SecProbe.io

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      March 18, 2005

Mail Stop 0409

VIA U.S. MAIL

Frederic Richardson
3470 Onley-Laytonsville Rd #118
Olney, MD 20832

Re:	Innofone.com, Inc.
	Form 10-KSB for the year ended June 30, 2004
	File No. 000-31949

Dear Mr. Richardson:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB filed 10/13/04

Auditors` Report
1. We note that your audit report was signed by Chartered
Accountants
based in Canada.  Please amend to include a signed audit report
that
identifies the auditor and indicate to us in a supplemental
response
whether the firm is PCAOB registered.  In addition, please tell us
how you concluded that it is appropriate to have an audit report
issued by an auditor licensed outside of the United States.  Your
response should include where the majority of your assets are
located, where the majority of your revenues are derived and where
your corporate offices are located.  In accordance with Article 2
of
Regulation S-X, we believe that the audit report of a registrant
(that is not a foreign private issuer) should ordinarily be
rendered
by an auditor licensed in the United States.  Further guidance may
be
found in Section 5.K of "International Reporting and Disclosure
Issues in the Division of Corporation Finance" on the Commission`s
website at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P4
42_69217Please.  Tell us if you currently have plans to employ an
audit firm located in the United States to render an opinion for
fiscal year 2005.  If not please tell us if your management and
accounting records are located in the United States or Canada and
where the majority of the audit work is conducted.

Statement of Operations, page 4
2. It is unclear to us how the items identified as extraordinary
meet
the criteria of APB 30.  Please explain to us how that conclusion
was
reached or revise.

      As appropriate, please amend your Form 10-KSB and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      You may contact Monica Brame, Staff Accountant, at (202)
824-
5492 or the undersigned at (202) 942-1964 if you have questions.

						Sincerely,

Linda van Doorn
Senior Assistant Chief Accountant
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Innofone.com, Inc.
March 18, 2005
Page 1

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