FORM 10-QSB/A (Amendment No. 1) SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to _____________________ Commission File Number 0-31949 INNOFONE.COM, INC. ------------------ (Exact name of registrant as specified in its charter) Nevada 98-0202313 -------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1431 Ocean Avenue, Suite 1100, Santa Monica, CA 90401 ------------------------------------------------- ------------------ (Address of principal executive office) (Zip Code) (310) 458-3233 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares outstanding of each of Issuer's classes of common equity as of December 31, 2004. Common Stock at Par Value $0.001 17,361,484 -------------------------------- ----------------------- Title of Class Number of Shares Transitional Small Business Disclosure Format yes no X ----- ----- This document is made up of 14 pages. INNOFONE.COM, INC. Index ----- Page ------ Part II Items 6. Other Information....................................... 3 Signatures.............................................. 4 On February 18, 2005, Innofone.com, Incorporated (the "Company") filed its Quarterly Report on Form 10-QSB for its quarter ended December 31, 2004 (the "Form 10-QSB"). The Company is filing this Amendment No. 1 to Form 10-QSB to reflect revisions to the certifications and to reflect the recent resignation of the Company's Chief Financial Officer. Disclosure pertaining to the resignation of the Chief Financial Officer has been previously filed on Current Report Form 8-K filed on January 23, 2006. This Amendment does not reflect events occurring after the filing of the original 10-QSB and other than making the adjustments stated, does not modify or update the disclosures in the original 10-QSB in any way. 2 Item 6. Exhibits A. Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act.* 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.* _______ * Filed herewith. 3 SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INNOFONE.COM, INC. Date: January 24, 2006 By: /s/ Alex Lightman -------------------------------------- Alex Lightman, Chief Executive Officer and Principal Financial Officer 4