**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB/A**


**Amendment
      No. 2**





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)




**1431
      Ocean Avenue, Suite1100**


**Santa
      Monica, CA 90401**


(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
                  Operations
              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


Explanatory
      Note




On
      October 14, 2005, Innofone.com  Incorporated (the "Company") filed its
      Annual Report on Form 10-KSB for its fiscal year ended June 30, 2005 (the "2005
      Form 10-KSB"). On January 24, 2006, the Company filed Amendment No. 1 on 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 2005
      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 Form 8-K Current Report filed
      on
      January 23, 2006. The
      Company is filing this Amendment No. 2 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.
      1.




This
      Amendment does not reflect events occurring after the filing of the original
      2005 Form 10-KSB and other than making the adjustments stated, does not modify
      or update the disclosures in the original 2005 Form 10-KSB in any way, including
      the 2005 financial statements.




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-
 Table
            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-
 Table
            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-
 Table
            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-
 Table
            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-
 Table
            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).
 
 -7-
 Table
            of Contents
 
 **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-
 Table
            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-
 Table
            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-
 Table
            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-
 Table
            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-
 Table
            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-
 Table
            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-
 Table
            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
                  BeneficialPosition
                  with
              
              Ownership
                  of Class
              
              Percentage
                  ofName/Address
                    of Beneficial Owner
              
              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-
 Table
            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 (incorporated
                    by reference to Exhibit 3.1 filed with the Company's Form 10-KSB
                    on
                    October 14, 2005). (1)3.2
                
                Bylaw,
                    as amended (incorporated by reference to Exhibit 3.2 filed with
                    the
                    Company's Form 10-KSB on October 14, 2005). (1)10.1
                
                Employment
                    Agreement between the Company and Gerard Casale, Jr., dated September
                    6,
                    2005 (incorporated by reference to Exhibit 10.1 filed with the
                    Company's
                    Form 10-KSB on October 14, 2005). (1)10.2
                
                Employment
                    Agreement between the Company and Frederic D. Geesey, dated September
                    22,
                    2005 (incorporated by reference to Exhibit 10.2 filed with the
                    Company's
                    Form 10-KSB on October 14, 2005). (1)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 (incorporated by reference to Exhibit 10.10 filed with the
                    Company's
                    Form 10-KSB on October 14, 2005). (1)10.11
                
                Form
                    of Promissory Note, dated October 12, 2005 issued to Alex Lightman
                    (incorporated by reference to Exhibit 10.11 filed with the Company's
                    Form
                    10-KSB on October 14, 2005). (1)21
                
                List
                    of Company's subsidiaries (incorporated by reference to Exhibit
                    21 filed
                    with the Company's Form 10-KSB on October 14, 2005).
                    (1)23.1
                
                Consents
                    of Experts and Counsel*23.2
                
                Consents
                    of Experts and Counsel (incorporated by reference to Exhibit
                    23.2 filed
                    with the Company's Form 10-KSB on October 14, 2005).
                    (1)31.1
                
                Rule
                    13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
                    and
                    Principal Financial Officer*32.1
                
                Section
                    1350 Certification *
 
 *
                Filed
                    herewith.
 (1)
                Previously filed as
                  indicated.
 
 -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 Danzinger 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
      2nd day of
      February 2006.




**INNOFONE.COM,
              INCORPORATED**By:
            /s/ Alex
              LightmanAlex
              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.




Signature
            
            Title
            
            Date/s/Alex
                Lightman
            
            Chief
                Executive Officer, President,
            
            February
                2, 2006Alex
                Lightman
            
            Principal
              Financial
              Officer and
              Director/s/
                Peter Maddocks
            
            Director
            
            February
                2, 2006Peter
                Maddocks











Table
          of Contents




**INNOFONE.COM,
        INCORPORATED**
 **Financial
        Statements**
 **(Stated
        in United States Dollars)**
 June
        30,
        2005









**INNOFONE.COM,
        INCORPORATED**
 
 **INDEX**
 
 **June
        30, 2005**




PAGE
 **REPORT
                OF INDEPENDENT REGISTERED PUBLIC****ACCOUNTING
                FIRM**
              1**FINANCIAL
                STATEMENTS**Balance
                  Sheets - Statement I
              2Statements
                  of Shareholders’ Deficit - Statement II
              3Statements
                  of Operations - Statement III
              4Statements
                  of Cash Flows - Statement IV
              5**NOTES
                TO FINANCIAL STATEMENTS**
              6
                  -
                  9




Table
          of Contents


**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, 2005 and 2004, and the related statements of operations, shareholders’
deficit and cash flows for each of the three years in the 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 audits.
 
 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 referred to above 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
        three years in the period ended June 30, 2005, 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**
                **July
                  25, 2005 except note 6 for which the date is**
                **January
                  10, 2006.**
              **Chartered
                Accountants**
 ****
 
 Page
            1
 
  **INNOFONE.COM,
                      INCORPORATED****Balance
                      Sheets**
                    As
                      at June 30, 2005 and 2004
                    **(Stated
                      in United States Dollars)**
                
                
                
                **Statement
                    I****2005**
                  **(Restated)**
                
                **2004**
                  **(Restated)****ASSETS**
                
                $
                —
                
                $
                —**LIABILITIES**
                
                $
                —
                
                $
                **—****SHAREHOLDERS’
                    DEFICIT****CAPITAL
                    STOCK**(note
                    3)Common
                    shares
                
                
                4,898,880
                
                
                4,879,010Additional
                    paid-in capital
                
                
                9,975,954
                
                
                9,314,82414,874,834
                
                
                14,193,834**(DEFICIT)**-
                    Statement II
                
                
                (
                    14,874,834
                )
                
                (
                    14,193,834
                )—
                
                
                —$
                —
                
                $
                —
 Page
                2
 *{See
                accompanying notes.}*
  **INNOFONE.COM,
                      INCORPORATED**
                    **Statement
                      of Shareholders’ Deficit**
                    For
                      The Years Ended June 30, 2005, 2004 and 2003
                    **(Stated
                      in United States Dollars)**
                
                
                
                
                
                
                
                **Statement
                    II****Additional****Common**
                
                **Paid-In****Shares**
                
                **Capital**
                
                **Deficit**
                
                **Total****(Restated)**
                
                **(Restated)**
                
                **(Restated)****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
                )
                
                (
                    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
                
                
                —
                
                
                455,200Forgiveness
                    of debt from related party
                
                
                —
                
                
                316,572
                
                
                —
                
                
                316,572Net
                    loss
                
                
                —
                
                
                —
                
                
                (
                    665,200
                )
                
                (
                    665,200
                )**BALANCE,**June
                    30, 2004
                
                
                4,879,010
                
                
                9,314,824
                
                
                (
                    14,193,834
                )
                
                —Issuance
                    of shares for selling, general and administrative services (note
                    4)
                
                
                19,870
                
                
                661,130
                
                
                —
                
                
                681,000Net
                    loss
                
                
                —
                
                
                —
                
                
                (
                    681,000
                )
                
                (681,000
                )**BALANCE**,
                    June 30, 2005
                
                $
                4,898,880
                
                $
                9,975,954
                
                
                ($14,874,834
                )
                $
                —
  Page 
                3
 
 *{See
                accompanying notes.}*
  **INNOFONE.COM,
                    INCORPORATED**
                  **Statement
                    of Operations**
                  For
                    The Years Ended June 30, 2005, 2004 and 2003
                  **(Stated
                    in United States Dollars)**
                
                
                
                
                
                **Statement
                    III****2005**
                
                **2004**
                
                **2003****(Restated)****REVENUE**
                
                $
                —
                
                $
                —
                
                $
                —**EXPENSES**Selling,
                    general and administrativeservices
                    (note 4)
                
                
                681,000
                
                
                455,200
                
                
                209,697Write-off
                    of investment
                
                
                —
                
                
                210,000
                
                
                —**Net
                    (Loss) from Operations**
                
                
                (
                    681,000
                )
                
                (
                    665,200
                )
                
                (
                    209,697
                )**NET
                    (LOSS) FOR THE YEAR**
                
                
                ($681,000
                )
                
                ($665,200
                )
                
                ($209,967
                )**BASIC
                    NET (LOSS) PER SHARE**(Note
                    5)
                
                
                ($
                    0.03
                )
                
                ($
                    0.14
                )
                
                ($
                  1.37
                )**WEIGHTED
                    AVERAGE NUMBER OF****COMMON
                    SHARES OUTSTANDING**
                
                
                20,098,984
                
                
                4,740,817
                
                
                152,682


Page 
              4
 
 *{See
              accompanying notes.}*
 
 
 **INNOFONE.COM,
                    INCORPORATED**
                  **Statement
                    of Cash Flows**
                  For
                    The Years Ended June 30, 2005, 2004 and 2003
                  **(Stated
                    in United States Dollars)**
                
                
                
                
                
                **Statement
                    IV****2005**
                
                **2004**
                
                **2003****(Restated)**
                
                **(Restated)****CASH
                    FLOWS FROM OPERATING****ACTIVITIES**Net
                    (loss) for year - (Statement III)
                
                
                ($681,000
                )
                
                ($665,200
                )
                
                ($209,697
                )Issuance
                    of shares for sales, generaland
                    administrative services (note 4)
                
                
                681,000
                
                
                455,200
                
                
                209,697Write-off
                    of investment
                
                
                -
                
                
                210,000
                
                
                -Accounts
                    payable and accruedliabilities
                
                
                -
                
                
                -
                
                
                -Net
                    cash provided by (used in) operating activities
                
                
                -
                
                
                -
                
                
                -**FINANCING
                    ACTIVITIES**Due
                    to officers and directors
                
                
                -
                
                
                -
                
                
                -Issuance
                    of capital stock
                
                
                -
                
                
                -
                
                
                -Convertible
                    debt
                
                
                -
                
                
                -
                
                
                -Net
                    cash provided by (used in) financing activities
                
                
                -
                
                
                -
                
                
                -**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
                
                
                -
                
                
                -
                
                
                104,000Issuance
                    of capital stock for debt
                
                
                -
                
                
                -
                
                
                650,000Convertible
                    debt
                
                
                -
                
                
                -
                
                
                (
                    500,000
                )Note
                    payable
                
                
                -
                
                
                -
                
                
                (
                    150,000
                )
 
 Page 
                5
 
 *{See
                accompanying notes.}*
  **INNOFONE.COM,
        INCORPORATED**
 **Notes
        to 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.
  
 Page
              6
  **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, generaland
                    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.
  Page
                7
 **INNOFONE.COM,
        INCORPORATED**
 **Notes
        to Financial Statements**
 June
        30,
        2005 and 2004
 **(Stated
        in United States Dollars)**
 
 
 **6.**
              
              **RESTATEMENT**
  Subsequent
        to the issuance of the financial statement for the year ended June 30, 2005
        that
        were filed with the U.S. Securities and Exchange Commission on October 14,
        2005,
        the Company made the following adjustments to the financial
        statements:
  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:
 
 **Year
                  Ended June 30, 2004****As
                  Reported**
              
              **Restatement**
              
              **As
                  Restated**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
 
 
 b)
                The
                    Company in 2004 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:
 
 **Year
                  Ended June 30, 2004****As
                  Reported**
              
              **Restatement**
              
              **As
                  Restated**Net
                  loss from operations
              
              
              ($455,200
              )
              
              ($210,000
              )
              
              ($665,200
              )
 
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            8
 **INNOFONE.COM,
        INCORPORATED**
 **Notes
        to Financial Statements**
 June
        30,
        2005 and 2004
 **(Stated
        in United States Dollars)**
 
  **6.**
              
              **RESTATEMENT**(continued)
  c)
              The
                  Company in 2004 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:
 
 **Year
                  Ended June 30, 2005****As
                  Reported**
              
              **Restatement**
              
              **As
                  Restated**Additional
                  paid-in capital
              
              $
              9,659,382
              
              $
              316,572
              
              $
              9,975,954Accumulated
                  deficit
              
              
              ($14,558,262
              )
              
              ($
                  316,572
              )
              
              ($14,874,834
              )
 
 
 **Year
                  Ended June 30, 2004****As
                  Reported**
              
              **Restatement**
              
              **As
                  Restated**Additional
                  paid-in capital
              
              $
              8,998,252
              
              $
              316,572
              
              $
              9,314,824Accumulated
                  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
              )
 
 
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            9