UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                  -------------

                               (Amendment No. 3)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 For the fiscal year ended June 30, 2004.

[ ]  TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

          For the transition period from __________________ to _____________

     Commission file number: 0-31949

                            Innofone.com Incorporated
                         -------------------------------
                         (Name of Small Business Issuer)

                   Nevada                                       98-0202313
----------------------------------------------            ----------------------
(State or other jurisdiction of incorporation                (I.R.S. Employer
 or organization)                                          Identification No.)

1431 Ocean Avenue, Suite 1100, Santa Monica, CA                      90401
-----------------------------------------------                     --------
  (Address of principal executive offices)                         (Zip Code)

Issuer's telephone number:  (310) 458-3233

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----

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

                         Common Shares, $ .001 par value
                         -------------------------------
                                (Title of class)

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

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 registrant'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]

The issuer had no revenues for the year ended June 30, 2003.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2003, based on the closing trading price of the day of
$0.50 for the issuer's Common Shares, $0.001 par value (the "Common Shares") was
$150,742.00.

The number of shares outstanding of the issuer's common equity, as of June 30,
2003, was 301,484.

Transitional Small Business Disclosure Format (Check one):   Yes       No  X
                                                                -----    -----
<PAGE>

                                Explanatory Note

On October 13, 2004, Innofone.com, Incorporated (the "Company") filed its Annual
Report on Form 10-KSB for its fiscal year ended June 30, 2004 which was
subsequently amended on September 6, 2005 (the "2004 Form 10-KSB"). On January
24, 2006, the Company filed Amendment No. 2 to Form 10-KSB/A to reflect in its
2004 financial statements the removal of certain items as extraordinary as per
paragraph 26 of APB 30 and to adjust the 2004 financial statements to reflect
previously reported debt forgiveness as capital contribution. Further, revisions
were made to the certifications to this 2004 Form 10-KSB and to reflect the
recent resignation of the Company's Chief Financial Officer. Disclosure
pertaining to the resignation of the Chief Financial Officer has been previously
filed on Current Report Form 8-K filed on January 23, 2006. The Company is
filing this Amendment No. 3 on Form 10-KSB/A to reflect additional changes to
its certifications and to include a footnote in its financial statements
disclosing the restatement adjustment as reflected in Amendment No. 2.

This Amendment does not reflect events occurring after the filing of the
original 2004 Form 10-KSB and other than making the adjustments stated, does not
modify or update the disclosures in the original 2004 Form 10-KSB in any way,
including the 2004 financial statements.

<PAGE>

(begin boldface)
Certain statements in this Annual Report on Form 10-KSB, or the Report, are
"forward-looking statements." These forward-looking statements include, but are
not limited to, statements about the plans, objectives, expectations and
intentions of CompuBec Micro Distribution Inc, a subsidiary corporation
(referred to in this Report as "we," "us" or "our,") and other statements
contained in this Report that are not historical facts. Forward-looking
statements in this Report or hereafter included in other publicly available
documents filed with the Securities and Exchange Commission, or the SEC, reports
to our shareholders and other publicly available statements issued or released
by us involve known and unknown risks, uncertainties and other factors which
could cause our actual results, performance (financial or operating) or
achievements to differ from the future results, performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements. Such future results are based upon management's best estimates based
upon current conditions and the most recent results of operations. When used in
this Report, the words "expect," "anticipate," "intend," "plan," "believe,"
"seek," "estimate" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements, including our plans, objectives, expectations and
intentions and other factors discussed under "Risk Factors."
(end boldface)

                                     PART I
                                     ------

Item 1.  Description of Business.
         ------------------------

Innofone.com, Incorporated ("The Company") operates as a holding company for
companies that are involved in the technology and financial services. Innofone
is actively seeking new investment opportunities in creating and or acquiring
assets involved in the broad technology and financial market. Innofone currently
has 5 employes on staff.

The company has no operating subsidiary, because of lack of capital it divested
it self of CompuBec Micro Distribution Inc.("Compubec")in early November 2002.,
As previously reported, our ex-sole operating subsidiary, Digital Micro
Distribution Canada Inc., has been sold to Qvest Management Group effective June
11th, 2002. Compubec, Innofone.com Inc's sole subsidiary, plans to specialize in
the disassembly and international distribution of used/refurbished, end of line
new personal computers, servers, peripherals and components. Compubec's core
business will act as a clearing house and distribution center for the hundreds
of thousands of used off-lease computers, monitors and printers that are surplus
to major Corporations on an annual basis. The ability of Compubec to execute its
business plan was dependent upon raising capital to fund its startup and
operational needs which never materialized.

Please see Item 6, "Management's Discussion and Analysis or Plan of Operation,"
for more information.

Item 2.  Description of Property.
         ------------------------

The Company does not own any real estate. The company is currently negotiating a
lease for new office space.

Item 3.  Legal Proceedings.
         -----------------

The Company does not currently have any pending legal proceedings. The company
issued 80,000 shares to counsel for legal services. The value of which was
$5,000.

                                        1
<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

Not Applicable.

                                     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 ("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
September 30, 2003 was $0.52 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:

                2000                        High         Low
                ----                        ----         ---
     7/1/00 - 9/30/00 (delisted)            .703        .250
     10/1/00 - 12/31/00 (delisted)          .516        .156

                2001
                ----
     1/1/01 - 3/31/01 (delisted)            .344        .047
     4/1/01 - 6/30/01                       .1          .012
     7/1/01  - 9/30/01                      .14         .012
     10/1/01 - 12/31/01                     .12         .015

                2002
                ----
     1/1/02 - 3/31/02                       .08         .015
     4/1/02 - 6/30/02                       .06         .011
     7/1/02 - 9/30/02                       .05         .006
    10/1/02 - 12/31/02                      .14         .001

                2003
                ----
     1/1/03 - 3/31/03                       .51         .05
     4/1/03 - 6/30/03                       .50         .10
     7/1/02 - 9/30/03                      2.35        2.00
    10/1/02 -12/31/03                      2.35        2.00

                2004
                ----
     1/1/04 - 3/31/04                      2.50        2.35
     4/1/04 - 6/30/04                      2.50        2.35
     7/1/04 - 9/30/04                      2.50        2.35

Please note that quotations on the OTC Bulletin Board represent inter-dealer
prices, without mark-ups, commissions, etc., and they may not necessarily be
indicative of actual sales prices.

(b) As of June 30, 2004, we had 155 shareholders of record.

(c) We have not paid any cash dividends to date.

                                        2
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

FORWARD-LOOKING STATEMENTS
--------------------------

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the Consolidated Financial
Statements and Notes thereto for the year ended June 30, 2004 included elsewhere
in this Report. This Annual Report on Form 10-KSB includes forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. Words such as "may," "plans," "expects," "anticipates," "approximates,"
"believes," "estimates," "intends," "hopes," "potential," or "continue", and
variations of such words and similar expressions are intended to identify such
forward-looking statements. The Company intends such forward-looking statements,
all of which are qualified by this statement, to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Litigation
Securities Reform Act of 1995 and is including this statement for purposes of
complying with these safe harbor provisions. The Company has based these
statements on its current expectations and projections about future events.
These forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected in these statements. Forward-looking statements
include but are not limited to:

     o    The Company's ability to raise financing and find suitable
          acquisitions.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's views only as of the date hereof. The
Company is not obligated to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of the risks, uncertainties and assumptions to which the Company and
such forward-looking statements are subject, the forward-looking events
discussed in this Annual Report on Form 10-KSB might not occur.

The Company currently does not have sufficient funds with which to sustain its
operations. It is has convert noteholders to equity common stock shareholders
and the company is still waiting to see whether or not it will receive a
dividend from the bankruptcy of its previously owned subsidiary, Innofone
Canada. Which is highly unlikely.

The company changed its authorized share capital from 100,000,000 shares to
950,000,000 common shares. This was done in accordance to the companies by-laws
as disclosed in it's latest 8-K dated August 12, 2002.

The company issued shares to the President and new chairman for salary and
expense reimbursement due to the company's poor cash flow position total value
of these expenses was $330,000.

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.

                                        3
<PAGE>

(a)  Plan of Operations

The company is in discussions with an several investors and acquistion
candidates.

As reflected in Note 1 of the financial statements the Company currently has a
going concern issue as there are insufficient assets or prospective cash flows
to fund its liabilities. While the Company is hopeful that the capital and loan
requirements can be achieved, there can be no assurance that they will be and
consequently, it cannot be determined if the company will be able to meet its
current or future obligations.

The Company's CEO and President Frederic Richardson is currently reviewing
several acquisition candidates and funding sources. The company's Chairman is
reviewing technology acquisitions and financing options. The company was
successful in canceling most the debt on the books which was one of the major
objectives of new management.

(b)  Results of Operations

The company had no operations in 2004. Management is currently looking for
outside directors and new management to help in securing additional financing
for operations and viable acquisitions. To that end management has retained
Frederic Richardson as its new President, CEO and CFO in addition Mr Jeffery
Watson has become the company's chairman. The company hopes to make additional
appointments to the Board of Directors and management over the next three
months.

(c)  Liquidity and Capital Resources

As previously mentioned, the company has a going concern issue as there are
insufficient assets or prospective cash flows to fund its liabilities. The
effect of this on the company being able to meet its current or future
obligations cannot be determined at this time.

Item 7.  Financial Statements.
         ---------------------

The financial statements required by this Item 7 are included elsewhere in this
Report and incorporated herein by this reference.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         ---------------------------------------------------------------
         Financial Disclosure.
         ---------------------

There have been no changes in or disagreements with our accountants since the
formation of the Company required to be disclosed pursuant to Item 304 of
Regulation S-B.

The company was not in a financial position to pay the prior years auditor's
fees, and consequently, they refused to provide any further audit services. The
company retained the services of Danziger and Hochman chartered accountants to
perform the current years audit. There were no changes in or disagreements with
either the current or the prior years auditors relating to financial disclosure
issues. The change of auditors was reported in the 8-K dated August 12, 2002.

                                        4
<PAGE>

                                    PART III
                                    --------

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        ------------------------------------------------------------------------
        with Section 16(a) of the Exchange Act.
        ---------------------------------------

COMPLIANCE WITH SECTION 16(a)OF THE EXCHANGE ACT.

(a)  Beneficial Ownership

Name                    Number of Shares     Percentage of Ownership

Frederic Richardson
Director, Officer
                        Failure to File           Late Filings
                             No                        1

Dick Swartzman          Number of Shares     Percentage of Ownership
Director, Officer            0                         0

                        Failure to File           Late Filings
                             No                        0

Max Apple               Number of Shares     Percentage of Ownership
Director, Officer            0                         0

                        Failure to File           Late Filings
                             No                        0

Ed Hutya                Number of Shares     Percentage of Ownership
Director, Officer            0                         0

                        Failure to File           Late Filings
                             No                        0

None of the above officers and directors sold any common stock and therefore
were not required to file forms relating to the sale of their stock.

The following table sets forth the current names and ages of the directors of
the Company:

Name                    Age     Position      Term        Period Served
-----                    ---     --------      ----        -------------
Jeffery Watson          46      Chairman     Annual      June01 to current
Frederic Richardson     43      President    Annual      Nov 01 to current
Max Apple               61      Director     Annual      Nov 01 to current
Ed Hutya                53      Director     Annual      Nov 01 to current
Dick Swartzman          54      Director     Annual      Nov 01 to current

The following table sets forth the names and ages of the Company's current
executive officers:

Name                    Age     Position      Term        Period Served
-----                   ---     --------      ----        -------------
Jeffery Watson          46      Chairman     Annual      June01 to current
Frederic Richardson     43      President/CeoAnnual      Nov 01 to current
Max Apple               61      COO          Annual      Nov 01 to current
Ed Hutya                53      Treasurer    Annual      Nov 01 to current
Dick Swartzman          54      Secretary    Annual      Nov 01 to current

                                        5
<PAGE>

Mr. Jeffrey H. Watson will be joining Innofone.com, Inc. as Chairman and CEO.
Mr. Watson is currently a Managing Partner at J. Watson & Company, a
Washington-based lobbying and consulting firm. Prior to his current position at
J. Watson & Company, he worked as a Senior Consultant with the Jefferson Group
in Washington, D.C., and was employed with Deloitte & Touche in Miami. Mr.
Watson was a Senior Executive Assistant to the President for Inter-Governmental
Affairs during the first term of the Clinton Administration, and he is a past
President of the Young Democrats of America. Mr. Watson's experience and
guidance will be an asset to the Innofone team.

Frederic Richardson, the President and director of Innofone since Nov 01 2002,
has extensive experience in the computer distribution industry. He is a board
experience in capital formation and running public companies. Richardson is the
current chairman of another public company. He was the former chairman of life
insurance company that was liquidated by the Pennsyvania Insurance Departmant In
1994. Without the prior approval of the Pa insurnace Department Mr Richardson
can not hold a controlling position with any insurer for the next 5 years.

Mr. Maxwell W. Apple has been one of our directors since 2002, and has also
served as our Secretary since 2002. Mr Apple is a former judge and currently a
member of the Indiana Bar. He has been involved in various business ventures
which include owning Nunur Corporation, a company which owned commercial and
residential properties, being a partner in French Lick Springs Golf and Tennis
Resort, L.P., and being the sole shareholder of The Paoli Corporation, a company
specializing in the manufacturing of wood products and operating lumber dry
kilns. He received his Juris Doctor Degree from the Indiana University School of
Law and also attended the National College of the State Judiciary and Indiana
Judicial College during.

Mr. Edward A. Hutya has been one of our directors since 2002. He also served as
our vice president until September 2002. He is currently the president of the
Center of Independent Living and a consultant to Riverside Healthcare
foundation, two not-for-profit organizations. Mr. Hutya has many years of
experience in the operations and acquisitions of health care properties. During
his tenure as president of several not-for-profit corporations, Mr. Hutya
directed corporate development for the acquisition of housing and nursing
facilities for the elderly and special populations. Mr. Hutya also selected and
hired management companies which operated nursing homes. Prior to his
involvement with not-for-profit organizations, Mr. Hutya specialized in
financing, including equipment, vehicles, real estate and governmental leasing
and financing. Mr. Hutya received a degree in Economics from the University of
Connecticut in 1965, and participated in graduate work in Urban Economics at
American University.

Dick Swartzman has been a director seen 2002 He has been a Washington Dc
Attorney specailizing in litigation for over 20 years.

Item 10.  Executive Compensation.
          -----------------------

COMPENSATION OF OFFICERS.
-------------------------

The Officers have not received any compensation during the last fiscal year and
will not receive compensation until the Company is in a position to award
compensation. The company has not made any arrangements to negotiate any fees at
this time. The company will pay all operating personnel in stock until cash flow
can sustain salaries. The company has issued over 3,600,000 restricted shares to
management for salary and expense reimbursment.

COMPENSATION OF DIRECTORS.
--------------------------

There has not been any compensation paid to the directors of the company.
Although the company plans to in the coming months.

                                        6
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management.
          ---------------------------------------------------------------

(a) Security ownership of certain beneficial owners.

<TABLE>
<CAPTION>
     (1)                          (2)                            (3)                       (4)
                               Name and                       Amount and
Title of Class        Address of Beneficial Owner     Nature of Beneficial Owner     Percent of Class
---------------       ---------------------------     --------------------------     ----------------
<S>                   <C>                             <C>                                 <C>
Common shares         Frederic Richardson              1,250,000 Direct                   17%
                      3470 Olney Rd.
                      Olney, MD 20832

Common shares         Jeffery Watson                   2,500,000 Direct                   35%
                      7 W. Jefferson Street
                      Rockville Md 20850
</TABLE>

(b) Security ownership of management.

<TABLE>
<CAPTION>
     (1)                       (2)                            (3)                       (4)
                            Name and                       Amount and
Title of Class     Address of Beneficial Owner     Nature of Beneficial Owner     Percent of Class
--------------     ---------------------------     --------------------------     ----------------
<S>                <C>                             <C>                                    <C>
Common shares         Frederic Richardson              1,250,000 Direct                   17%
                      3470 Olney Rd.
                      Olney, MD 20832

Common shares         Jeffery Watson                   2,500,000 Direct                   35%
                      7 W. Jefferson Street
                      Rockville Md 20850
</TABLE>

Item 12.  Certain Relationships and Related Transactions.
          -----------------------------------------------

None.

                                       7
<PAGE>


                           INNOFONE.COM, INCORPORATED
                              Financial Statements
                        (Stated in United States Dollars)
                                  June 30, 2004


<PAGE>

                           INNOFONE.COM, INCORPORATED

                                      INDEX

                                  June 30, 2004

                                                                            PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC
  ACCOUNTING FIRM                                                              1

FINANCIAL STATEMENTS

  Balance Sheets - Statement I                                                 2

  Statements of Shareholders' Deficit- Statement II                            3

  Statements of Operations - Statement III                                     4

  Statements of Cash Flows - Statement IV                                      5

NOTES TO FINANCIAL STATEMENTS                                              6 - 9

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003, and the related statements of operations,
shareholders' deficit and cash flows for each of the three years in the period
ended 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 audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those 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 referred to above present fairly, in
all material respects, the financial position of the Company as at June 30, 2004
and 2003, and the results of its operations and their cash flows each of the
three years in the period ended June 30, 2004, in conformity with United States
generally accepted accounting principles.

As more fully described in note 6, the 2004 financial statements have been
restated.

Toronto, Ontario
October 7, 2004 except note 6 for which the date is
January 10, 2006.                                          Chartered Accountants

                                                                          Page 1
<PAGE>

INNOFONE.COM, INCORPORATED                                           Statement I
Balance Sheets
(Stated in United States Dollars)
As at June 30, 2004
--------------------------------------------------------------------------------
                                                       2004
                                                    (Restated)          2003
--------------------------------------------------------------------------------

ASSETS
    Investment in 908651 Alberta Ltd. (note 4)     $         --    $    210,000
--------------------------------------------------------------------------------

LIABILITIES
    Accounts payable and accrued liabilities       $         --    $    316,572
--------------------------------------------------------------------------------

SHAREHOLDERS' DEFICIT

  CAPITAL STOCK (note 3)
    Common shares                                     4,879,010       4,871,950
    Additional paid-in capital                        9,314,824       8,550,112
--------------------------------------------------------------------------------

                                                     14,193,834      13,422,062

  (DEFICIT) - Statement II                          (14,193,834)    (13,528,634)
--------------------------------------------------------------------------------

                                                            (--)       (106,572)
--------------------------------------------------------------------------------

                                                   $         --    $    210,000
================================================================================

{See accompanying notes.}
                                                                          Page 2
<PAGE>

INNOFONE.COM, INCORPORATED                                          Statement II
Statements of Shareholders' Deficit
(Stated in United States Dollars)
For The Year Ended June 30, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             Additional
                                                              Paid-In
                                                 Common        Capital         Deficit         Total
                                                 Shares      (Restated)       (Restated)     (Restated)
--------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>             <C>             <C>
BALANCE, June 30, 2001                       $  4,773,965   $  7,098,052    $(13,654,877)   $ (1,782,860)

Stock options exercised                               475           (427)             --              48
Convertible notes converted to stock                  520        415,480              --         416,000
Issuance of stock for Digital Micro
  Distribution Canada Inc.                         67,000             --              --          67,000
Issuance of stock for equipment                       146          7,154              --           7,300
Convertible notes converted to stock                  666        199,334              --         200,000
Net income                                             --             --         335,940         335,940
--------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2002                          4,842,772      7,719,593     (13,318,937)       (756,572)

Convertible note converted to stock                 2,300        647,700              --         650,000
Issuance of shares for legal services                 500          1,887              --           2,387
Issuance of shares for consulting services         26,378        180,932              --         207,310
Net loss                                               --             --        (209,697)       (209,697)
--------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2003                          4,871,950      8,550,112     (13,528,634)       (106,572)

Issuance of shares for consulting services          7,060        448,140              --         455,200
Forgiveness of debt from related party                 --        316,572              --         316,572
Net loss                                               --             --        (665,200)       (665,200)
--------------------------------------------------------------------------------------------------------

BALANCE, June 30, 2004                       $  4,879,010   $  9,314,824    $(14,193,834)   $        (--)
========================================================================================================
</TABLE>

{See accompanying notes.}
                                                                          Page 3
<PAGE>

INNOFONE.COM, INCORPORATED                                         Statement III
Statements of Operations
(Stated in United States Dollars)
For the Year Ended June 30, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            2004
                                         (Restated)         2003            2002
------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>
SALES                                   $         --    $         --    $         --
------------------------------------------------------------------------------------

EXPENSES
  Write-off of investment                    210,000              --              --
  Forgiveness of debt                             --                        (294,908)
  Net gain on sale of Digital Micro
    Distribution Canada Incorporated              --              --        (143,000)
  Selling, general and administrative        455,200         209,697         101,968
------------------------------------------------------------------------------------

                                             665,200         209,697        (335,940)
------------------------------------------------------------------------------------

NET INCOME (LOSS) FOR THE YEAR          $   (665,200)   $   (209,967)   $    335,940
------------------------------------------------------------------------------------

BASIC NET INCOME (LOSS) PER SHARE
  (Note 5)                              $      (0.14)   $      (1.37)   $         --
------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                4,740,817         152,682      79,738,604
====================================================================================
</TABLE>

{See accompanying notes.}
                                                                          Page 4
<PAGE>

INNOFONE.COM, INCORPORATED                                          Statement IV
Statements of Cash Flows
(Stated in United States Dollars)
For The Year Ended June 30, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    2004           2003            2002
                                                 (Restated)     (Restated)      (Restated)
-------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES
  Net income (loss) for year                   $   (665,200)   $   (209,697)   $    335,940
  Issuance of shares for consulting services        455,200         209,697              --
  Net gain on sale of Digital Micro
    Distribution Canada Incorporated                     --              --        (143,000)
    Loss on capital assets                               --              --           7,741
  Changes in non-cash working capital
    components
    o Write-off of investments                      210,000              --              --
    o Prepaid expenses and deposits                      --              --             225
    o Accounts payable and accrued
      liabilities                                        --              --         (19,938)
-------------------------------------------------------------------------------------------
                                                         --              --         180,968
-------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Bank indebtedness                                      --              --            (546)
  Due to officers and directors                          --              --        (180,470)
  Issuance of capital stock                              --              --              48
-------------------------------------------------------------------------------------------

                                                         --              --        (180,968)
-------------------------------------------------------------------------------------------

INCREASE IN CASH                                         --              --              --

CASH, BEGINNING OF YEAR                                  --              --              --
-------------------------------------------------------------------------------------------
CASH, END OF YEAR                              $         --    $         --    $         --
===========================================================================================

Non-cash transactions
  Accounts payable and accrued liabilities     $   (316,572)   $   (104,000)   $         --
  Due to officers and directors                          --         104,000              --
  Convertible debt                                       --        (500,000)       (616,000)
  Note payable                                           --        (150,000)             --
  Issuance of capital stock for debt                     --         650,000         616,000
  Investment in 908651 Alberta Ltd.                      --              --        (210,000)
  Shares issued for equipment                            --              --           7,300
  Share issuance for Digital Micro
    Distribution Canada Incorporated                     --              --          67,000
</TABLE>

{See accompanying notes.}
                                                                          Page 5
<PAGE>

INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
June 30, 2004
--------------------------------------------------------------------------------

1.    NATURE OF OPERATION

      The Company was incorporated in Nevada on December 19, 1995 and is in the
      process of attempting to raise capital for future operations.

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.

      Financial Instruments

      Financial instruments included in the balance sheet are accounts payable.
      Their carrying values approximate fair market value.

                                                                          Page 6
<PAGE>

INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
June 30, 2004
--------------------------------------------------------------------------------

3.    CAPITAL STOCK

      The number of outstanding shares of the Company as at June 30, 2004 is
      computed as follows:

                                                                        Common
                                                                        ------

      Outstanding Shares as at June 30, 2001                         31,214,837

      Shares issued in exchange for equipment                           146,000
      Options exercised                                                 475,000
      Shares issued to DMD CANADA shareholders                       67,000,000
      Shares issued on conversion of debt                             1,186,668
      --------------------------------------------------------------------------
      Outstanding Shares as at June 30, 2002                        100,022,505

      Shares issued in exchange for consulting fees                  23,357,826
      Shares issued in exchange for legal fees                          500,000
      Reverse stock split: 175 shares for one share                (123,172,444)
      Share issuance on conversion of debt                            2,300,000
      Share issuance on exchange for consulting fees                  3,021,800
      Reverse stock split: 20 shares for one share                   (5,728,203)
      --------------------------------------------------------------------------
      Outstanding shares as at June 30, 2003                            301,484

      Shares issuance on exchange for consulting fees                 7,060,000
      --------------------------------------------------------------------------

      Outstanding shares as at June 30, 2004                          7,361,484
      ==========================================================================

      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.    INVESTMENT IN 908651 ALBERTA LTD.

      The investment has been written-off to reflect the estimated fair value.

                                                                          Page 7
<PAGE>

INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
June 30, 2004
--------------------------------------------------------------------------------

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.

6.    RESTATEMENT

      Subsequent to the issuance of the financial statement for the year ended
      June 30, 2004 that were filed with the U.S. Securities and Exchange
      Commission on October 13, 2004, the Company made the following adjustments
      to the financial statement

      a)    Non-cash transactions have been excluded from investing and
            financing activities on the statement of cash flows.

            A summary of the effect of the restatement is as follows:

<TABLE>
<CAPTION>
                                                                      Year Ended June 30, 2004
                                                             As Reported     Restatement     As Restated
                                                             ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>
            Net income (loss) for year                       $   (348,628)   $   (316,572)   $   (665,200)
            Accounts payable and accrued liabilities             (316,572)        316,572              --

                                                                      Year Ended June 30, 2003
                                                             As Reported     Restatement     As Restated
                                                             ------------    ------------    ------------
            Accounts payable and accrued liabilities         $   (104,000)   $    104,000    $         --
            Due to officers and directors                         104,000        (104,000)             --
            Issuance of capital stock                             650,000        (650,000)             --
            Convertible debt                                     (500,000)        500,000              --
            Note payable                                         (150,000)        150,000

                                                                      Year Ended June 30, 2002
                                                             As Reported     Restatement     As Restated
                                                             ------------    ------------    ------------
            Loss on capital assets                           $         --    $      7,741    $      7,741
            Net gain on sale of Digital Micro Distribution
              Canada Incorporated                                      --        (143,000)       (143,000)
            Issuance of capital stock                             690,348         690,300              48
            Convertible debt                                     (616,000)        616,000              --
            Investment in 908651 Alberta Ltd.                    (210,000)        210,000              --
            Capital assets                                            441            (441)             --
</TABLE>

                                                                          Page 8
<PAGE>

INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
June 30, 2004
--------------------------------------------------------------------------------

6.    RESTATEMENT (continued)

      b)    The write-off of investment in 908651 Alberta Ltd. has been
            reallocated from extraordinary expense to net loss from operations
            in the normal course of business.

            A summary of the effect of the restatement is as follows:

<TABLE>
<CAPTION>
                                                          Year Ended June 30, 2004
                                                 As Reported     Restatement     As Restated
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
            Net loss from operations             $   (455,200)   $   (210,000)   $   (665,200)
</TABLE>

      c)    The Company has corrected the reclassification of debt forgiveness
            from a related party in accordance with Accounting Principles Board
            Opinion No. 26, "Early Extinguishment of Debt", paragraph 20.

            A summary of the effect of the restatement is as follows:

<TABLE>
<CAPTION>
                                                          Year Ended June 30, 2004
                                                 As Reported     Restatement     As Restated
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
            Additional paid-in capital           $  8,998,252    $    316,572    $  9,314,824
            Accumulated deficit                  $(13,877,262)   $   (316,572)   $(14,193,834)
            Net loss                             $   (348,628)   $   (316,572)   $   (665,200)
            Basic net loss per share             $       (.07)   $       (.07)   $       (.14)
</TABLE>

                                                                          Page 9
<PAGE>

                                    PART III

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.       Document
-----------       -------------------------------------------------------------

23.1              Consents of Experts and Counsel*

31.1              Rule 13a-14(a)/15d-14(a) Certification of the Principal
                  Executive Officer and Principal Financial Officer*

32.1              Section 1350 Certification *

-------------

*      Filed herewith.

<PAGE>

                                   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 2nd
day of February 2006.

                                         INNOFONE.COM, INCORPORATED

                                         By:  /s/ Alex Lightman
                                              ---------------------------------
                                              Alex Lightman, Chief Executive
                                              Officer, President and Principal
                                              Financial Officer

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.

<TABLE>
<CAPTION>
       Signature                                 Title                                Date
-------------------------           -------------------------------              ----------------
<S>                                 <C>                                          <C>
/s/ Alex Lightman                   Chief Executive Officer,                     February 2, 2006
-------------------------           President,
Alex Lightman                       Principal Financial Officer and
                                    Director

/s/ Peter Maddocks                  Director                                     February 2, 2006
-------------------------
Peter Maddocks
</TABLE>