SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 11, 2002


                               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.)

4390 Paletta Court, Burlington, Ontario, Canada              L7L 5R2
-----------------------------------------------              -------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code           (905) 637-9442
                                                             --------------

Commission File Number: 0-31949
                        -------

-----------------------------------------------              ------------
(Former name or former address,                              (Zip Code)
if changed since last report.)



<PAGE>




Item 2.   Acquisition or Disposition of Assets.

          As detailed in Item 5,  below,  the Company has located a  significant
opportunity to secure  government  cooperation with and assistance in forwarding
the Company's business objectives by establishing a new operating  subsidiary in
the Province of Quebec,  Canada.  The  establishment  and  operation of that new
wholly-owned  subsidiary  will require the full  attention and commitment of the
Company's management, which is currently engaged full-time with the operation of
the Company's existing subsidiary, Digital Micro Distribution Canada, an Ontario
(Canada)  corporation  ("DMD").  The Company's  management  has determined it is
unable to simultaneously operate successfully both the new subsidiary,  and DMD.
In order to free the Company's management to seize the opportunity  presented by
the new Quebec  entity,  and to  benefit  from the  unique  economic  advantages
available to the new subsidiary (and not to DMD) described  below, the Company's
management  has determined it to be in the best interests of the Company and its
shareholders to sell DMD and focus on the establishment and operation of the new
subsidiary.

          On July 11, 2002,  the Company  entered into an agreement  with 908651
Alberta  Ltd.  O/A  QVEST  Management  Group  ("QVEST"),   an  Alberta  (Canada)
corporation, providing for the sale of DMD to QVEST.  QVEST purchased all of the
issued  and  outstanding  shares of DMD's  capital  stock  from the  Company  in
exchange for 1,750,000 (One Million Seven Hundred Fifty Thousand)  common shares
of QVEST,  valued at One Canadian Dollar  (Cdn.$1.00) per share. QVEST announced
its intent to  amalgamate  with  Greenstreet  Equities  Inc.  (TSX VE: GEI) or a
suitable public company within six months of the sale of DMD to QVEST.

          The  DMD/QVEST  transaction  occurred  as a result  of the  continuing
relationship between Mr. Nathan Tanner and DMD's current management.  Mr. Tanner
is the president and majority  shareholder of QVEST,  who  previously  served in
DMD's management in 2000 and 2001. He proposed the DMD/QVEST  transaction to the
Company's  management.  Mr.  Tanner was since  appointed  the sole  director and
officer  of  DMD.  Mr.  Tanner  has,  until  the  completion  of  the  DMD/QVEST
transaction, always operated at arm's length vis a vis Innofone and DMD.

          The  Company's  sale of DMD to QVEST  will  result in a  minimum  cash
injection of One Hundred Thirty Thousand  Canadian Dollars  (Cdn.$130,000)  into
DMD.  The net  book  value  (assets  minus  liabilities)  of DMD at the time the
transaction was entered into equaled Three Hundred Nineteen Thousand Six Hundred
Ten  Canadian  Dollars  (Cdn.$319,610).  Additionally,  the DMD sale  allows the
Company's operational management,  which has been engaged virtually full-time in
operations  of DMD,  to be freed to engage in  establishing  CompuBec.  Although
approval of the Company's outstanding shares is not required under the Company's
articles of incorporation or bylaws,  management has determined that the sale of
DMD, and refocus on the new CompuBec subsidiary, is in the best interests of the
Company and its shareholders.


Item 5.   Other Events.

          On July 8, 2002, after careful analysis of the many  opportunities and
preferences  available under Canadian law encouraging the  establishment  of new
businesses,  the Company approved the formation of a new wholly-owned  operating





                                        2
<PAGE>




subsidiary  corporation,  CompuBec  Inc.  ("CompuBec"),  pursuant  to the Canada
Business   Corporations  Act.  CompuBec  shall  operate  as  a  refurbisher  and
distributor of used computer equipment. The formation of CompuBec is a result of
ongoing  negotiations between the Company's management and the Government of the
Province of Quebec,  Canada,  which culminated in the signing of a memorandum of
understanding  issued by the  government of Quebec to  Innofone.com,  Inc. dated
June 11, 2002.

          Pursuant  to  that   memorandum,   in  exchange   for  the   Company's
establishment of CompuBec and commencement of operations  within the Province of
Quebec, the provincial government has proposed, subject to the completion of due
diligence  and the securing of initial  financing  on the part of CompuBec,  the
following significant business advantages and incentives (among others):

          1.   CompuBec shall operate tax-free for ten (10) years;

          2.   The Quebec  Government  shall provide  grants for job training in
               the  amount  of Six  Hundred  Thirty  Thousand  Canadian  dollars
               (Cdn.$630,000);

          3.   The government  will subsidize  Forty Percent (40%) of CompuBec's
               wages for five (5) years; and

          4.   Quebec will provide CompuBec  approximately Five Million Canadian
               Dollars (Cdn.$5,000,000) in grants, loans, and loan guarantees.

Given these proposed incentives,  and the unique opportunities and advantages of
the CompuBec  transaction,  the Company's board of directors determined it to be
advisable and in the best interests of the Company's  shareholders  to seize the
CompuBec  opportunity,  while  concurrently  freeing  the  Company  to  do so by
disposing of DMD as discussed above.

          Effective  August 1, 2002,  the  Company's  principal  offices will be
relocated  from  4390  Paletta  Court,  Burlington,  Ontario,  Canada,  L7L 5R2,
telephone  905-637-9442,  to 130 Centennial  Parkway North,  Hamilton,  Ontario,
Canada, L8E 1H9, telephone 905-560-0255, as a result of the sale of DMD to QVEST
and establishment of CompuBec.







                                        3
<PAGE>








                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


INNOFONE.COM, INC.



/s/ Sumit Majumdar
----------------------------------
Sumit Majumdar
President & Director

Date:         July 11, 2002



























                                        4
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{"company-data": {"conformed-name": "INNOFONE COM INC", "cik": "0001100364", "assigned-sic": "7389", "irs-number": "980202313", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31949", "film-number": "02710080"}, "business-address": {"street1": "241 APPLEWOOD CRESCENT SUITE 4", "street2": "VAUGHAN ONTARIO", "city": "CANADA", "state": "A6", "zip": "00000", "phone": "4162070046"}, "mail-address": {"street1": "241 APPLEWOOD CRESCENT SUITE 4", "street2": "VAUGHAN ONTARIO", "city": "CANADA", "state": "A6", "zip": "00000"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 11, 2002

                               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.)

4390 Paletta Court, Burlington, Ontario, Canada              L7L 5R2
-----------------------------------------------              -------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code           (905) 637-9442
                                                             --------------

Commission File Number: 0-31949
                        -------

-----------------------------------------------              ------------
(Former name or former address,                              (Zip Code)
if changed since last report.)
Item 2.   Acquisition or Disposition of Assets.

          As detailed in Item 5,  below,  the Company has located a  significant
opportunity to secure  government  cooperation with and assistance in forwarding
the Company's business objectives by establishing a new operating  subsidiary in
the Province of Quebec,  Canada.  The  establishment  and  operation of that new
wholly-owned  subsidiary  will require the full  attention and commitment of the
Company's management, which is currently engaged full-time with the operation of
the Company's existing subsidiary, Digital Micro Distribution Canada, an Ontario
(Canada)  corporation  ("DMD").  The Company's  management  has determined it is
unable to simultaneously operate successfully both the new subsidiary,  and DMD.
In order to free the Company's management to seize the opportunity  presented by
the new Quebec  entity,  and to  benefit  from the  unique  economic  advantages
available to the new subsidiary (and not to DMD) described  below, the Company's
management  has determined it to be in the best interests of the Company and its
shareholders to sell DMD and focus on the establishment and operation of the new
subsidiary.

          On July 11, 2002,  the Company  entered into an agreement  with 908651
Alberta  Ltd.  O/A  QVEST  Management  Group  ("QVEST"),   an  Alberta  (Canada)
corporation, providing for the sale of DMD to QVEST.  QVEST purchased all of the
issued  and  outstanding  shares of DMD's  capital  stock  from the  Company  in
exchange for 1,750,000 (One Million Seven Hundred Fifty Thousand)  common shares
of QVEST,  valued at One Canadian Dollar  (Cdn.$1.00) per share. QVEST announced
its intent to  amalgamate  with  Greenstreet  Equities  Inc.  (TSX VE: GEI) or a
suitable public company within six months of the sale of DMD to QVEST.

          The  DMD/QVEST  transaction  occurred  as a result  of the  continuing
relationship between Mr. Nathan Tanner and DMD's current management.  Mr. Tanner
is the president and majority  shareholder of QVEST,  who  previously  served in
DMD's management in 2000 and 2001. He proposed the DMD/QVEST  transaction to the
Company's  management.  Mr.  Tanner was since  appointed  the sole  director and
officer  of  DMD.  Mr.  Tanner  has,  until  the  completion  of  the  DMD/QVEST
transaction, always operated at arm's length vis a vis Innofone and DMD.

          The  Company's  sale of DMD to QVEST  will  result in a  minimum  cash
injection of One Hundred Thirty Thousand  Canadian Dollars  (Cdn.$130,000)  into
DMD.  The net  book  value  (assets  minus  liabilities)  of DMD at the time the
transaction was entered into equaled Three Hundred Nineteen Thousand Six Hundred
Ten  Canadian  Dollars  (Cdn.$319,610).  Additionally,  the DMD sale  allows the
Company's operational management,  which has been engaged virtually full-time in
operations  of DMD,  to be freed to engage in  establishing  CompuBec.  Although
approval of the Company's outstanding shares is not required under the Company's
articles of incorporation or bylaws,  management has determined that the sale of
DMD, and refocus on the new CompuBec subsidiary, is in the best interests of the
Company and its shareholders.

Item 5.   Other Events.

          On July 8, 2002, after careful analysis of the many  opportunities and
preferences  available under Canadian law encouraging the  establishment  of new
businesses,  the Company approved the formation of a new wholly-owned  operating

                                        2
subsidiary  corporation,  CompuBec  Inc.  ("CompuBec"),  pursuant  to the Canada
Business   Corporations  Act.  CompuBec  shall  operate  as  a  refurbisher  and
distributor of used computer equipment. The formation of CompuBec is a result of
ongoing  negotiations between the Company's management and the Government of the
Province of Quebec,  Canada,  which culminated in the signing of a memorandum of
understanding  issued by the  government of Quebec to  Innofone.com,  Inc. dated
June 11, 2002.

          Pursuant  to  that   memorandum,   in  exchange   for  the   Company's
establishment of CompuBec and commencement of operations  within the Province of
Quebec, the provincial government has proposed, subject to the completion of due
diligence  and the securing of initial  financing  on the part of CompuBec,  the
following significant business advantages and incentives (among others):

          1.   CompuBec shall operate tax-free for ten (10) years;

          2.   The Quebec  Government  shall provide  grants for job training in
               the  amount  of Six  Hundred  Thirty  Thousand  Canadian  dollars
               (Cdn.$630,000);

          3.   The government  will subsidize  Forty Percent (40%) of CompuBec's
               wages for five (5) years; and

          4.   Quebec will provide CompuBec  approximately Five Million Canadian
               Dollars (Cdn.$5,000,000) in grants, loans, and loan guarantees.

Given these proposed incentives,  and the unique opportunities and advantages of
the CompuBec  transaction,  the Company's board of directors determined it to be
advisable and in the best interests of the Company's  shareholders  to seize the
CompuBec  opportunity,  while  concurrently  freeing  the  Company  to  do so by
disposing of DMD as discussed above.

          Effective  August 1, 2002,  the  Company's  principal  offices will be
relocated  from  4390  Paletta  Court,  Burlington,  Ontario,  Canada,  L7L 5R2,
telephone  905-637-9442,  to 130 Centennial  Parkway North,  Hamilton,  Ontario,
Canada, L8E 1H9, telephone 905-560-0255, as a result of the sale of DMD to QVEST
and establishment of CompuBec.

                                        3
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

INNOFONE.COM, INC.

/s/ Sumit Majumdar
----------------------------------
Sumit Majumdar
President & Director

Date:         July 11, 2002

                                        4