FORM 10-QSB/A


                       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, 2002

                                       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.)

3470 Olney-Laytonsville Rd., Suite 118, Olney, MD                  20832
-------------------------------------------------------      -------------------
(Address of principal executive office)                          (Zip Code)

                                 (301) 774-8294
                                 --------------
              (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, 2002.

     Common Stock at Par Value $0.001                        123,880,331
     --------------------------------                 -----------------------
              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
                                      -----

                                                                         Page
                                                                       --------
                                     Part I


Item 1.    Financial Statements

           Condensed Balance Sheet.................................        4

           Condensed Statements of Operations......................        5

           Statements of Shareholders' Deficiency and Comprehensive
           Loss....................................................        6

           Statement of Changes in Financial Position..............        7

           Notes to Condensed Financial Statements.................        8

Item 2.    Management's Discussion and Analysis or Plan of
            Operation..............................................       11


                                     Part II

Items 1-6. Other Information.......................................       13

           Signatures..............................................       14
















                                        2






















                      (Stated in United States dollars)

                      I N N O F O N E . C O M ,
                      I N C O R P O R A T E D




                      For the quarter ended DECEMBER 31, 2002
                      (Unaudited)






























                                        3









INNOFONE.COM, INCORPORATED

(Stated in United States dollars)

December 31, 2002 with comparative figures as at June 30, 2002

========================================================================================
                                                  December 31, 2002         June 30,2002
----------------------------------------------------------------------------------------
                                                        (unaudited)            (audited)
Assets
------

                                                                 

Current assets:
     Prepaid expenses and deposits                $             0      $             -
     -----------------------------------------------------------------------------------
                                                           25,000

Investment in 908651 Alberta Ltd.                         210,000              210,000
----------------------------------------------------------------------------------------
                                                  $       210,000      $       210,000
========================================================================================


Liabilities and Shareholders' Deficiency
----------------------------------------


Current liabilities:
     Accounts payable and accrued liabilities     $       206,912      $       212,572
     Due to officers and directors                        104,000              104,000
     Convertible debt                                     500,000              500,000
     Note payable                                         150,000              150,000
     -----------------------------------------------------------------------------------
                                                          960,912              966,572

Shareholders' deficiency:
     Share capital (note 2):
       Common shares                                    4,865,379            4,841,522
       Preferred shares                                     1,250                1,250
       Additional paid-in capital                       7,904,096            7,719,593
     -----------------------------------------------------------------------------------
                                                       12,770,725           12,562,365
     Deficit                                          (13,521,637)         (13,318,937)
     -----------------------------------------------------------------------------------
                                                         (750,912)            (756,572)
Future operations (note 1(a))
Subsequent event (note 5)
----------------------------------------------------------------------------------------
                                                  $       210,000      $       210,000
========================================================================================



See accompanying notes to financial statements.














                                        4









INNOFONE.COM, INCORPORATED

(Stated in United States dollars)

For the three months ended December 31, 2002 with comparative figures for the
three months ended December 31, 2001 and the year ended June 30, 2002

==============================================================================================================
                                                             Three months ended                     Year ended
                                                   December 31, 2002    December 31, 2001         June 30,2002
--------------------------------------------------------------------------------------------------------------
                                                         (unaudited)          (unaudited)            (audited)

                                                                                    
Sales                                              $             -      $      (note 4)      $             -

Cost of sales                                                    -                    -                    -
--------------------------------------------------------------------------------------------------------------

Gross profit                                                     -                    -                    -


Forgiveness of debt                                                                   -             (294,908)
Selling, general and administrative expenses                85,000                    -              101,968
Net gain on sale of Digital Micro Distribution
   Canada Incorporated                                           -                    -             (143,000)
--------------------------------------------------------------------------------------------------------------
                                                            85,000                    -              335,940

--------------------------------------------------------------------------------------------------------------
Net income (loss)                                          (85,000)                   -              335,940
==============================================================================================================


Basic net loss per share                           $           nil      $           nil      $           nil
==============================================================================================================

Weighted average number of common
   shares outstanding                                  114,788,000           31,689,000           79,738,604
==============================================================================================================



See accompanying notes to financial statements.




















                                        5









INNOFONE.COM, INCORPORATED

Statements of Shareholders' Deficiency and Comprehensive Loss
(Stated in United States dollars)

Three months ended December 31, 2002 with comparative figures for the year ended
June 30, 2002

====================================================================================================================================
                                                                                 Common                   Accumulated
                                                                   Additional     share                         other
                                               Common  Preferred      paid-in  purchase                 comprehensive
                                               shares     shares      capital  warrants        Deficit         income         Total
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 
Balance June 30, 2001                       4,772,715      1,250    7,098,052         -    (13,654,877)             -    (1,782,860)
------------------------------------------------------------------------------------------------------------------------------------


Convertible notes converted to stock              520                 415,480         -              -              -       416,000
Stock options exercised                           475          -         (427         -              -              -            48
Issuance of stock for equipment                   146          -        7,154         -              -              -         7,300
Issuance of stock for Digital Micro
  Distribution Canada Inc.                     67,000          -            -         -              -              -        67,000
Convertible notes converted to stock              666                 199,334                                               200,000
Net earnings                                                                                   335,940
------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2002                      4,841,522      1,250    7,719,593         -    (13,318,937)             -      (756,572)


Net loss for the three months ended
 September 30, 2002                                                                           (117,700)
Net loss for the three months ended
 December 31, 2002                                                                             (85,000)                    (117,700)
Stock issued for consulting services           18,357                 135,003                                                80,000
Stock issued for legal services                   500                   4,500                                                 5,000
Stock issued for investor relation services     5,000                  45,000                                                50,000

------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002                  4,865,379      1,250  $ 7,904,096  $      -  $ (13,521,637) $           - $    (739,272)
====================================================================================================================================



See accompanying notes to financial statements.









                                        6









INNOFONE.COM, INCORPORATED

Statement of Changes in Financial Position
(Stated in United States dollars)

For the quarter ended December 31, 2002 with comparative figures for the year
ended June 30, 2002

===========================================================================================

                                                     December 31, 2002         June 30,2002
-------------------------------------------------------------------------------------------
                                                           (unaudited)            (audited)
Cash flows provided by (used in):

Operations:
                                                                    
     Net earnings (loss)                             $       (85,000)     $       335,940


    Change in non-cash operating working capital
       Prepaid expenses and deposits                          25,000                  225
       Accounts payable and accrued liabilities               13,360              (19,938)

     --------------------------------------------------------------------------------------
                                                             (73,360)             316,227

Financing:
     Increase(decrease) in bank indebtedness                       -                 (546)
     Due to officers and directors                                 -             (180,470)
     Issuance of capital stock                                73,360              690,348
     Convertible debt                                                            (616,000)

     --------------------------------------------------------------------------------------
                                                              73,360             (106,668)


Investments:
     Investment in 908651 Alberta Ltd.                             -             (210,000)
     Capital assets                                                -                  441
     --------------------------------------------------------------------------------------
                                                                   -             (209,559)

Effect of exchange rate changes on cash                            -                    -

-------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                 nil                  nil

Cash and cash equivalents, beginning of period                   nil                  nil

-------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period             $           nil      $           nil
===========================================================================================



Cash interest paid for the quarter ended December 31, 2002 and the year ended
   June 30, 2002 was $0 and $0 respectively.

See accompanying notes to financial statements














                                        7







INNOFONE.COM, INCORPORATED

Notes to Financial Statements
(Stated in United States dollars)
(Unaudited)
For the quarter ended December 31, 2002

================================================================================


Innofone.com, Incorporated (the "Company") is incorporated under the laws of the
State of Nevada.  Effective October 15, 2001, the Company acquired Digital Micro
Distribution  Canada Inc.  ("DMD Canada") which operated in Canada as a reseller
of used computer related  products.  DMD Canada,  the Company's legal subsidiary
was sold pursuant to an agreement of purchase and sale dated June 11, 2002.  The
Company is currently working on a strategy to raise capital in order to survive.

1.   Basis of presentation:

     (a)  Going concern Issue:

          The  Company  currently  has  a  going  concern  issue  as  there  are
          insufficient assets or prospective cash flows to fund its liabilities.
          The effect of this on the  Company  being able to meet its  current or
          future obligations cannot be determined.

     (b)  Bulletin Board Listing:

          In January 2001, the Company  completed a Registration  Statement that
          has  been  filed  with  the  United  States  Securities  and  Exchange
          Commission  in order  for the  Company's  shares  to be  eligible  for
          trading in the United States on the NASD  over-the-  counter  Bulletin
          Board.

     (c)  Acquisition and Disposition of Digital Micro Distribution Canada Inc.:

          On October 15, 2001,  the  directors  of the Company  approved a share
          exchange  takeover  bid whereby,  all of the common  shares of Digital
          Micro  Distribution  Canada  Inc.  ("DMD  Canada")  were  acquired  in
          exchange for  67,000,000  shares of its common  stock.  The  exchanged
          shares would be  "restricted  securities" as defined under Rule 144(A)
          under the  Securities  Act of 1993,  as  amended.  The  result of this
          transaction is that the former  shareholders  of DMD Canada would hold
          67% of the outstanding common shares of the Company.

          Pursuant to an  agreement  dated June 11, 2002 between the Company and
          908651 Alberta Ltd. operating as Qvest Management Group ("Qvest"), the
          Company  disposed  of its  interest  in DMD  Canada  in  exchange  for
          1,750,000 shares of Qvest. This investment represents  approximately a
          13.5%  interest in Qvest.  Qvest has  undertaken  to  amalgamate  with
          another  public  company  by  reverse  takeover  within 6 months  upon
          meeting the criteria for a qualifying  transaction  for a company with
          approval  from the TSX Venture  Exchange.  The value of the  Company's
          investment in Qvest has been recorded at the approximate book value of
          DMD Canada as at the date of the transaction.




                                        8







INNOFONE.COM, INCORPORATED

Notes to Financial Statements
(Stated in United States dollars)
(Unaudited)
For the quarter ended December 31, 2002

================================================================================


1.   Basis of Presentation (continued):

     (d)  Interim financial statements:

          These  unaudited  financial  statements  should be read in conjunction
          with the Company's  annual  audited  financial  statements  which were
          completed  as of June 30,  2002.  In the  opinion of  management,  the
          unaudited interim financial  statements have been prepared on the same
          basis as the audited financial  statements and include all adjustments
          (consisting  only of normal recurring  adjustments)  necessary for the
          fair  presentation  of the  results of such  periods.  The  results of
          operations for the interim periods are not  necessarily  indicative of
          the results of operations for the full year.


2.   Share Capital:

The number of  outstanding  common shares of the Company as at December 31, 2002
is computed as follows:



     =====================================================================================
                                                                       Common    Preferred
                                                                       Shares       Shares
     -------------------------------------------------------------------------------------

                                                                           
     Existing outstanding shares
       as at September 30, 2002                                   113,022,505    1,250,000


     Shares issued for debt conversion and expenses                10,857,826



     -------------------------------------------------------------------------------------
       Outstanding shares
          as at December 31, 2002                                 123,880,331    1,250,000
     =====================================================================================











                                        9







INNOFONE.COM, INCORPORATED

Notes to Financial Statements (continued)
(Stated in United States dollars)
(unaudited)
For the quarter ended December 31, 2002

================================================================================


3.   Stock options :

     The following table summarizes the stock option activity:

     =========================================================================
                                                     Number of       Weighted-
                                                                       average
                                                       options  exercise price
     -------------------------------------------------------------------------


     Outstanding at June 30, 2002                      160,000  $         0.42

     Exercised                                               0         0.0001
     Expired or forfeited                                    0           0.47


     -------------------------------------------------------------------------
     Outstanding (held by 3 optionees) at June 30,
       2002 and December 31, 2002                      160,000  $         0.40
     -------------------------------------------------------------------------


4.   Comparative figures:


     The 2002  quarterly  statements  of operation  and cash flows have not been
     presented in these financial statements as the 2002 figures represented the
     consolidated  operations and cash flows of the Company and its  subsidiary.
     As the  subsidiary  was sold as  described  in Note 1(c),  the  comparative
     figures  would  not  be  meaningful  to  the  readers  of  these  financial
     statements.



5.   Subsequent event:

     Effective  November 7, 2002, the Company entered into a non-binding  letter
     of  intent  to  acquire a  majority  interest  in  Universal  Life  Holding
     Corporation  ("Universal")  of Illinois.  Completion of the  transaction is
     subject  to the  negotiation  of a stock  purchase  agreement  whereby  the
     Company  will  acquire  approximately  90% of  Universal  in  exchange  for
     approximately  130,000,000  shares of the Company,  and is conditional upon
     completion  of due  diligence,  third party  consents and  regulatory  body
     approval.  The parties agreed to cancel the agreement with no future action
     required by either party.





                                       10







                      Management's Discussion and Analysis
                    For the Quarter ended December 31st, 2002


Forward-Looking Statements
--------------------------

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations and the  Consolidated
Financial  Statements  and Notes  thereto for the year ended June 30, 2002 filed
with the SEC on October 15, 2002. This quarterly report includes forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934. Words such as "may," "plans,"  "expects,"  "anticipates,"  "approximates,"
"believes,"  "estimates,"  "intends," "hopes,"  "potential," or "continue",  and
variations of such words and similar expressions,  are intended to identify such
forward-looking statements. The Company intends such forward-looking statements,
all of which are qualified by this  statement,  to be covered by the safe harbor
provisions for  forward-looking  statements  contained in the Private Litigation
Securities  Reform Act of 1995,  and is including this statement for purposes of
complying  with  these safe  harbor  provisions.  The  Company  has based  these
statements on its current  expectations  and  projections  about future  events.
These forward-looking  statements are not guarantees of future performance,  and
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected in these statements.  Forward-looking statements
include, but are not limited to:

Our expectations regarding collectable receivables from Innofone Canada is low.
-------------------------------------------------------------------------------

Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which reflect  management's  views only as of the date hereof.  The
Company  is not  obligated  to  publicly  update or revise  any  forward-looking
statements, whether as a result of new information,  future events or otherwise.
In light of these risks,  uncertainties  and  assumptions,  the  forward-looking
events  discussed  in this  Quarterly  Report on Form  10-QSB  might not  occur.
Readers  should  carefully  review the risk factors  described in the previously
filed Form 10-KSB and in any other documents the Company files from time to time
with the Securities and Exchange Commission, including any future Annual Reports
on Form 10-KSB and Quarterly Reports on Form 10-QSB.

Overview
--------

Innofone.com   Inc.   currently   operates   out  of   the   offices   of   3470
Olney-Laytonsville Rd Olney, MD 2082.







                                       11







The Company  currently does not have sufficient  funds with which to sustain its
operations.  The company  plans to issue  restricted  144 stock to try and raise
operating capital for the company.  There is no assurance that this can be done.
There is  little  chance  that the  company  will  receive a  dividend  from the
bankruptcy of its previously owned subsidiary,  Innofone Canada.

The Company is currently  reviewing and implementing new disclosure controls and
procedures to ensure that they fully comply with the new Securities Exchange Act
Rules 13a-15 and 15d-15.

     (a)  Plan of Operations
     (b)  Acquisitions
     (c)  Future

The company  plans to look for new  acquisitions  and will not invest or operate
any current or previously owned subsidiaries.

The company  plans to relocate to Maryland and may change it's offices  again if
the company is successful in finding a new acquisition.

The Company  currently  has a going  concern  issue,  as there are  insufficient
assets or prospective cash flows to fund its  liabilities.  While the Company is
hopeful  that it can  raise  money  through  the  sail of  stock,  there  are no
assurances  that this can be achieved,  it cannot be  determined  if the company
will be able to meet its current or future obligations.

Due to the going concern issues and lack of sufficient  operating funds, the new
Board is currently funding operations.

(b)  Results of Operations

As reflected in the company's  statement of operations  the company has recorded
no sales for the year and the  comparative  information  has been deleted due to
the  disposition  of DMD Canada.  The  company  does not  currently  conduct any
operations.

The company has been  increasing  its trade debts since  year-end June 30th 2002
and is currently  not paying any wages.  The current  officers and directors are
covering  all expenses of the company via  short-term  loans and  advances.  The
company has paid for  consulting  and legal expenses with the issuance of common
shares and will  continue  to do so. The  services  include the  preparation  of
company filings, the search of acquisition targets and legal expenses.

Liquidity and Capital Resources

As previously  mentioned,  the company has a going concern  issue,  as there are
insufficient  assets or  prospective  cash  flows to fund its  liabilities.  The
effect of this on the company is grave and the future of the company is in great
peril.




                                       12







PART II- OTHER INFORMATION.
---------------------------


Item 1. Legal Proceedings.
--------------------------

There are currently no legal proceedings against the company at this time.


Item 2. Change in Securities.
-----------------------------

The company  issued an additional Ten Million Eight Hundred Fifty Seven Thousand
Eight  Hundred  and  Twenty  Six  Common  Shares  as per a debt  conversion  and
expenses. No additional shares were issued during the quarter ended December 31,
2002.


Item 3. Defaults Upon Senior Securities.
----------------------------------------

There was no material default in payments of any Senior Securities.


Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

There were no matters requiring a vote of security holders during this period.


Item 5. Other Information.
--------------------------

Subsequent  event, the company entered into a non-binding  letter of intent with
Universal Life Holding Corporation  (Universal) in October 2002. Under the terms
of the agreement,  the Company will acquire  approximately  5,500,000  shares of
common  stock  of  Universal  in  exchange  for  130,000,000   common  stock  of
Innofone.com  Inc. If a definitive  agreement  were  reached,  this action would
effectively  change the control of the  Company.  The  companies  have agreed to
cancel this agreement and are looking at future opportunities together. There is
no assurance that any thing will be consummated.

The Company  authorize the sale of a  controlling  interest in it's newly formed
subsidiary,  Compubec, in order to for Compubec to raise the required investment
capital it needed to  survive,  and as set by the  government  of Quebec and its
agencies.  Due to the past and current  trading price of the  companies'  common
stock,  the  sale  of a  convertible  note,  or the  sale of  securities  is and
unfavorable to shareholders at this time. In addition no accredited investor was
willing  to help  fund  the  company  to  provide  the  needed  funds  for  this
subsidiary.

Resignation  of a former  officer  and  director  occurred  in  November of 2002
without dispute. A new Board was app le the vacancies.  Mr. Frederic  Richardson
has accepted the position of Chairman and  President.  Ed Huyta has accepted the
position of Director  and  Treasurer  and Richard  Swartzman  has  accepted  the
position of Secretary and Director. Mr. Jamie Lobo is still our CFO.






                                       13





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: February 6, 2003                      By: /s/ Frederic Richardson
                                               ---------------------------------
                                               Frederic Richardson, President








































                                       14