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
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                                                                         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.


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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



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