UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One):
o
Form 10-KSB o
Form 11-K o
Form 20-F x
Form
10-QSB
For
Period Ended: December 31, 2005
o
Transition Report on Form
10-KSB
o
Transition Report on Form
20-F
o
Transition Report on Form
11-K
o
Transition Report on Form
10-QSB
o
Transition Report on Form
N-SAR
For
the
Transition Period Ended: ____________________________
Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: ________________________
PART
I
REGISTRANT
INFORMATION
Innofone.com,
Incorporated.
-----------------------------------------------
Full
Name
of Registrant
------------------------------------------------
Former
Name if Applicable
1431
Ocean Avenue, Suite 1100
------------------------------------------------------
Address
of Principal Executive Office (Street and Number)
Santa
Monica, CA 90401
------------------------------------------------
City,
State and Zip Code
PART
II
RULES
12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check appropriate box.)
o
(a) The reasons described in reasonable
detail in Part III of this form could not be eliminated without unreasonable
effort or expense;
x
(b) The subject annual
report, semi-annual report, transition report on Form 10-KSB, 20-F, 11-K or
N-SAR, or portion thereof, will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly report or transition
report on Form 10-QSB or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
o
(c) The accountant's statement or other
exhibit required by Rule 12b-25(c) has been attached if applicable.
PART
III
NARRATIVE
State
below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F, 10-QSB,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The
Company is unable to file its Form 10-QSB within the prescribed period without
unreasonable expense because management has not been able to complete the
adjustments necessary to close its books for the quarter. The Company fully
expects to be able to file within the additional time allowed by this
report.
PART
IV
OTHER
INFORMATION
(1)
Name
and telephone number of person to contact in regard to this notification
|
Alex
Lightman
|
(310)
458-3233
|
|
(Name)
|
(Area
Code) (Telephone Number)
|
(2)
Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify report(s).
x Yes o
No
(3)
Is it
anticipated that any significant change in results of operation for the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? o Yes x No
Innofone.com,
Incorporated
(Name
of
Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| Date: February
14, 2006 |
By: |
/s/ Alex
Lightman |
| |
Alex
Lightman |
| |
Chief
Executive Officer, President, Principal Financial Officer and
Director |
Instruction:
The form may be signed by an executive officer of the registrant or by any
other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal criminal violations.
(See
18 U.S.C. 1001)