UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



(Check One): X Form 10-K    Form 20-F     Form 11-K     Form 10-Q    Form N-SAR

For Period Ended:   June 30, 2002
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[ ]    Transition Report on Form 10-K
[ ]    Transition Report on Form 20-F
[ ]    Transition Report on Form 11-K
[ ]    Transition Report on Form 10-Q
[ ]    Transition Report on Form N-SAR

For the Transition Period Ended:
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| Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
|     Nothing in this form shall be construed to imply that the Commissions    |
|                has verified any information contained herein.                |
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If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION

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Full Name of Registrant:
Innofone.com Incorporated
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Former Name if Applicable:
N/A
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Address of Principal Executive Office (Street and Number)
130 Centennial Parkway North
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City, State and Zip Code
Hamilton, Ontario, Canada
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PART II - Rules 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box, if appropriate)

X    (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

X    (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K, Form 20-F,  11-K, Form N-SAR, or portion  thereof,  will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report of transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

X    (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.








PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).

The Registrant  hereby represents that it is unable to file its Annual Report on
Form 10-KSB for the period  ended June 30, 2002 without  unreasonable  effort or
expense.

The  Company's  independent  auditor was unable to  complete  their audit of the
Company's  audited  statements in time for the Company to timely file its Annual
Report on Form  10-KSB.  Please  refer to the 8-K filed on August 13, 2002 where
the Company warned of the possibility of a late filing.


PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification.

     Sumit Majumdar                              905-560-9547
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     (Name)                               (Area Code)      (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities and Exchange Act of 1934 or Section 30 of the Investment Company
     Act of 1940 during the preceding 12 months or for such shorter  period that
     the  registrant  was  required to file such  report(s)  been filed?  If the
     answer is no, identify report(s).
     X  Yes       No

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Innofone.com Incorporated, a Nevada corporation, has caused this notification to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of Hamilton on September 30, 2002.


                                               Innofone.com Incorporated,
                                               a Nevada corporation



                                               By: /s/ Sumit Majumdar
                                                  ------------------------------
                                                      Sumit Majumdar

                                               Its:   President



INSTRUCTION:  The form may be signed by an executive office of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

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|                                  ATTENTION:                                  |
|      Intentional misstatements or omissions of fact constitute Federal       |
|                   Criminal Violations (See 18 U.S.C. 1001).                  |
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