005: 61,388,270.





Documents
      Incorporated by Reference: NONE





Transitional
      Small Business Disclosure Format (Check one): Yes o; No x





Table
          of Contents





TABLE
      OF CONTENTS


PART
                IItem
                1. Business
            1Item
                2. Description of Property
            6Item
                3. Legal Proceedings
            6Item
                4. Submission of Matters to a Vote of Security Holders
            6PART
                IIItem
                5. Market for Common Equity and Related Stockholder
                Matters
            7Item
                6. Management's Discussion and Analysis of Financial
                Condition or Plan of Operation.
            8Item
                7. Financial Statements
            11Item
                8. Changes in and Disagreements With Accountants on
                Accounting and Financial Disclosure .
            12Item
                8A. Controls and Procedures
            12PART
                IIIItem
                9. Directors, Executive Officers, Promoters and Control
                Persons; Compliance With Section 16(a) of the Exchange Act
            13Item
                10. Executive Compensation
            14Item
                11. Security Ownership of Certain Beneficial Owners
                and Management and Related Stockholder Matters
            15Item
                12. Certain Relationships and Related Transactions
            16Item
                13. Exhibits and Reports on Form 8-K
            17Item
                14. Principal Accountant Fees and Services
            18Signatures
            19








Table
          of Contents





**PART
      I**





**ITEM
      1. BUSINESS**





**History**





On
      August
      8, 2005, Innofone.com, Incorporated (“Innofone,” the “Company,”“we,”“us” and
“our”) entered into a stock purchase agreement with Mr. Alex Lightman, our
      President and Chief Executive Officer, to purchase the total issued and
      outstanding shares of IPv6 Summit Inc. (“IPv6 Summit”), an entity engaged in
      developing new technology referred to as Internet Protocol version 6. Pursuant
      to the agreement, on October 12, 2005 we issued to Mr. Lightman a promissory
      note in the principal amount of $1,000,000 with interest at the rate of four
      percent (4%) per annum and issued to him approximately 33,333,000 shares of
      our
      restricted common stock in exchange for 100% of the issued and outstanding
      shares of IPv6 Summit. As a result of the stock purchase agreement, IPv6 Summit
      became a wholly owned subsidiary of the Company. Prior to this acquisition,
      we
      operated as a holding company for companies involved in technology and financial
      services.





**Overview**





The
      Internet as we know it today is based on Internet Protocol version 4, more
      commonly referred to as IPv4, a 32-year-old protocol. The IPv4 Internet is
      beginning to receive a major upgrade, with a new format for packets of data
      called Internet Protocol version 6, or IPv6. IPv6, sometimes called The New
      Internet, presents many new business opportunities, in roughly the same manner
      that the existing Internet did when it first hit the mainstream in the
      mid-1990s. The first major customers for the New Internet in the US are the
      Department of Defense, which in June 2003 mandated transition that would make
      it
“IPv6-capable” by 2008, and the Office of Management and Budget, on behalf of
      the Federal Government, which recently also mandated transition to IPv6, and
      the
      hundreds of large companies that supply these two entities. Many, but not all,
      major technology companies have appointed IPv6 points of contact and developed
      IPv6-related marketing messages, including Microsoft, Cisco, Juniper, Nokia,
      Hewlett-Packard and about fifty others in the US.





In
      2005,
      as in 1995, the new Internet market will be seized by first movers that both
      take advantage of the opportunities offered by the new technology and have
      a
      sound business plan to offer needed products and services to the American and
      global markets. It is forecast that the New Internet will see some of the same
      rapid rise as the existing Internet did between 1995 and 2000, quickly growing
      from millions to billions, and potentially trillions of dollars in global
      revenues impacted by the Internet. The Japanese government, for instance, which
      has done a great deal of research into the upcoming IPv6 market, estimates
      the
      market size of IPv6-ready goods/services in the year 2010 to be 170 trillion
      yen, or about $1.55 trillion in US currency





The
      advantages of IPv6 over the existing protocol are significant can be summarized
      as “security, mobility, and ad hoc networking.” These advantages are described
      in many articles and in over 244 presentations posted at http://www.usipv6.com ,
      one of
      our company websites. In summary, some of the major new features
      are:





a)
            A
                vast increase of trillions of trillions of Internet addresses, resulting
                in what will seem to be almost unlimited Internet Protocol (IP) address
                availability, which will enable each customer to have many such addresses,
                inexpensively - for cell phones, game consoles, home appliances,
                consumer
                electronics and automobiles (getting such addresses with today’s Internet
                is difficult, and costly in most parts of the
                world);


b)
              More
                  secure wired and wireless communications (this is one reason the
                  military
                  has mandated this protocol, to send top secret information) in
                  part
                  because greater identity is possible with more
                  addresses;


c)
            Mobile
                wireless online access (this is more difficult to do with
                IPv4);


d)
              Television
                  and voice over the Internet, or VoIP (very difficult and expensive
                  to do
                  well with IPv4 without multicast);


e)
              The
                  online connection of many wireless devices, such as security cameras.
                  Some
                  forecasts estimate over one trillion Internet connected devices
                  by 2015,
                  an impossibility with only IPv4 platform;
                  and


f)
            Online
                connection of smart tags such as Radio Frequency Identification (RFID),
                which could enable tracking inventory and products as an essential
                part of
                any Enterprise Resource Program
                (ERP).




-1-
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          of Contents




Simply
      put, one of the limitations of today’s Internet is a shortage of addresses, so
      that the hardware or software equivalents of “middle men” are put into the
      system to let many people use one address, not unlike the old telephone party
      lines, where many people had the same “number,” and everyone could listen in.
      The party line system had the advantage that a lot of people could be connected
      with few switched lines, but led to problems, such as lack of security. There
      was no way to assure that one person would be speaking with only one person
      at
      the other end. When every phone user got his/her own address, it led to many
      great new capabilities - such as privacy, the ability to deliver new services
      such as telefax messages to a particular person, and the ability to go mobile
      with cell phones, and caller ID, which enabled people to screen their calls,
      accepting only those they wanted to at that moment.





Similarly,
      the New Internet will give everyone his or her personal address (or thousands
      of
      them, as needed), which enables the potential for “end-to-end” connectivity.
      Each individual can know for certain who the specific receiver at the other
      end
      is, and this allows the system to check for service quality, and allows much
      easier mobile use and roaming, as well as multiple layers of individual security
      measures rather than today’s “Maginot Line” style firewalls or Network Address
      Translation, which offer little protection once a hacker has broken through
      the
      protective wall. The difference between the New Internet and the existing one
      is
      thought by some to be as dramatic as the difference between the phones with
      individual numbers that we have today and the phones with party lines of
      yesteryear.





The
      Company offers three related services that are relevant to the New Internet:
      consulting, training and conference management. The Company has deep expertise
      in these three areas. The Company hopes to expand these services at a strategic
      time, when they are badly needed, and before entrenched competition arises,
      as
      the Company believes it inevitably will.





The
      Company will offer and manage these services from two corporate offices, the
      Managing Office in Santa Monica, California (at the Company’s present location),
      and the Eastern Office in Northern Virginia, which will be set up in the fourth
      quarter of 2005.





**Recent
      Developments**





We
      entered into a Securities Purchase Agreement (the “Agreement”) with four
      accredited investors on August 31, 2005 for the sale of (i) $4,500,000 in
      callable secured convertible notes (the “Notes”) and (ii) warrants to buy
      1,000,000 shares of our Common Stock (“Warrants”). Pursuant to the Agreement,
      the investors are obligated to provide us with an aggregate of $4,500,000 as
      follows: (a) $1,500,000 was disbursed on September 1, 2005; (b) $1,500,000
      will
      be disbursed upon the filing of a registration statement covering shares of
      our
      common stock underlying the Notes and Warrants; and (c) $1,500,000 will be
      disbursed upon the effectiveness of the registration statement.





**Consulting
      Division**





Our
      consulting division, directed by our VP of Consulting Services, serves major
      clients that need help with IPv6, especially executives of government agencies
      that suddenly must come up with plans on how to switch to the New Internet,
      and
      have to come up with detailed budgets and plans for doing so. The Company will
      also serve the executive management of the aerospace and IT companies that
      do
      business with the government.





Consulting
      contracts will be either directly with the end client (usually the case with
      public corporations) or, in the case of certain government offices, as
      subcontractor to a company that has an existing “open ordering agreement” with
      such an office, often called a Systems Engineering and Technology Assistance
      (SETA) contract. Companies with broad SETA contracts for many branches of
      government include SAIC, Northrop Grumman, SI International, Titan/L-3 and
      Lockheed Martin. Working within an ongoing SETA contract with the government
      has
      the benefit that contracts can be let without the time consuming task of issuing
      solicitations for required work (by the clients) and generating proposals (by
      the Company). The Company and its officers are very familiar with this process,
      and the Company has consulted to clients both directly and as a subcontractor
      to
      other companies. The Company will attempt to obtain its own open ordering
      agreement contracts, both via SETAs and by getting onto the Government Services
      Administration (GSA) schedule; the Company anticipates that both of these will
      take 1-2 years to complete.




-2-
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          of Contents





An
      important part of the consulting process will be identifying potential clients
      that need training, and recommending them to the Company’s Training Division.
      Likewise, the consultants will promote the Company’s conferences and other
      services, as will all of its employees.





In
      addition to conducting presentations and briefings, both on-site at customer
      facilities and off-site at hotels and other facilities the Company may rent
      space in, the consultants will also recommend various products, such as
      Panasonic IPv6-enabled video cameras for security, that may be available for
      sale on the Company’s website. At present and subject to change, our plan is
      that the Company’s role will be purely that of a pass-through; it will not
      conduct the sale, shipping or customer support of these products. Although
      it
      will receive a commission on sales, the Company’s main interest for the products
      available on its website will be the convenience of the customer. There will
      usually be several brands of an IPv6 product available on the website, so that
      the Company does not show favoritism to one supplier (and perhaps lose
      competitors as sponsors for its conferences).





The
      consultants will price their services by job or by time. They will deliver
      white
      papers (technical background documents) and reports, as well as videos and
      multimedia presentations. In addition to face-to-face contact with customers,
      the consultants will also generate video presentations of certain basic
      technical materials, and will make these available to remote customer sites.
      All
      consultant work by the Company for the foreseeable future will be unclassified.
      The Company will investigate applying for clearances if necessary for government
      work, and if the additional costs of secured offices, locking safes, etc. can
      be
      justified.





**Headquarters
      in Southern California (Santa Monica, CA)**





Although
      the Company maintained an office in Maryland, we anticipate moving our
      headquarters to Southern California. Our California headquarters shall be
      responsible for the overall management of the Company as well as marketing
      communications and support materials. The Company has an agreement with its
      Corporate Counsel providing that he will, at his option, become the Vice
      President of Business Development by December 31, 2005. It is anticipated that
      the Vice President of Business Development will manage our Santa Monica office.
      Further, the Vice President of Consulting, and when hired, the Vice President
      of
      Business Development will identify and secure consulting opportunities within
      the different customer communities, by phone calls and other communications,
      attending conferences, and advertisements. This office will also house
      consultants for the Southern California customer area, including military bases
      and major aerospace firms such as Northrop Grumman.





**Eastern
      Seaboard Offices (Northern Virginia)**





The
      Vice
      President of Consulting is establishing our Washington, DC area offices. He
      will
      recruit and support appropriate expert consultants for the regional customer
      community, and support them with promotional and other materials. The Eastern
      Office is located nearby Washington, D.C., an area that has a heavy
      concentration of targeted customers, both government offices and companies
      that
      supply Information Technology (IT) products and services to those offices (these
      companies are informally called “Beltway Bandits,” because they tend to have
      very close relationships with the government, and because they are located
      around the highway that circles Washington, D.C., known as the
      Beltway).





This
      office will support the consultant staff for the Eastern United States, and
      will
      be used for meetings with customers. The office suite will have a conference
      room capable of holding 20-30 people, with a projector and large screen, and
      high speed IPv4 and IPv6 Internet connectivity, so that IPv6 capabilities such
      as Television delivered over the Internet (IPTV) and IPv6-enabled video security
      cameras can be demonstrated.





**Training
      Division**





There
      are
      two basic types of training that the company will conduct—executive training
      (including introductions to the technology and outlines of new business
      opportunities) and business management training (including project management,
      and conformance of proposals with IPv6 contractual requirements) and
      technologist, system administration and engineer training (with certificates
      similar to those awarded for Cisco or Microsoft system mastery).




-3-
 Table
          of Contents





The
      Company estimates that the Eastern Office will eventually support a manager
      and
      up to ten training personnel, and the headquarters offices in Santa Monica
      will
      have a manager and up to eight trainers, a combination of employees and
      independent contractors. The Santa Monica Headquarters will coordinate the
      generation of courseware and other training materials, especially during the
      beginning of Year 1 (when basic courseware for classes has to be generated)
      and
      at the beginning of Year 3 (when online courseware will be generated in order
      to
      leverage trainers for a wider audience).





Most
      training courses will be of a one-week duration, but there will also be two-day
      Boot Camps (typically on weekends), and one-day and part-day trainings for
      management and executives.





**Conference
      Management Division**





Conference
      Management will be conducted mainly from the Santa Monica office, with the
      assistance of consultants that are local to conference locations, such as Press
      Relations managers for areas such as Washington, D.C. or Bonn, Germany. In
      addition to expanding the two events in Reston, VA (by adding more materials
      oriented towards upcoming military programs and toward the consumer electronics
      market), the Company plans to add a yearly event in California, which should
      attract the many aerospace and IT companies on the West Coast, as well as the
      military bases in the area.





Additional
      specialized conferences planned for the US will address the market areas of
      NCO
      (Network Centric Operations), RFIDs, Transition to IPv6, Contracts issues,
      and
      Consumer Electronics; they will be held in different cities, including New
      York,
      Chicago, San Jose, Las Vegas, and Washington, D.C.





The
      Company will likely add two overseas events, one for Asia (to be held in Japan,
      Korea, or Singapore), and one for Europe, to be held in Germany (either Bonn
      or
      Berlin are central to NATO, and are only driving distance away for the European
      branches of US military units such as USAREUR, EUCOM, USAFE, for HQ German
      Armed
      Forces (in Bonn), and for major US corporations such as IBM, Hewlett Packard,
      CSC, etc., many of which are in the Frankfurt or Bonn-Cologne area. It may
      prove
      wise to hold conferences in the United Kingdom as well, but this is not as
      central a location for many of the known clients at this time.





**Our
      Corporate Strategy**





The
      strategy of the Company has five thrust areas:





*Conduct
      and publicize the major IPv6 conference.*




The
      goodwill that is being built up at these conferences is key to achieving
      corporate goals. The government and corporate executives who are featured as
      speakers build up goodwill because they have been invited to speak. The audience
      sees the Company as an authority figure and one of the positive, constructive,
      community building leaders in the IPv6 area. The Company gains deep knowledge
      of
      the status of organizations regarding IPv6, and who needs help (such as
      consulting and training), as well as what best practices for IPv6 adoption
      are
      being developed and working in the field. The past conferences have also
      incorporated training sessions, where the Company obtained experience in what
      training was necessary and desired by the community. Finally, the list of
      attendees at the conferences represent a unique database for the Company of
      both
      executives and working-level technologists, as well as marketing and other
      staffers.





*Support
      completion of IPv6 standard.*





The
      Company has a relationship to the IPv6 Association; a neutral body that could
      help formulate and provide input to the issues of what “IPv6-capable” means and
      how it will be implemented, with respect to the IETF and other standards bodies.
      The precise formulation of standards for IPv6 implementation in specific
      applications (such as use in cellphones, wireless video cameras, home appliances
      or video transmission) by an internationally accepted expert group that is
      not
      prone to favor a particular manufacturer is important to the Company in several
      ways. First, such standards must exist and be unambiguous so that the Company’s
      consultants are able to clearly define to clients what specific standards they
      have to get their company to meet. Second, the Training arm of the Company
      must
      have such standards to relate to in order to train its clients to levels that
      are universally understood and accepted, and in order to issue Certificates
      of
      Completion after students have achieved a defined level of
      expertise.




-4-
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          of Contents





*Be
      a
      first mover.*





The
      Company is starting out early in its quest to become the premier
      consulting/training/conference entity in the IPv6 space, in order to hit the
      “golden hour” in 2-3 years when the Company believes IPv6 demand and
      applications will start to really take off in the US (in part because the
      government will be transitioning to IPv6 during this time on a massive basis).
      The Company is seeking to establish a dominate foothold now because the IPv6
      space is not, as of yet, overly populated with competitors. The Company believes
      this prime time period where the market share is ripe for the taking will be
      long gone by the 2010 time period.




*Build
      a solid base, and look for targets of opportunity.*





The
      Company will build a business base of steady growth in a strategic and
      profitable area, and will then acquire a target of opportunity that offers
      fast
      leveraged growth in a related area. Part of this effort will be the support
      of
      the IPv6 industry by promotion (such as Conferences) and by garnering political
      support (such as Congressional Hearings). In this way, the Company will not
      help
      the growth of IPv6, but will have its “hand on the pulse” of the Industry, to
      know what related services will soon be sought very actively.





*Seek
      Growth through Acquisition.*





The
      Company is currently in discussions with parties to make strategic acquisitions
      to augment its business. Current acquisition criteria include, among other
      things: revenue (preferably over $1 million), earnings, and technology and/or
      content related to the Internet that could potentially be enhanced by adding
      IPv6 capabilities.





**Competition**





The
      Company has three major business divisions, all of them related to IPv6
      technology: Consulting (this includes consulting to corporate executives, as
      well as offering IPv6-related equipment from 3 rd parties
      on the Company website), training and conference management. The only other
      company in the US that specializes in IPv6 consulting at present is Native6,
      Inc. of Seattle, which is essentially a small two-man company that we believe
      is
      not financially structured for the sort of growth that the Company anticipates
      (see: http://www.native6.com ).
      The
      chief competitors in IPv6 training are Sunset Learning (which does not
      specialize in IPv6; its main business is Cisco-related training - see: http://www.sunsetlearning.com )
      and
      Native6, Inc. The competitors for IPv6 conferences are: IGI (Information
      Gatekeepers, Inc. - see: http://www.igigroup.com ),
      which
      has recently started to put on small IPv6 technical conferences in the US;
      the
      IPv6 Forum, a loosely organized group based in Luxembourg which supports small
      technical conferences put on worldwide, usually by affiliated local groups
      (for
      instance, its California conference is organized by IGI, mentioned above);
      and,
      Consul Intel, a small company that conducts a yearly IPv6 conference in Spain
      (see: http://www.consulintel.es ).





**Intellectual
      Property**





The
      Company has pending trademark applications with the United States Patent and
      Trademark Office (“USPTO”) for the marks “IPv6 Summit”, “New Internet” and
“North American IPv6 Summit.” The USPTO had issued an office action as of
      September 27, 2005 indicating certain requests for clarification and
      deficiencies and need for amendment of the subject marks. Although the Company
      is confident that such trademarks as filed will be awarded there is no certainty
      that the USPTO will award any of the trademarks as applied for or as may be
      requested in the future.





**Employees**





As
      of the
      date of this prospectus, we have 6 employees. Of these employees, 3 serve in
      management positions as full time employees.




-5-
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          of Contents





None
      of
      our employees are covered by a collective bargaining agreement. We have never
      experienced a work stoppage and we believe that we have satisfactory working
      relations with our employees.





**ITEM
      2. DESCRIPTION OF PROPERTY**





The
      Company does not own any real estate. The company currently rents approximately
      2,000 square feet of space at 1431
      Ocean Ave., Suite 1500, Santa Monica, California 90401. The lease is currently
      on a month-to-month basis and the Company is paying approximately $2,468 for
      four offices.





We
      believe that the premises leased are adequate for our current and near term
      requirements.





**ITEM
      3. LEGAL PROCEEDINGS**





We
      are
      not currently involved in any real or threatened legal proceedings.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





There
      were no matters submitted for stockholders' vote during the fourth quarter
      of
      the fiscal year 2005.





-6-
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          of Contents





**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**





The
      Company's common stock is currently traded on the National Association of
      Securities Dealers Over the Counter Bulletin Board under the symbol “INFN” ("OTC
      Bulletin Board"). The common stock had previously traded on the OTC Bulletin
      Board and was delisted on September 1, 1999. From September 1, 1999 until the
      Company's re-listing on the OTC Bulletin Board on March 27, 2001, its common
      stock traded in the over-the-counter market in the United States.





The
      closing price of The Company's common stock on the OTC Bulletin Board on October
      12, 2005 was $1.15 per share.





The
      price
      ranges of trading in the Company's common stock during the last two fiscal
      years
      and the subsequent interim period are as follows:





2005
            
            High
            
            Low1/1/05
                - 3/31/05
            
            
            .85
            
            
            .854/1/05
                - 6/30/05
            
            
            1.69
            
            
            1.507/1/05
                - 9/30/05
            
            
            2.50
            
            
            2.3620041/1/04
                - 3/31/04
            
            
            2.50
            
            
            2.354/1/04
                - 6/30/04
            
            
            2.50
            
            
            2.357/1/04
                - 9/30/04
            
            
            2.50
            
            
            2.35


As
      of
      October 7, 2005, the Company had issued and outstanding 61,388,270 shares
      of
      common stock, held by approximately 143 holders of record.





There
      have been no cash dividends declared by the Company since its inception.
      Further, there are no restrictions that would limit the Company's ability to
      pay
      dividends on its common equity or that would be likely to do so in the
      future.





The
      source of these high and low prices was the OTC Bulletin Board. These quotations
      reflect inter-dealer prices, without retail mark-up, markdown or commissions
      and
      may not represent actual transactions. The high and low prices listed have
      been
      rounded up to the next highest two decimal places.





The
      market price of our common stock is subject to significant fluctuations in
      response to variations in our quarterly operating results, general trends in
      the
      market for the products we distribute, and other factors, over many of which
      we
      have little or no control. In addition, broad market fluctuations, as well
      as
      general economic, business and political conditions, may adversely affect the
      market for our common stock, regardless of our actual or projected performance.





The
      Company currently has no compensation plans or employee benefit plans.





**Recent
      Sales of Unregistered Securities**





On
      August
      31, 2005, the Company entered into a Securities Purchase Agreement, dated as
      of
      August 31, 2005 (“Agreement”), by and among the Company and AJW Partners, LLC.
      (“Partners”), AJW Offshore, Ltd. (“Offshore”), AJW Qualified Partners
      (“Qualified”) and New Millenium Capital Partners, II, LLC (“Millenium”).
      Partners, Offshore, Qualified and Millenium are collectively referred to as
      the
“Purchasers”. The Agreement provides for the sale by the Company to the
      Purchasers of Secured Convertible Term Notes (the “Notes”) issued by the Company
      in the aggregate principal amount of Four Million Dollars ($4,500,000)
      (“Principal Amount”). The Principal Amount is to be funded by the Purchasers in
      three tranches ($1.5 million on September 1, 2005, $1.5 million upon filing
      the
      Registration Statement and $1.5 million upon effectiveness of the Registration
      Statement). The offering of Notes under the Agreement was made pursuant to
      Section 4(2) of the Securities Act of 1933, as amended. The Notes bear interest
      at 8% per annum, unless the common stock of the Company is greater than $3.50
      per share for each trading day of a month, in which event no interest is payable
      during such month. The Notes are convertible into common stock of the Company
      at
      the lesser of $3.50 or a 30% discount to the average of the three lowest trading
      prices of the common stock during the 20 trading day period prior to conversion.
      In connection with the subject offering, the Company issued an aggregate of
      1,000,000 warrants (333,333 upon each tranche of financing) to purchase common
      stock at a price of $5.00 per share. The warrants are exercisable for a period
      of five years. The conversion of the Notes are subject to an effective
      Registration Statement to be filed by the Company. The Company has the right
      to
      redeem the Notes under certain circumstances and the right to prevent
      conversions in any month where the stock price is less than $3.50 per share.
      The
      Notes are secured by all of the Company’s assets. In connection with the loan,
      Alex Lightman the Company’s President pledged 3,000,000 shares of his common
      stock as additional security. The proceeds of the offering will be used
      primarily for working capital and for repayment of the promissory note issued
      to
      Alex Lightman, our Chief Executive Officer and President. The purchases
      represented to the Company that they are “accredited investors.” No commissions
      were paid in connection with the transaction.





On
      October 12, 2005, in connection with our Stock Purchase Agreement dated August
      8, 2005 we issued securities to Mr. Alex Lightman in exchange for 100% of the
      issued and outstanding shares of IPv6 Summit, Inc. Specifically, we issued
      a
      promissory note to Mr. Alex Lightman, our Chief Executive Officer and President,
      in the principal face amount of $1,000,000. The note bears interest at the
      rate
      of four percent (4%) per annum. Further, we issued Mr. Lightman 33,333,000
      shares of our restricted common stock  (Please see the Item 12.
      Certain Relationships and Related Transactions).





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**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      OR PLAN OF OPERATIONS**





**Forward-Looking
      Statements**





The
      information set forth in Management's Discussion and Analysis of Financial
      Condition and Results of Operations ("MD&A") contains certain
      "forward-looking statements" within the meaning of Section 27A of the Securities
      Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,
      as
      amended, and the Private Securities Litigation Reform Act of 1995, including,
      among others (i) expected changes in the Company's revenues and profitability,
      (ii) prospective business opportunities and (iii) the Company's strategy for
      financing its business. Forward-looking statements are statements other than
      historical information or statements of current condition. Some forward-looking
      statements may be identified by use of terms such as "believes", "anticipates",
      "intends" or "expects". These forward-looking statements relate to the plans,
      objectives and expectations of the Company for future operations. Although
      the
      Company believes that its expectations with respect to the forward-looking
      statements are based upon reasonable assumptions within the bounds of its
      knowledge of its business and operations, in light of the risks and
      uncertainties inherent in all future projections, the inclusion of
      forward-looking statements in this report should not be regarded as a
      representation by the Company or any other person that the objectives or plans
      of the Company will be achieved.





**Overview**





You
      should read the following discussion and analysis in conjunction with the
      Financial Statements in this Form 10-KSB and Notes hereto, and the other
      financial data appearing elsewhere in this Form 10-KSB Report.





The
      Company's revenues and results of operations could differ materially from those
      projected in the forward-looking statements as a result of numerous factors,
      including, but not limited to, the following: the risk of significant natural
      disaster, the inability of the Company to insure against certain risks,
      inflationary and deflationary conditions and cycles, currency exchange rates,
      changing government regulations domestically and internationally affecting
      the
      New Internet, including various taxing authorities, VAT, OSHA, and general
      market conditions, competition and pricing, changes in external competitive
      market factors, termination of certain agreements, protocol, or inability to
      enter into strategic agreements, inability to satisfy anticipated working
      capital or other cash shortage requirements, changes in or developments under
      domestic or foreign laws, regulations, governmental requirements or in the
      IT
      industry, changes in the Company's business strategy or an inability to execute
      its strategy due to unanticipated changes in the market. In light of these
      risks
      and uncertainties, there can be no assurance that actual results, performance
      or
      achievements of the Company will not differ materially from any future results,
      performance or achievements expressed or implied by such forward-looking
      statements.





Innofone.com,
      Incorporated currently maintains an office in Maryland at 3470
      Olney-Laytonsville Rd., Suite 118, Olney, MD 20832. However, the Company is
      in
      the process of completing the relocation of its corporate headquarters to Santa
      Monica, California which the Company anticipates will have been done by the
      fourth quarter of 2005.





The
      Company is currently reviewing and implementing new disclosure controls and
      procedures to ensure that they fully comply with the new Securities Exchange
      Act
      Rules 13a-15 and 15d-15.





The
      Company currently operates one wholly owned subsidiary, IPv6 Summit, Inc.,
      based
      in Santa Monica, California and anticipates seeking certain other strategic
      acquisitions. The Company also anticipates organizing an additional subsidiary
      to be located in Virginia, which will conduct trainings, workshops, and provide
      consulting services.





**Results
      of Operations**





As
      reflected in the Company's statement of operations, the Company has recorded
      some sales for the year from conference attendees, sponsorships, and consulting.
      However, giving effect of the Company’s acquisition of IPv6 Summit, Inc., the
      Company anticipates recognizing revenue of IPv6 Summit, Inc. of approximately
      $1,605,506 year to date. The Company anticipates that revenue growth through
      year-end 2005 of IPv6 as a subsidiary should yield approximately $200,000 in
      total revenues.




-8-
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          of Contents





**Liquidity
      and Capital Resources**





The
      Company’s primary needs for liquidity and capital resources are the funding of
      salaries and other administrative expenses related to the management of the
      Company.





We
      entered into a Securities Purchase Agreement (the “Agreement”) with four
      accredited investors on August 31, 2005 for the sale of (i) $4,500,000 in
      callable secured convertible notes (the “Notes”) and (ii) warrants to buy
      1,000,000 shares of our Common Stock (the “Warrants”). Pursuant to the
      Agreement, the investors are obligated to provide us with an aggregate of
      $4,500,000 as follows: (a) $1,500,000 was disbursed on September 1, 2005; (b)
      $1,500,000 will be disbursed upon the filing of a registration statement
      covering the shares of common stock underlying the Notes and Warrants; and
      (c)
      $1,500,000 will be disbursed upon the effectiveness of the registration
      statement.





The
      cash
      received pursuant to the Agreement to date is sufficient to sustain our
      operations for 12 months **.** In
      the
      event that the Company receives the full amount under the Agreement, such funds
      will sustain our operations for 24 months. The Company may be required to seek
      additional financing regardless of the amount of funds received pursuant to
      the
      Agreement.





**Recent
      Accounting Pronouncements**





In
      April
      2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities.” The Statement amends and clarifies
      accounting for derivative instruments, including certain derivative instruments
      embedded in other contracts entered into or modified after June 30, 2003. The
      guidance should be applied prospectively. The provisions of this Statement
      that
      relate to SFAS 133 Implementation Issues that have been effective for fiscal
      quarters that began prior to June 15, 2003, should continue to be applied in
      accordance with respective effective dates. In addition, certain provisions
      relating to forward purchases or sales of when-issued securities or other
      securities that do not yet exist, should be applied to existing contracts as
      well as new contracts entered into after June 30, 2003. The adoption of SFAS
      No.
      149 is not expected to have an impact on the Company's financial statements.





In
      May
      2003, the FASB issued Statement of Accounting Standards No. 150 "Accounting
      for
      Certain Financial Instruments with Characteristics of both Liabilities and
      Equity" (SFAS No. 150). SFAS No. 150 establishes standards for classification
      and measurement in the statement of financial position of certain financial
      instruments with characteristics of both liabilities and equity. It requires
      classification of a financial instrument that is within its scope as a liability
      (or an asset in some circumstances). SFAS No. 150 is effective for financial
      instruments entered into or modified after May 31, 2003, and otherwise is
      effective at the beginning of the first interim period beginning after June
      15,
      2003. We have not yet determined the impact, if any, of the adoption of SFAS
      on
      its financial position or results of operations.





In
      May
      2003, the consensus on EITF Issue No. 01-08, "Determining Whether an Arrangement
      Contains a Lease," was issued. The guidance in the consensus applies to the
      purchase or sale of goods and services under various types of contracts,
      including outsourcing arrangements. Based on the criteria in the consensus,
      both
      parties to an arrangement are required to determine whether the arrangement
      includes a lease within the scope of SFAS No. 13, "Accounting for Leases.” The
      new requirement applies prospectively to new or modified arrangements for
      reporting periods beginning after May 28, 2003. Accordingly, as of August 1,
      2003, the Company accounted for new or modified arrangements based on this
      guidance. Adoption of this standard did not have an impact on our financial
      statements.





In
      December 2003, the Financial Accounting Standards Board ("FASB") issued
      Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities"
      which was originally issued in January 2003. FIN 46 or revised provides guidance
      on the consolidation of certain entities when control exists through other
      entities created after January 31, 2003. The Company does not hold a variable
      interest in any enterprise. Accordingly, we do not expect the provisions of
      FIN
      46 to have a material effect on future interim or annual financial
      statements.




-9-
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          of Contents





On
      December 18, 2003 the SEC issued Staff Accounting Bulletin No. 104, Revenue
      Recognition ("SAB 104"), which supersedes SAB 101, Revenue Recognition in
      Financial Statements. SAB 104's primary purpose is to rescind accounting
      guidance contained in SAB 101 related to multiple element revenue arrangements,
      which was superseded as a result of the issuance of EITF 00-21, Accounting
      for
      Revenue Arrangements with Multiple Deliverables. The adoption of SAB 104 did
      not
      have a material impact on our financial position or results of operations.





In
      December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment,
      which is an amendment to SFAS No. 123, Accounting for Stock-Based Compensation
      and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
      This new standard eliminates the ability to account for share-based compensation
      transactions using Accounting Principles Board (APB) No. 25, Accounting for
      Stock Issued to Employees (APB 25) and requires such transactions to be
      accounted for using a fair-valued-based method, with the resulting cost
      recognized in the Company's financial statements. This new standard is effective
      for annual periods beginning after June 15, 2005. The Company has not awarded
      or
      granted any share-based compensation to date and, therefore, the adoption of
      this standard is not expected to have any effect on the Company's financial
      position or results of operations until such time as share-based compensation
      is
      granted.





In
      December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets.
      SFAS No. 153 amends APB Opinion No. 29, Accounting for Non-monetary
      Transactions, to eliminate the exception for non-monetary exchanges of similar
      productive assets. The Company will be required to apply this statement to
      non-monetary exchanges after December 31, 2005. The adoption of this standard
      is
      not expected to have a material effect on the Company's financial position
      or
      results of operations.





-10-
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          of Contents





**Item
      7. Financial Statements.**





The
      Consolidated Financial Statements are included after the Exhibit Index.





PageNumber**IPV6
              SUMMIT, INC. FINANCIAL STATEMENTS**Report
                of Independent Certified Public Accounting Firm
            F-1Balance
                Sheets as of June 30, 2005 and 2004
            F-2Statements
                of Operations for the Year Ended June 30, 2005, 2004 and
                2003
            F-3Statements
                of Shareholders' Deficit for the Year Ended June 30, 2005, 2004 and
                2003
            F-4Statements
                of Cash Flows for the Year Ended June 30, 2005, 2004 and
                2003
            F-5Notes
                to the Consolidated Financial Statements
            F-7-15





**INNOFONE.COM,
      INCORPORATED**


**INDEPENDENT
                AUDITORS’ REPORT**
            F-16**FINANCIAL
                STATEMENTS**Balance
                Sheet - Statement I
            F-17Statement
                of Shareholders’ Deficit - Statement II
            F-18Statement
                of Operations - Statement III
            F-19Statement
                of Cash Flows - Statement IV
            F-20**NOTES
                TO FINANCIAL STATEMENTS**
            F-21





-11-
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          of Contents





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE**





None. ****





**ITEM
      8A. CONTROLS AND PROCEDURES**





The
      Company's principal executive officer and principal financial officer, based
      on
      his evaluation of the Company's disclosure controls and procedures (as defined
      in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, as
      amended) as of June 30, 2005 have concluded that the Company's disclosure
      controls and procedures are adequate and effective to ensure that material
      information relating to the Company are recorded, processed, summarized and
      reported within the time periods in which this Annual Report has been prepared.





The
      Company's principal executive officer, who is also our principal financial
      officer, has concluded that there were no significant changes in the Company's
      internal controls or in other factors that could significantly affect these
      controls for the year ended June 30, 2005, the date of his most recent
      evaluation of such controls, and that there were no significant deficiencies
      or
      material weaknesses in the Company's internal controls.








-12-
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          of Contents





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.**





The
      following table sets forth the name, age and position of each of the members
      of
      our board of directors, executive officers and promoters as of August 8,
      2005:





Name
            
            Age
            
            PositionAlex
                Lightman
            
            43
            
            Chief
                Executive Officer, President, DirectorPeter
                Maddocks
            
            49
            
            Chief
                Financial Officer and DirectorDale
                Geesey
            
            36
            
            Vice
                President of ConsultingPaul
                Shephard
            
            50
            
            Secretary





The
      principal occupations and brief summary of the background of each executive
      officer and director of the Company is as follows:





Mr.
      Alex
      Lightman has been our President, CEO and a director **** since
      August 2005. From June 2003 to July 2005 he was the founding CEO and Chairman
      of
      IPv6 Summit, Inc., the leading organizer of international IPv6 events and
      consultants to government and industry on IPv6 applications, training, and
      promotion. From May 1999 to Present Mr. Lightman has been the CEO of Charmed
      Technology, ( www.charmed.com )
      He is
      the founding director of The 4G Society and the first Cal- (IT)2 Scholar at
      the
      California Institute for Telecommunications and Information Technology, a joint
      program of UCSD and UCI ( www.calit2.net ).
      Lightman has nearly 20 years of high technology management experience and,
      in
      addition, has experience in politics (including work for a US Senator),
      consulting, the oil drilling industry, and the renewable energy industry. He
      also produced the 100 Brave New Unwired World fashion shows, featuring wearable
      and pervasive computing, which included many of Lightman’s own inventions and
      designs, such as the patented Charmed Viewer display and the first Internet
      jewelry. Harvard Business School featured Lightman and Charmed in a case study
      that recognized Lightman’s pioneering innovation of presenting computers as
      fashion. Both the show and Lightman’s designs are now copied worldwide. Mr.
      Lightman is the author *Brave
      New Unwired World* (Wiley,
      2002) and a 1983 graduate of the Massachusetts Institute of Technology. He
      has
      attended graduate school at the Kennedy School of Government (Harvard
      University) and the University of Phoenix.





Mr.
      Peter
      Maddocks has been a Director and Chief Financial Officer since August 2005.
      From
      October 2001 to January 2004, Mr. Maddocks was a Management Consultant of Abbey
      National Bank Italy. From May 1999 to September 2001, Mr. Maddocks was a
      Management Consultant of Standard Chartered Grindlays Private Banking Group.
      Mr.
      Maddocks was a Vice President for leading financial services companies with
      20+
      years experience in finance, planning and control roles in the Retail, Corporate
      and Private Banking industry segments (Citi, ANZ, Abbey). Mr. Maddocks has
      significantly participated in the establishment and growth of new and re
      engineered global businesses and functions with various banking groups.
      Responsibilities have included heading the Global Financial Control function
      for
      a major new business launch, Regional Financial Controller SE Europe, design
      and
      implementation of financial and non-financial management control systems, budget
      management and development of policies and procedures. Has maintained constant
      interaction with Senior Executives (to CEO level) via participation in various
      committees and matrix reporting structures. Maddocks has operated both in senior
      management roles and as external consultant. He is a Chartered Accountant and
      speaks fluent Italian. He is a resident of Kent, England.





Mr.
      Dale
      Geesey has been the Vice President of Consulting since September 2005. From
      2004
      to August 2005, Mr. Geesey was the Director of Army IPv6 Programs of SI
      International, Inc. **** Dale
      has
      worked closely with the Department of Defense (“DoD”) **** in
      their
      IPv6 transition activities and recently supported the development of the DoD’s
      IPv6 Transition Plan and response to congressional inquiries regarding the
      DoD’s
      transition to IPv6. He directly supported the DoD IPv6 Transition Office and
      the
      Army’s IPv6 transition team in the development of their overall IPv6 transition
      strategy, program planning and technical solutions. Mr. Geesey has been a
      participant of several DoD IPv6 technical working groups in the areas of network
      infrastructure, Information Assurance and Testing. **** From
      2003
      to 2004, Mr. Geesey was the Director of Government Markets of Intrado,
      Inc. **** From
      2002
      to 2003, Mr. Geesey was the President and COO of Auspex Technologies, LLC.
      From
      2000 to 2002, Mr. Geesey was the Senior Director, Product
      Management/Engineering, Cambrian Communications, LLC. Mr. Geesey holds a
      Bachelor’s degree in Electrical Engineering from Old Dominion University, a
      Master’s degree in Electrical Engineering from George Mason University and a
      Masters of Business Administration from California Coast
      University.





Mr.
      Paul
      Shepherd has been our Secretary since August 2005.  From June 2000 to
      August, 2005 Mr. Shepherd has been a successful private marketing consultant
      for
      numerous private companies and individuals.   Mr. Shepherd holds
      an
      Associate in Arts in Business Administration at Santa Monica
      College.




-13-
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          of Contents





**ITEM
      10. EXECUTIVE COMPENSATION**





The
      following table sets forth the aggregate cash compensation paid by the Company
      to: (i) its Chief Executive Officer, Chairman and Chief Financial Officer;
      and
      (ii) its most highly compensated officers whose cash compensation exceeded
      $100,000 for services performed from August 8, 2005, the date we completed
      our
      acquisition of IPv6 Summit, through October 11, 2005.





ANNUAL
                COMPENSATION*
            
            
            
            
            
            LONG
                TERM COMPENSATION*Awards
            
            
            
            PayoutsRestricted
            
            SecuritiesOther
                Annual
            
            Stock
            
            Underlying
            
            
            
            All
                OtherCompensation
            
            Award(s)
            
            Options
            
            LTIP
            
            CompensationName
                          and Principal Position
            
            Year
            
            Salary
                ($)
            
            Bonus
                ($)
            
            ($)
            
            ($)
            
            SARs(#)
            
            Payouts
                ($)
            
            ($)Alex
                Lightman (1)
            
            
            2005
            
            $
            36,759.61Peter
                Maddocks (2)
            
            
            2005
            
            
            --
            
            
            
            
            $
            25,000(2
            )Dale
                Geesey (3)
            
            
            2005
            
            $
            3,359.10
            
            
            
            
            
            
            
            
            200,000(3
            )Paul
                Shephard
            
            
            2005
            
            
            --





*
            The
                Company hired its executive officers on or about August 8, 2005 as
                a
                result of the Stock Purchase Agreement. Accordingly, none of the
                executive
                officers have earned full year annual compensation or long tem
                compensation. This table reflects annual compensation paid to the
                executive officers from August 8, 2005 to
                date.





(1)
            Mr.
                Lightman is expected to earn an annual salary of approximately $400,000
                during the next fiscal year.


(2)
            Mr.
                Maddocks has been paid a one-time advance payment of $25,000 for
                his board
                representation for the next fiscal year.


(3)
            Mr.
                Geesey is expected to earn an annual salary of $150,000 during the
                next
                fiscal year. Pursuant to Mr. Geesey’s employment agreement, he is eligible
                to receive options to purchase 200,000 shares of the Company’s restricted
                common stock commencing on the effective date that the Company initiates
                any Stock Option Plan.





**COMPENSATION
      PLANS**





We
      do not
      have any option, annuity, retirement, pension or deferred compensation plan
      or
      other arrangements under which an executive officer is entitled to participate
      without similar participation by other employees.





**DIRECTOR
      COMPENSATION**





We
      do not
      have any agreement to compensate our directors at this time, however we have
      paid a one-time advance payment of $25,000 to Mr. Maddocks for his board
      representation for the next fiscal year.





**EMPLOYMENT
      AGREEMENTS**





On
      September 22, 2005, the Company entered into an employment agreement with Dale
      Geesey, our Vice President of Consulting. The term of the agreement is for
      one
      year and provides for an annual base salary of $150,000 with certain performance
      based target bonuses. The agreement also provides for the issuance of options
      to
      purchase 200,000 shares of restricted common stock. The options vest over a
      period of three years.




-14-
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          of Contents





On
      September 6, 2005, the Company entered into an employment agreement with Gerard
      Casale, our Corporate Counsel. The agreement provides for an initial part time
      term during which Mr. Casale shall be our Corporate General Counsel with an
      annual salary of $142,500 and shall be issued 50,000 shares of restricted common
      stock. Subject to Mr. Casale’s agreement, on or about December 1, 2005, Mr.
      Casale may be become our Vice President of Business and Legal Affairs with
      an
      annual salary of $285,000 and shall be issued 100,000 shares of our restricted
      common stock.





On
      October 11, 2005, the Company entered into an employment agreement with Leah
      Thompson, our Manager of Administrative Operations. The agreement provides
      for a
      one-year term with an annual base salary of $80,000 with certain
      performance-based target bonuses. The agreement also provides for the issuance
      of options to purchase 100,000 shares of restricted common stock. The options
      vest over a period of two years.





The
      Company currently has an understanding in principle with its, Alex Lightman
      our
      Chief Executive Officer and President, providing for terms of his employment.
      Specifically, the Company and Mr. Lightman have agreed to a five-year employment
      agreement with an annual salary of $400,000. The Company anticipates entering
      a
      formal written agreement with Mr. Lightman in the fourth quarter of
      2005.





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**





The
      following table sets forth certain information regarding the beneficial
      ownership of the Company's Common Stock by each person or group that is known
      by
      the Company to be the beneficial owner of more than five percent of its
      outstanding Common Stock, each director of the Company, each person named in
      the
      Summary Compensation Table, and all directors and executive officers of the
      Company as a group as of October 7, 2005. Unless otherwise indicated, the
      company believes that the persons named in the table below, based on information
      furnished by such owners, have sole voting and investment power with respect
      to
      the Common Stock beneficially owned by them, where applicable . As
      of
      October 7, 2005, there were 61,388,270 shares of common stock issued and
      outstanding




Amount
                and Natureof
                BeneficialOwnership
                of Class
            
            Percentage
                ofName/Address
                  of Beneficial Owner
            
            Position
                with Company
            
            A
                Common Stock (1)
            
            Securities(1)Alexander
                Lightman(2)/*
            
            
            President
            
            
            6,333,000
            
            
            10.32
            %Peter
                Maddocks*
            
            
            CFO
            
            
            0
            
            
            0Dale
                Geesey*
            
            
            VP
                of Consulting
            
            
            0
            
            
            0Paul
                Shephard
            
            
            Secretary
            
            
            0
            
            
            0Alliance
                Housing Partners(3)c/o
                17 W Jefferson St., Suite 1Rockville,
                MD 20850
            
            
            --
            
            
            3,750,000
            
            
            6.11
            %Equitocracy
                Trust(2)c/o
                1431 Ocean Avenue, Suite 419Santa
                Monica, CA 90401
            
            
            --
            
            
            27,000,000
            
            
            43.98
            %Frederic
                Richardson(3)
            
            
            --
            
            
            17,180,000
            
            
            27.99
            %All
                executive officers and Directors as a group (4 persons)
            
            
            
            
            
            
            
            
            54.3
            %





*
            Address
                of all holders is c/o Innofone.com, Incorporated, 3470 Olney-Laytonsville
                Road, Suite 118, Olney, Maryland 20832.


(1)
            Pursuant
                to the rules of the Securities and Exchange Commission, a person
                is deemed
                to "beneficially own" shares of common stock over which the person
                has or
                shares investment or voting power, or has the right to acquire such
                power
                within 60 days. The percentage of common stock owned is calculated
                based
                on the number of shares of common stock outstanding, plus in the
                case of
                each person the number of shares of common stock issuable only to
                such
                person upon the exercise of options or warrants and the conversion
                of
                convertible debt securities


(2)
            Mr.
                Alex Lightman, our Chief Executive Officer and President, is the
                trustee
                of the Equitocracy Trust and is deemed to be the beneficial owner
                of the
                shares owned by that entity.


(3)
            Mr.
                Frederic Richardson was the President and CEO of the Company prior
                to
                consummation of our Stock Purchase Agreement entered into on August
                8,
                2005. Mr. Richardson does not hold any current positions with the
                Company.
                We have been advised that on August 19, 2005, Mr. Richardson entered
                into
                two Stock Purchase Agreements, each with Abbey International Holdings,
                Ltd. providing for the sale to Abbey of an aggregate of 20,500,000
                shares
                of our common stock. Approximately 17,000,000 shares of common stock
                were
                to be sold by Mr. Richardson and the remaining 3,500,000 shares of
                common
                stock were to be sold by Alliance Housing Partners, an entity that
                Mr.
                Richardson controls. The sales were contingent upon certain conditions.
                To
                date, the transfers have not been reflected on the Company’s books by its
                transfer agent.




-15-
 Table
          of Contents


**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**





On
      August
      8, 2005, we entered into a stock purchase agreement with Mr. Alex Lightman
      to
      purchase the total issued and outstanding shares of IPv6 Summit Inc., an entity
      engaged in developing new technology referred to as Internet Protocol version
      6.
      Pursuant to the agreement, we agreed to pay Mr. Lightman $1,000,000 in the
      form
      of a promissory note and issue to him approximately 33,333,000 shares of our
      restricted common stock in exchange for 100% of the issued and outstanding
      shares of IPv6. As a result of the stock purchase agreement, IPv6 Summit Inc.
      became a wholly owned subsidiary of the Company and Mr. Lightman became our
      President and Chief Executive Officer. Prior to this acquisition, we operated
      as
      a holding company for companies involved in technology and financial
      services.





On
      August
      31, 2005, Mr. Lightman pledged 3 million shares to support obligations under
      the
      Notes issued to various investors on August 31, 2005.





On
      October 12, 2005, in connection with our Stock Purchase Agreement dated August
      8, 2005, we issued a promissory note to Mr. Alex Lightman, our Chief Executive
      Officer and President, in the principal face amount of $1,000,000. The note
      bears interest at the rate of four percent (4%) per annum. The Company has
      agreed to pay Mr. Lightman a sum equal to the Note plus interest over a twelve
      (12) month period from date of inception with payments commencing no later
      than
      five (5) days subsequent to receipt by the Company of each and every investment
      installment payment made under those certain investment agreements including
      that certain Securities Purchase Agreement, Callable Secured Convertible Note
      and Stock Purchase Warrant (“Investor Agreements”) entered by and between the
      Company and NIR Group, AJW Qualified Partners, LLC, AJW Offshore, Ltd., New
      Millenium Capital Partners II, LLC (“Investors”) on or about August 31, 2005,
      Each such installment payment shall equal $333,333.33 representing each of
      such
      three (3) payments for a total aggregate payment of $1,000,000. The date upon
      which all principal and interest is due hereunder shall be October 12, 2006,
      and
      unless paid in full prior to July 1, 2006, the Company shall have paid Mr.
      Lightman the entire unpaid balance of the Note in full, including all accrued
      unpaid interest by such date.





COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT





Under
      the
      securities laws of the United States, our directors, our executive (and certain
      other) officers, and any persons holding ten percent or more of our shares
      of
      common stock must report on their ownership of our shares of common stock and
      any changes in that ownership to the Securities and Exchange Commission.
      Specific due dates for these reports have been established. During the fiscal
      year ended June 30, 2005, based solely on a review of filings made with the
      SEC,
      we believe that all reports required to be filed by Section 16(a) were filed
      on
      a timely basis. The Company’s current officers and directors are currently
      working to make all appropriate filings in order to be compliant with Section
      16(a)





-16-
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          of Contents





**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**





All
      references to the Company's Forms 8-K, 10-K, 10-QSB and 10-KSB include reference
      to File No. 0-31949





(a) Exhibits
  Exhibit
                  No.
              
              Document3.1
              
              Articles
                  of Incorporation of Innofone.com, Incorporated, as
                  amended*3.2
              
              Bylaw,
                  as amended*10.1
              
              Employment
                  Agreement between the Company and Gerard Casale, Jr., dated September
                  6,
                  2005*10.2
              
              Employment
                  Agreement between the Company and Frederic D. Geesey, dated September
                  22,
                  2005*10.3
              
              Stock
                  Purchase Agreement between the Company and Alex Lightman, dated
                  August 8,
                  2005 (incorporated by reference to Exhibit 10.1 filed with the
                  Company's
                  Form 8-K on August 19, 2005 (“August 8-K”)).10.4
              
              Investment
                  Agreement between the Company and Alex Lightman, dated August 8,
                  2005
                  (incorporated by reference to Exhibit 10.2 filed with the Company’s August
                  8-K).10.5
              
              Form
                  of Callable Secured Convertible Note, dated August August 31, 2005
                  (incorporated by reference to Exhibit 10.1 filed with the Company's
                  Form
                  8-K on September 6, 2005 (“September 8-k”)).10.6
              
              Stock
                  Purchase Agreement between the Company and various investors, dated
                  August
                  31, 2005 (incorporated by reference to Exhibit 10.2 filed with
                  the
                  Company's September 8-K).10.7
              
              Security
                  Agreement between the Company and certain secured parties, dated
                  August
                  31, 2005 (incorporated by reference to Exhibit 10.3 filed with
                  the
                  Company's September 8-K).10.8
              
              Guaranty
                  and Pledge Agreement between the Company, Alex Lightman and certain
                  Pledgees, dated August 31, 2005 (incorporated by reference to Exhibit
                  10.4
                  filed with the Company's September 8-k).10.9
              
              Form
                  of Stock Purchase Warrant issued by the Company to various investors,
                  dated August 31, 2005 (incorporated by reference to Exhibit 10.4
                  filed
                  with the Company's September 8-k).10.10
              
              Commercial
                  Lease between the Company and Barrington Pacific, LLC, dated October
                  7,
                  2003*10.11
              
              Form
                  of Promissory Note, dated October 12, 2005 issued to Alex Lightman*21
              
              List
                  of Company's subsidiaries*23.1
              
              Consents
                  of Experts and Counsel*23.2
              
              Consents
                  of Experts and Counsel*31.1
              
              Rule
                  13a-14(a)/15d-14(a) Certification of the Chief Executive
                  Officer*31.2
              
              Rule
                  13a-14(a)/15d-14(a) Certification of the Chief Financial
                  Officer*32.1
              
              Section
                  1350 Certification *





*
            Filed
                herewith.





-17-
 Table
          of Contents




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**




The
      Company paid audit fees, including tax and related fees, of approximately $7,000
      to Denzinger and Hochman for its June 30, 2005 audit.





The
      Company paid the following fees to De Joya Griffith & Company LLC in
      connection with the audit of IPv6 Summit, its wholly owned
      subsidiary:





June
                30, 2005Audit
                Fees
            
            $
            15,000Tax
                Fees
            
            $
            1,000Audit
                Related Fees
            
            $
            0Total
                Fees
            
            $
            16,000








-18-
 Table
          of Contents





**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, the Company has duly caused this amended report to be signed
      on its behalf by the undersigned, thereunto duly authorized on the
      14 th day of
      October 2005.




**INNOFONE.COM,
              INCORPORATED**By:
            /s/ Alex
              LightmanAlex
              Lightman, Chief Executive Officer and President


Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      amended report has been signed by the following persons in the capacities and
      on
      the dates indicated.




Signature
            
            Title
            
            Date/s/Alex
                Lightman
            
            Chief
                Executive Officer, President and
                Director
            
            October
                14, 2005Alex
                Lightman/s/
                Peter Maddocks
            
            Chief
                Financial Officer and
                Director
            
            October
                14, 2005Peter
                Maddocks/s/Federic
                D. Geesey
            
            Vice-President
                of Consulting
            
            October
                14, 2005Federic
                D. Geesey











-19-
 Table
          of Contents




INDEX
      TO FINANCIAL STATEMENTS






PageNumber**IPV6
                SUMMIT, INC. FINANCIAL STATEMENTS**Report
                  of Independent Certified Public Accounting
                  Firm
              F-2Balance
                  Sheets as of June 30, 2005 and
                  2004
              F-3Statements
                  of Operations for the Year Ended June 30,
                  2005, 2004 and 2003
              F-4Statements
                  of Shareholders' Deficit for the Year
                  Ended June 30, 2005, 2004 and 2003
              F-5Statements
                  of Cash Flows for the Year Ended June 30,
                  2005, 2004 and 2003
              F-6Notes
                  to the Consolidated Financial
                  Statements
              F-7-9
 
 **INNOFONE.COM,
                INCORPORATED****INDEPENDENT
                  AUDITORS’ REPORT**
              F-10Balance
                  Sheet - Statement I
              F-11Statement
                  of Shareholders’ Deficit - Statement
                  II
              F-12Statement
                  of Operations - Statement
                  III
              F-13Statement
                  of Cash Flows - Statement
                  IV
              F-14NOTES
                  TO FINANCIAL STATEMENTS
              F-15




F-1
 Table
          of Contents




***De
        Joya Griffith & Company, LLC***
 **Certified
        Public Accountants & Consultants**
 **2425
        W. Horizon Ridge Parkway**
 **Henderson,
        Nevada 89052**




**REPORT
      OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTING
      FIRM**







To
      the
      Board of Directors


IPv6
      Summit, Inc.


Santa
      Monica, California





We
      have
      audited the balance sheet of IPv6 Summit, Inc. (the “Company”) as of June 30,
      2005 and the related statements of operations, stockholder's equity and cash
      flows for the year ended June 30, 2005 and for the period from July 9, 2003
      (Date of Inception) through June 30, 2004. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audit.





We
      conducted our audit in accordance with the auditing standards generally
      accepted in the United States. Those standards require that we plan and perform
      the audit to obtain reasonable assurance about whether the financial statements
      are free of material misstatement. An audit includes examining, on a test basis,
      evidence supporting the amounts and disclosure in the financial statements.
      An
      audit also includes assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audit provides a reasonable basis
      for our opinion.





In
      our
      opinion, the financial statement referred to above presently fairly, in all
      material respects, the financial position of IPv6 Summit, Inc. as of June 30,
      2005 and the results of their operations and their cash flows for the years
      ended June 30, 2005 and 2004, in conformity with accounting principles generally
      accepted in the United States.








/s/
      De
      Joya Griffith & Company, LLC


De
      Joya
      Griffith and Company, LLC


Henderson,
      Nevada


September
      9, 2005







F-2
 Table
          of Contents




**IPV6
        SUMMIT, INC.**  **Balance
          Sheets**


June
                30, 2005ASSETSCash
            
            $
            17,840Accounts
                receivable
            
            
            46,980Officers'
                advances
            
            
            12,729Total
                current assets
            
            
            77,550Fixed
                assets, net
            
            
            4,840Total
                assets
            
            $
            82,389LIABILITIES
                AND STOCKHOLDER'S EQUITYCurrent
                liabilitiesAccounts
                payable and accrued liabilities
            
            
            53,848Customer
                deposits
            
            
            --Other
                current liabilities
            
            
            6,934Total
                current liabilities
            
            
            60,782Long-term
                liabilities
            
            
            --Total
                liabilities
            
            
            60,782Commitments
                and contingencies
            
            
            --Stockholder's
                equityCommon
                stock; $0.001 par value; 2,000,000 shares authorized, issued and
                outstanding
            
            
            2,000Additional
                paid-in capital
            
            
            --Retained
                earnings
            
            
            19,607Total
                stockholder's equity
            
            
            21,607Total
                liabilities and stockholder's equity
            
            $
            82,389






F-3
 Table
          of Contents




**IPV6
        SUMMIT, INC.**  **Statements
          of Operations**


For
                the period fromJuly
                9, 2003(Date
                of Inception)For
                the year ended
            
            throughJune
                30, 2005
            
            June
                30, 2004Revenues
            
            $
            545,588
            
            $
            553,287Cost
                of revenues
            
            
            118,164
            
            
            165,686Gross
                profit
            
            
            427,424
            
            
            387,601Operating
                expensesDepreciation
                and amortization
            
            
            2,941
            
            
            1,302Selling
                general and administrative
            
            
            466,913
            
            
            311,225Total
                operating expenses
            
            
            469,854
            
            
            312,527Income
                (loss) from operations
            
            
            (42,431
            )
            
            75,074Other
                income (expense)Interest
                income
            
            
            3
            
            
            2Loss
                on Disposal of Asset
            
            
            (2,756
            )
            
            --Total
                other income (expense)
            
            
            (2,753
            )
            
            2Net
                income (loss) before provision for income taxes
            
            
            (45,184
            )
            
            75,076Provision
                for income taxes
            
            
            (10,285
            )
            
            --Net
                income (loss)
            
            $
            (55,469
            )
            $
            75,076Net
                income (loss) per common share - basic and diluted
            
            $
            (0.03
            )
            $
            0.04Weighted
                  average common shares outstanding - basic and
                  diluted
            
            
            2,000,000
            
            
            2,000,000








F-4
 Table
          of Contents




**IPV6
        SUMMIT, INC.**  **Statements
          of Stockholder's Equity**


TotalCommon
                Stock
            
            Additional
            
            Retained
            
            Stockholders'Shares
            
            Amount
            
            Paid-in
                Capital
            
            Earnings
            
            EquityBalance,
                July 9, 2003 (Date of Inception)
            
            
            --
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            --Issuance
                  of stock for services to the founding shareholder, $0.001 per
                  share
            
            
            2,000,000
            
            
            2,000
            
            
            --
            
            
            --
            
            
            2,000Net
                income (loss)
            
            
            --
            
            
            --
            
            
            --
            
            
            75,076
            
            
            75,076Balance,
                June 30, 2004
            
            
            2,000,000
            
            
            2,000
            
            
            --
            
            
            75,076
            
            
            77,076Net
                income (loss)
            
            
            --
            
            
            --
            
            
            --
            
            
            (55,469
            )
            
            (55,469
            )Balance,
                June 30, 2005
            
            
            2,000,000
            
            
            2,000
            
            
            --
            
            
            19,607
            
            
            21,607








F-5
 Table
          of Contents




IPV6
      SUMMIT, INC. **Statements
        of Cash Flows**
  For
                    the year endedJune 30,
                    2005
                
                
                For
                    the period
                  July
                    9, 2003(Date of Inception)through
                  June
                    30, 2004Cash
                    flows from operating activities:Net
                    income (loss)
                
                $
                (55,469
                )
                $
                75,076Adjustments
                    to reconcile net income (loss) to net cash used by operating
                    activities:Depreciation
                    and amortization
                
                
                2,941
                
                
                1,302Loss
                    on disposal of fixed assets
                
                
                2,756
                
                
                --Stock
                    issued for services
                
                
                --Changes
                    in operating assets and liabilities:Change
                    in accounts receivable
                
                
                69,548
                
                
                (116,529
                )Change
                    in officers' advances
                
                
                (12,729
                )
                
                --Change
                    in prepaid expenses
                
                
                3,050
                
                
                (3,050Change
                    in other assets
                
                
                11,810
                
                
                (11,810Change
                    in accounts payable and accrued liabilities
                
                
                (29,448
                )
                
                83,296Change
                    in advances from related parties
                
                
                (39,139
                )
                
                39,139Change
                    in accrued income taxes
                
                
                6,934
                
                
                --Net
                    cash provided (used) by operating activities
                
                
                (39,745
                )
                
                69,425Cash
                    flows from investing activities:Purchase
                    of fixed assets
                
                
                (2,165
                )
                
                (9,675
                )Net
                    cash used by investing activities
                
                
                (2,165
                )
                
                (9,675
                )Cash
                    flows from financing activities:Proceeds
                    from issuance of common stock
                
                
                --
                
                
                --Net
                    cash provided by financing activities
                
                
                --
                
                
                --Net
                    change in cash
                
                
                (41,910
                )
                
                59,750Cash,
                    beginning of period
                
                
                59,750
                
                
                --Cash,
                    end of period
                
                $
                17,840
                
                $
                59,750Supplemental
                    disclosure of cash flow information:Cash
                    paid for interest
                
                $
                --
                
                $
                --Schedule
                    of non-cash financing and investing activities:Issuance
                    of 2,000,000 shares of common stock for services
                
                $
                --
                
                $
                2,000


F-6
 Table
          of Contents




IPV6
      SUMMIT, INC. FINANCIAL
      STATEMENTS


NOTES
      TO CONSOLIDATED FINANCIAL
      STATEMENTS





1.
            DESCRIPTION
                OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES





Description
      of business - IPv6
      Summit, Inc., a Nevada corporation (hereinafter referred to as the “Company”)
      located in Santa Monica, California was incorporated on July 9, 2003. The
      Company is among the leading organizers of IPv6 conference events in the world.
      IPv6 stands for Internet Protocol version 6 and is the successor protocol to
      the
      current Internet, Internet Protocol version 4, which was introduced in June
      1973
      and turned 32 years old this summer. IPv4 is a 32-bit protocol, while IPv6
      is a
      128-bit protocol allowing for 3.4 x 10 to the 38th power new IP addresses,
      and
      thus allowing for a vast increase in connecting people, places, and things
      to
      the Internet.




The
      Company derives revenue from Sponsorships, Conference Attendee Fees, Training
      Fees, and Consulting to Governments. New sources of revenue during the 2005-2007
      will be derived from Consulting to Corporations, Software Revenue, Subscription
      Revenue and Information Revenue. Subscription revenue will be derived from
      offering broadband IPv6 wireline and wireless services, as an IPv6-centric
      ISP
      and WISP, including Voice over IPv6 and Video over IPv6. Information Revenue
      will be derived from setting up one of the largest IPv6 information portals,
      building on the existing multiple gigabytes of IPv6 related information on http://www.usipv6.com




Year-end - The
      Company’s year-end is June 30.





Use
      of
      estimates - The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenue and expenses during the reporting period. Actual
      results could differ from those estimates.





Revenue
      and expense recognition - The
      Company recognizes revenue from services provided once all of the following
      criteria for revenue recognition have been met: 1) pervasive evidence
      of an
      agreement exists, 2) the services have been delivered, 3) the
      price is
      fixed and determinable and not subject to refund or adjustment and
      4) collection of the amounts due is reasonably. Overhead and administrative
      costs are recognized when incurred and direct event c osts
      and
      expenses are recognized during the period in which the event they are associated
      with occurs.





Inventory -
      The
      Company has no inventory as of June 30, 2005.





Fixed
      assets - Fixed
      assets are stated at cost less accumulated depreciation. Depreciation is
      provided principally on the straight-line method over the estimated useful
      lives
      of the assets, which are generally 3 years. The cost of repairs and maintenance
      is charged to expense as incurred. Expenditures for property betterments and
      renewals are capitalized. Upon sale or other disposition of a depreciable asset,
      cost and accumulated depreciation are removed from the accounts and any gain
      or
      loss is reflected in other income (expense).





The
      Company periodically evaluates whether events and circumstances have occurred
      that may warrant revision of the estimated useful life of fixed assets or
      whether the remaining balance of fixed assets should be evaluated for possible
      impairment. The Company uses an estimate of the related undiscounted cash flows
      over the remaining life of the fixed assets in measuring their
      recoverability.





Goodwill
      and intangible assets -





In
      July 2001, the Financial Accounting Standards Board issued Statement
      of
      Financial Accounting Standards (SFAS) No. 141, “Business Combinations” and No.
      142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires all business
      combinations initiated after June 30, 2001 to be accounted for using the
      purchase method. Under SFAS No. 142, goodwill and intangible assets with
      indefinite lives are no longer amortized but are reviewed annually (or more
      frequently if impairment indicators arise) for impairment.




According
      to this statement, goodwill and intangible assets with indefinite lives are
      no
      longer subject to amortization, but rather an annual assessment of impairment
      by
      applying a fair-value based test. Fair value for goodwill is based on discounted
      cash flows, market multiples and/or appraised values as appropriate. Under
      SFAS
      No. 142, the carrying value of assets are calculated at the lowest level for
      which there are identifiable cash flows.




F-7
 Table
          of Contents




The
      Company has no Goodwill or Intangible Assets and thus the Company did not record
      any amortization expense related to goodwill or intangibles for the years ended
      June 30, 2005 and 2004.




SFAS
      142
      requires the Company to compare the fair value of the reporting unit to its
      carrying amount on an annual basis to determine if there is potential
      impairment. If the fair value of the reporting unit is less than its carrying
      value, an impairment loss is recorded to the extent that the fair value of
      the
      goodwill within the reporting unit is less than its carrying value.





Recent
      Accounting Pronouncements




In
      December 2004, the Financial Accounting Standards Board issued SFAS
      123
      (R), “Share-Based Payment.” This Statement is a revision to SFAS 123,
“Accounting for Stock-Based Compensation”, and supersedes APB Opinion
      No. 25, “Accounting for Stock Issued to Employees.” SFAS
      123(R) requires the measurement of the cost of employee services received
      in exchange for an award of equity instruments based on the grant-date fair
      value of the award. No compensation cost is recognized for equity instruments
      for which employees do not render service. We will adopt SFAS
      123(R) effective on July 1, 2005, requiring compensation cost
      to be
      recognized as expense for the portion of outstanding unvested awards, and any
      new awards made thereafter, based on the grant-date fair value of those awards.




Income
      taxes - The
      Company accounts for its income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, which requires recognition of deferred tax assets
      and liabilities for future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets and liabilities
      and
      their respective tax bases and tax credit carry-forwards. Deferred tax assets
      and liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are expected
      to
      be recovered or settled. The effect on deferred tax assets and liabilities
      of a
      change in tax rates is recognized in operations in the period that includes
      the
      enactment date.





Advertising
      costs - The
      Company recognizes advertising expenses in accordance with Statement of Position
      93-7 “Reporting on Advertising Costs.” Accordingly, the Company expenses the
      costs of producing advertisements at the time production occurs, and expenses
      the costs of communicating advertisements in the period in which the advertising
      space or airtime is used. The Company has recorded no significant advertising
      costs for the years ended June 30, 2005 and 2004.





Research
      and development costs -
      Research and development costs are charged to expense as incurred.





2.
            FIXED
                ASSETS





Fixed
      assets consist of the following as of June 30, 2005:


Equipment
            
            $
            9,004Less:
                accumulated depreciation
            
            
            4,164Fixed
                assets, net
            
            $
            4,840








F-8
 Table
          of Contents





3.
            COMMITMENTS
                AND CONTINGENCIES





Office
      lease - The
      Company lease three office suites at 1431 Ocean Avenue in Santa Monica,
      California on a month-to-month basis. The current monthly lease payment for
      the
      four suites total $2,468 per month. Lease payments for the year ended June
      30,
      2005 and 2004 totaled $20,300 and $11,425, respectively.




4.
            SUBSEQUENT
                EVENTS





On
      August
      08, 2005, Alex Lightman, the sole shareholder of IPv6 Summit, Inc., entered
      into
      a Stock Purchase Agreement with Innofone.com, for the sale of 100 % of the
      issued outstanding and shares of IPv6 Summit, Inc. to Innofone.com. The
      fundamental terms of the purchase agreement provide for the Innofone.com to
      deliver a promissory note in the sum of $1,000,000 (One Million Dollars) as
      partial consideration of the purchase price and to issue 33,333,000 (Thirty
      Three Million Three Hundred and Thirty Three Thousand) shares of restricted
      common stock of Innofone.com to satisfy the balance of the purchase price in
      full. As a result, IPv6 Summit, Inc. will become a wholly owned subsidiary
      of
      the Innofone.com. Alexander Lightman will become the Chairman and Chief
      Executive officer of the company. He will be awarded a five-year employment
      agreement at an annual salary of $400,000.00 per year. This Agreement is pending
      subject to completion and delivery of audit.








F-9
 Table
          of Contents










**INDEPENDENT
      AUDITORS’ REPORT**




**To
      the Board of Directors and Shareholders of:**


**INNOFONE.COM,
      INCORPORATED**




We
      have
      audited the accompanying balance sheets of **INNOFONE.COM,
      INCORPORATED** as
      at
      June 30, 2005 and 2004, and the statements of operations, shareholders’ deficit
      and cash flows for each of the years in the three-year period ended June 30,
      2005. These financial statements are the responsibility of the company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). These standards require that we
      plan
      and perform an audit to obtain reasonable assurance whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, these financial statements present fairly, in all material respects,
      the financial position of the company as at June 30, 2005 and 2004, and the
      results of its operations and their cash flows for each of the years in the
      three-year period ended June 30, 2005, in conformity with accounting principles
      generally accepted in the United States of America.








/s
      /
      Danziger & Hochman




**Toronto,
      Ontario**


**July
              25, 2005**
            **Chartered
                Accountants**








F-10
 Table
          of Contents




**INNOFONE.COM,
              INCORPORATED**
            **Statement
                I**


**Balance
      Sheet**


As
      at
      June 30, 2005 and 2004


**(Stated
      in United States Dollars)**


**2005**
            
            **2004****ASSETS**
            
            $
            --
            
            $
            --**LIABILITIES**
            
            $
            --
            
            $
            --**SHAREHOLDERS’
                DEFICIENCY****CAPITAL
                STOCK**(note
                3)Common
                shares
            
            
            4,898,880
            
            
            4,879,010Additional
                paid-in capital
            
            
            9,659,382
            
            
            8,998,25214,558,262
            
            
            13,877,262**(DEFICIT)**-
                Statement II
            
            
            (
                14,558,262
            )
            
            (
                13,877,262
            )--
            
            
            (--
            )$
            --
            
            $
            --


*{See
        accompanying notes.}*








F-11
 Table
          of Contents




**INNOFONE.COM,
              INCORPORATED**
            **Statement
                II**


**Statement
      of Shareholders’ Deficit**


For
      The
      Years Ended June 30, 2005, 2004 and 2003


**(Stated
      in United States Dollars)**


**Additional****Common**
            
            **Paid-In****Shares**
            
            **Capital**
            
            **Deficit**
            
            **Total****BALANCE**,
                June 30, 2002
            
            $
            4,842,772
            
            $
            7,719,593
            
            
            ($13,318,937
            )
            
            ($
                756,572
            )Convertible
                note converted to stock
            
            
            2,300
            
            
            647,700
            
            
            --
            
            
            650,000Issuance
                of shares for legal services
            
            
            500
            
            
            1,887
            
            
            --
            
            
            2,387Issuance
                of shares for consulting services
            
            
            26,378
            
            
            180,932
            
            
            --
            
            
            207,310Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            (
                209,697
            )**BALANCE**,
                June 30, 2003
            
            
            4,871,950
            
            
            8,550,112
            
            
            (
                13,528,634
            )
            
            (
                106,572
            )Issuance
                of shares for selling, general and administrative services
            
            
            7,060
            
            
            448,140
            
            
            --
            
            
            455,200Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            (
                348,628
            )**BALANCE**,
                June 30, 2004
            
            
            4,879,010
            
            
            8,998,252
            
            
            (
                13,877,262
            )
            
            (--
            )Issuance
                of shares for selling, general and administrative services (note
                4)
            
            
            19,870
            
            
            661,130
            
            
            --
            
            
            681,000Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            (
                681,000
            )**BALANCE**,
                June 30, 2005
            
            $
            4,898,880
            
            $
            9,659,382
            
            
            ($14,558,262
            )
            $
            --


*{See
      accompanying notes.}*





F-12
 Table
          of Contents





**INNOFONE.COM,
              INCORPORATED**
            **Statement
                III**


**Statement
      of Operations**


For
      The
      Years Ended June 30, 2005, 2004 and 2003


**(Stated
      in United States Dollars)**


**2005**
            
            **2004**
            
            **2003****REVENUE**
            
            $
            --
            
            $
            --
            
            $
            --**EXPENSES**Selling,
                general and administrative services (note 4)
            
            
            681,000
            
            
            455,200
            
            
            209,697Write-off
                of investment
            
            
            --
            
            
            210,000
            
            
            --Foregiveness
                of debt (recovery)
            
            
            --
            
            
            (
                316,572
            )
            
            --**Net
                (Loss) from Operations**
            
            
            (
                681,000
            )
            
            (
                348,628
            )
            
            (
                209,697
            )**NET
                (LOSS) FOR THE YEAR**
            
            
            ($681,000
            )
            
            ($348,628
            )
            
            ($209,967
            )**BASIC
                  NET (LOSS) PER SHARE**(Note 5)
            
            
            ($
                0.03
            )
            
            ($
                .07
            )
            
            ($
                1.37
            )**WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
            
            
            20,098,984
            
            
            4,740,817
            
            
            152,682


*{See
        accompanying notes.}*





F-13
 Table
          of Contents




**INNOFONE.COM,
                INCORPORATED**
            **Statement
                IV**


**Statement
      of Cash Flows**


For
      The
      Years Ended June 30, 2005, 2004 and 2003


**(Stated
      in United States Dollars)**


**2005**
            
            **2004**
            
            **2003****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                (loss) for year - (Statement III)
            
            
            ($681,000
            )
            
            ($348,628
            )
            
            ($209,697
            )Issuance
                of shares for sales, general and administrative services (note
                4)
            
            
            681,000
            
            
            455,200
            
            
            209,697Write-off
                of investment
            
            
            --
            
            
            210,000
            
            
            --Accounts
                payable and accrued liabilities
            
            
            --
            
            
            (
                316,572
            )
            
            (
                104,000
            )Net
                cash provided by (used in) operating activities
            
            
            --
            
            
            --
            
            
            (
                104,000
            )**FINANCING
                ACTIVITIES**Due
                to officers and directors
            
            
            --
            
            
            --
            
            
            104,000Issuance
                of capital stock
            
            
            --
            
            
            --
            
            
            650,000Convertible
                debt
            
            
            --
            
            
            --
            
            
            (
                650,000
            )Net
                cash provided by (used in) financing activities
            
            
            --
            
            
            --
            
            
            104,000*INCREASE
                IN CASH*
            
            
            --
            
            
            **--**
            
            
            **--***CASH,
                BEGINNING OF YEAR*
            
            
            --
            
            
            --
            
            
            **--***CASH,
                END OF YEAR*
            
            $
            --
            
            **$**
            --
            
            **$**
            **--**Non-cash
                transactions:Issuance
                of shares for sales, general and administrative services (note
                4)
            
            $
            681,000
            
            $
            425,200
            
            $
            209,697Write
                off of investment
            
            
            --
            
            
            210,000
            
            
            --Accounts
                payable
            
            
            --
            
            
            (
                316,572
            )
            
            (
                104,000
            )Due
                to officers and directors
            
            
            --
            
            
            --
            
            
            104,000Issuance
                of capital stock for debt
            
            
            --
            
            
            --
            
            
            650,000Convertible
                debt
            
            
            --
            
            
            --
            
            
            (
                650,000
            )


*{See
        accompanying notes.}*








F-14
 Table
          of Contents


**INNOFONE.COM,
      INCORPORATED**


**Notes
      to the Financial Statements**


June
      30,
      2005 and 2004


**(Stated
      in United States Dollars)**




**1.**
                **NATURE
                    OF OPERATIONS**


The
      Company was incorporated in Nevada on December 19, 1995 and is in the process
      of
      attempting to raise capital for future operations. As the Company does not
      have
      any assets, it would require new capital to fund any future
      ventures.





**2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**


These
      financial statements have been prepared by management in conformity with
      accounting principles generally accepted in the United States of America and
      include the following significant accounting policies:





***Use
      of Estimates***





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amount of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amount of revenues and expenses during
      the reporting period. Actual results could differ from these estimates. These
      estimates are reviewed periodically and, as adjustments become necessary, they
      are reported in earnings in the period in which they become known.





***Income
      Taxes***





The
      Company accounts for its income taxes under the liability method specified
      by
      Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
      Income Taxes. Deferred tax assets and liabilities are determined based on the
      difference between the financial statement and tax bases of assets and
      liabilities as measured by the enacted tax rates which will be in effect when
      these differences reverse. Deferred tax expense is the result of changes in
      deferred tax assets and liabilities.





In
      assessing the realizability of future tax assets, management considers whether
      it is more likely than not that some portion or all of the future tax assets
      will not be realized. The ultimate realization of future tax assets is dependent
      upon the generation of future taxable income during the periods in which those
      temporary differences become deductible. Management considers the scheduled
      reversal of future tax liabilities, projected future taxable income and tax
      planning strategies in making this assessment. As the Company does not currently
      have any operations or assets, they are not anticipating the recovery of any
      tax
      assets and therefore, have not reflected any future tax asset.











F-15
 Table
          of Contents


**INNOFONE.COM,
      INCORPORATED**


**Notes
      to Financial Statements**


June
      30,
      2005 and 2004


**(Stated
      in United States Dollars)**




**3.**
              **CAPITAL
                  STOCK**


The
      number of outstanding shares of the Company as at June 30, 2005 is computed
      as
      follows:





**Common****Outstanding
                Shares as at June 30, 2002**
            
            
            100,022,505Shares
                issued in exchange for consulting fees
            
            
            23,357,826Shares
                issued in exchange for legal fees
            
            
            500,000Reverse
                stock split: 175 shares for one share
            
            
            (123,172,444
            )Share
                issuance on conversion of debt
            
            
            2,300,000Share
                issuance on exchange for consulting fees
            
            
            3,021,800Reverse
                stock split: 20 shares for one share
            
            
            (5,728,203
            )**Outstanding
                shares as at June 30, 2003**
            
            
            301,484Shares
                  issuance on exchange for sales, general and administrative
                  services
            
            
            7,060,000**Outstanding
                shares as at June 30, 2004**
            
            
            7,361,484Shares
                previously issued that were cancelled in the year
            
            
            (
                126,214
            )Shares
                issuance in exchange for sales, generaland
                administrative services (note 4)
            
            
            20,000,000**Outstanding
                shares as at June 30, 2005**
            
            
            27,235,270




The
      Company's authorized capital stock consists of 950,000,000 shares of common
      stock and 25,000,000 shares of preferred stock each with a par value of $0.001
      per share. There are no outstanding preferred shares at year-end.




**4.**
            **RELATED
                PARTY TRANSACTIONS**




During
          the year the Company issued 13,750,000 restricted shares and 6,250,000
          regular
          shares to the sole director and majority shareholder for services and
          reimbursement of costs.


5.
            **BASIC
                NET LOSS PER SHARE**




Basic
      net
      loss per share figures are calculated using the weighted average number of
      common shares outstanding computed on a daily basis. The effect of the
      conversion of the preferred shares on an if-converted basis and stock options
      has an anti-dilutive effect.





F-16