SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      May 17, 2005

Mail Stop 4561

VIA U.S. MAIL and Fax (301) 340-9641

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 response letter dated April 28, 2005
and
have the following additional comments.  In our comments, we ask
you
to provide us with supplemental information so we may better
understand your disclosure and for an amendment to the Form 10-
KSB.
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-QSB filed 2/18/05

Item 6. Management`s Discussion and Analysis or Plan of Operation

1. We note from the MD&A discussion on page 4 that $330,000 of
salaries and expenses were paid by the Company by issuing shares
rather than cash.  Please tell us over what period these salaries
and
expenses were incurred and whether they relate to the accounts
payable and accrued expenses balance as of December 31, 2003 that
were "forgiven".  Based on the information in Note 3, we
understand
that the financial statements reflect shares issued for consulting
services in 2004 but not shares issued for salaries and expenses.
Since the financial statements should reflect all costs of doing
business in accordance with SAB Topics 1B and 5T, please explain
to
us how the salaries and expenses were accounted for.  In addition,
tell us the value of the consulting services received in exchange
for
the 7,060,000 shares reflected in Note 3 and where the related
expense is reflected in the Statement of Operations.

Auditors` Report

2. We note your response to the first part of comment 1 and
understand you will amend the Form 10-KSB to include the conformed
signature of Danziger and Hochman on their audit report.

3. We note your response to the second part of comment 1 and it
appears that your management and accounting records are currently
located in the United States.  In addition it appears the majority
of
the audit work is conducted in the United States.  Therefore, the
Company should make arrangements for its audit to be performed on
a
prospective basis by an accounting firm licensed and located in
the
United States.

Notes to the Financial Statements

Statement of Operations

4. We note your response to comment 2. We are unable to concur
with
your treatment of these items as extraordinary under APB 30.
Please
make the appropriate revisions.  Refer to the disclosure required
for
unusual or infrequent occurring items in paragraph 26 of APB 30.
In
addition, further describe to us the "forgiveness of debt"
transaction whereby the entire balance of your accounts payable
and
accrued liabilities as of December 31, 2003 were forgiven.  Were
these amounts owed to related parties or to independent third
parties?  If the former, what consideration did you give to
accounting for the transaction as a capital transaction?

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please include proposed revisions for future filings as necessary.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your 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.

You may contact Monica Brame, Staff Accountant, at (202) 551-3473
or
me at (202) 551-3780 with any other questions.

						Sincerely,

Linda van Doorn
Senior Assistant Chief Accountant
Innofone.com, Inc.
May 17, 2005
Page 1

</TEXT>
</DOCUMENT>