UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
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(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, 2004.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to _____________
Commission file number: 0-31949
Innofone.com Incorporated
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(Name of Small Business Issuer)
Nevada 98-0202313
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1431 Ocean Avenue, Suite 1100, Santa Monica, CA 90401
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (310) 458-3233
Securities registered under Section 12(b) of the Exchange Act: None
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Securities registered under Section 12(g) of the Exchange Act:
Common Shares, $ .001 par value
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer had no revenues for the year ended June 30, 2003.
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2003, based on the closing trading price of the day of
$0.50 for the issuer's Common Shares, $0.001 par value (the "Common Shares") was
$150,742.00.
The number of shares outstanding of the issuer's common equity, as of June 30,
2003, was 301,484.
Transitional Small Business Disclosure Format (Check one): Yes No X
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Table of Contents
PART II
Item 7. Financial Statements
Part III
Item 13. Exhibits and Reports on Form 8-K 2
Signatures 3
Explanatory Note
On October 13, 2004, Innofone.com, Incorporated (the "Company") filed its Annual
Report on Form 10-KSB for its fiscal year ended June 30, 2004 which was
subsequently amended on September 6, 2005 (the "2004 Form 10-KSB"). The Company
is filing this Amendment No. 2 to Form 10-KSB/A to reflect in its 2004 financial
statements the removal of certain items as extraordinary as per paragraph 26 of
APB 30 and to adjust the 2004 financial statements to reflect previously
reported debt forgiveness as capital contribution. Further, revisions have been
made to the certifications to this 2004 Form 10-KSB and to reflect the recent
resignation of the Company's Chief Financial Officer. Disclosure pertaining to
the resignation of the Chief Financial Officer has been previously filed on
Current Report Form 8-K filed on January 23, 2006.
This Amendment does not reflect events occurring after the filing of the
original 2004 Form 10-KSB and other than making the adjustments stated, does not
modify or update the disclosures in the original 2004 Form 10-KSB in any way,
including the 2004 financial statements.
INNOFONE.COM, INCORPORATED
Financial Statements
(Stated in United States Dollars)
June 30, 2004
INNOFONE.COM, INCORPORATED
INDEX
June 30, 2004
PAGE
AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Balance Sheet - Statement I 2
Statement of Shareholders' Deficit- Statement II 3
Statement of Operations - Statement III 4
Statement of Cash Flows - Statement IV 5
NOTES TO FINANCIAL STATEMENTS 6 - 8
AUDITORS' REPORT
To the Board of Directors and Shareholders of:
INNOFONE.COM, INCORPORATED
We have audited the accompanying balance sheet of INNOFONE.COM, INCORPORATED as
at June 30, 2004 and 2003, and the statements of operations, shareholders'
deficit and cash flows for each of the years in the three-year period ended June
30, 2004. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at June 30, 2004 and 2003,
and the results of its operations and their cash flows each of the years in the
three-year period ended June 30, 2004, in conformity with Accounting principles
generally accepted in the United States of America.
Toronto, Ontario
October 7, 2004 Chartered Accountants
Page 1
INNOFONE.COM, INCORPORATED Statement I
Balance Sheet
(Stated in United States Dollars)
As at June 30, 2004
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2004 2003
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ASSETS
Investment in $ -- $ --
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LIABILITIES
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SHAREHOLDERS' DEFICIENCY
CAPITAL STOCK (note 4)
Common shares 4,879,010 4,871,950
Additional paid-in capital 9,314,824 8,550,112
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14,193,834 13,422,062
(DEFICIT) - Statement II (14,193,834) (13,422,062)
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(--) (--)
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$ -- $ --
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{See accompanying notes.} Page 2
INNOFONE.COM, INCORPORATED Statement II
Statement of Shareholders' Deficit
(Stated in United States Dollars)
For The Year Ended June 30, 2004
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Common Additional
Shares Paid-In Deficit
(Restated) Capital (Restated) Total
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BALANCE, June 30, 2001 $ 4,773,965 $ 7,098,052 $(13,654,877) $ (1,782,860)
Stock options exercised 475 (427) -- 48
Convertible notes converted to stock 520 415,480 -- 416,000
Issuance of stock for Digital Micro Distribution Canada Inc. 67,000 -- -- 67,000
Issuance of stock for equipment 146 7,154 -- 7,300
Convertible notes converted to stock 666 199,334 -- 200,000
Net earnings -- -- 335,940 335,940
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BALANCE, June 30, 2002 4,842,772 7,719,593 (13,318,937) (756,572)
Convertible note converted to stock 2,300 647,700 -- 650,000
Issuance of shares for legal services 500 1,887 -- 2,387
Issuance of shares for consulting services 26,378 180,932 -- 207,310
Net loss -- -- (209,697) (209,697)
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BALANCE, June 30, 2003 4,871,950 8,550,112 (13,528,634) (106,572)
Issuance of shares for consulting services 7,060 448,140 -- 455,200
Forgiveness of debt from related party -- 316,572 -- 316,572
Net loss -- -- (665,200) (665,200)
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BALANCE, June 30, 2004 $ 4,879,010 $ 9,314,824 $(14,193,834) $ (--)
==================================================================================================================================
{See accompanying notes.} Page 3
INNOFONE.COM, INCORPORATED Statement III
Statement of Operations
(Stated in United States Dollars)
For the Year Ended June 30, 2004
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2004 2003 2002
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SALES $ -- $ -- $ --
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EXPENSES
Write-off of investment 210,000 -- --
Forgiveness of debt -- (294,908)
Net gain on sale of Digital Micro
Distribution Canada Incorporated -- -- (143,000)
Selling, general and administrative 455,200 209,697 101,968
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665,200 209,697 (335,940)
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NET INCOME (LOSS) FOR THE YEAR $ (665,200) $ (209,967) $ 335,940
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BASIC NET INCOME (LOSS) PER SHARE
(Note 5) $ (0.14) $ (1.37) $ --
===============================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,740,817 152,682 79,738,604
===============================================================================================
{See accompanying notes.} Page 4
INNOFONE.COM, INCORPORATED Statement IV
Statement of Cash Flows
(Stated in United States Dollars)
For The Year Ended June 30, 2004
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2004 2003 2002
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CASH FLOWS FROM OPERATING
ACTIVITIES
Net earnings (loss) for year $(665,200) $(209,697) $ 335,940
Issuance of shares for consulting services 455,200 209,697 (173,024)
Net gain on sale of Digital Micro
Distribution Canada Incorporated -- -- (143,000)
Changes in non-cash working capital
components
- Write-off of investments 210,000 -- --
- Prepaid expenses and deposits -- -- 225
- Accounts payable and accrued
liabilities -- -- (19,938)
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-- -- 498
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FINANCING ACTIVITIES
Bank indebtedness -- -- (546)
Issuance of capital stock -- -- 48
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-- -- 498
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INCREASE IN CASH -- -- --
CASH, BEGINNING OF YEAR -- -- --
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CASH, END OF YEAR $ -- $ -- $ --
================================================================================================
Non-cash transactions
Issuance of shares for sales, general and
administrative services $ 425,200 $ -- $ --
Write-off of investment 210,000 -- --
Accounts payable and accrued liabilities 316,572 104,000 --
Due to officers and directors -- (104,000) --
Convertible debt -- 650,000 616,000
Issuance of capital stock for debt -- (650,000) (616,000)
Investment in 908651 Alberta Ltd. -- -- 210,000
Shares issued for equipment -- -- 7,300
Share issuance for Digital Micro
Distribution Canada Incorporated -- -- 67,000
{See accompanying notes.} Page 5
INNOFONE.COM, INCORPORATED
Notes to the Financial Statements
(Stated in United States Dollars)
June 30, 2004
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1. NATURE OF OPERATION
The Company was incorporated in Nevada on December 19, 1995 and is in the
process of attempting to raise capital for future operations
2. BASIS OF PRESENTATION
Going Concern Issue
These financial statements have been prepared on a going concern basis and
do not include any adjustments to the measurement and classification of
the recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. The
company has experienced several continuous years of operating losses. The
Company's ability to realize its assets and discharge its liabilities in
the normal course of business is dependent upon continued support. The
Company is also dependent on an infusion of equity from potential
shareholders. The Company is currently attempting to obtain additional
financing from its existing shareholders and other strategic investors to
continue its operations. However, there can be no assurance that the
Company will obtain sufficient additional funds from these sources.
The conditions cause substantial doubt about the Company's ability to
continue as a going concern. A failure to continue, as a going concern
would require that stated amounts of assets and liabilities be reflected
on a liquidation basis that could differ from the going concern basis.
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.
Page 6
INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
June 30, 2004
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3. SIGNIFICANT ACCOUNT POLICIES (continued)
Income Taxes
Income taxes are accounted for under the asset and liability method.
Future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carry forwards. Future tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on future tax assets
and liabilities of a change in tax rates is recognized as income in the
period that includes the enactment date.
Financial Instruments
Financial instruments included in the balance sheet are accounts payable.
Their carrying values approximate fair market value.
4. CAPITAL STOCK
The number of outstanding shares of the Company as at June 30, 2004 is
computed as follows:
Common
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Outstanding Shares as at June 30, 2001 31,214,837
Shares issued in exchange for equipment 146,000
Options exercised 475,000
Shares issued to DMD CANADA shareholders 67,000,000
Shares issued on conversion of debt 1,186,668
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Outstanding Shares as at June 30, 2002 100,022,505
Shares issued in exchange for consulting fees 23,357,826
Shares issued in exchange for legal fees 500,000
Reverse stock split: 175 shares for one share (123,172,444)
Share issuance on conversion of debt 2,300,000
Share issuance on exchange for consulting fees 3,021,800
Reverse stock split: 20 shares for one share (5,728,203)
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Outstanding shares as at June 30, 2003 301,484
Shares issuance on exchange for consulting fees 7,060,000
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Outstanding shares as at June 30, 2004 7,361,484
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Page 7
INNOFONE.COM, INCORPORATED
Notes to Financial Statements
(Stated in United States Dollars)
June 30, 2004
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4. CAPITAL STOCK (continued)
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.
A restatement of preferred shares and common shares have been adjusted to
the opening balances for June 30, 2001.
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 8
PART III
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
All references to the Company's Forms 8-K, 10-K, 10-QSB and 10-KSB include
reference to File No. 0-31949
(a) Exhibits
Exhibit No. Document
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23.1 Consents of Experts and Counsel*
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal
Executive Officer and Principal Financial Officer*
32.1 Section 1350 Certification *
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* Filed herewith.
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 24th
day of January 2006.
INNOFONE.COM, INCORPORATED
By: /s/ Alex Lightman
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Alex Lightman, Chief Executive
Officer, President and Principal
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this amended report has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
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/s/ Alex Lightman Chief Executive Officer, January 24, 2006
------------------------- President,
Alex Lightman Principal Financial Officer and
Director
/s/ Peter Maddocks Director January 24, 2006
-------------------------
Peter Maddocks