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                                UNITED STATES                    SEC FILE NUMBER
                      SECURITIES AND EXCHANGE COMMISSION            000-31949
                            Washington, D.C. 20549
                                                                   CUSIP NUMBER
                                 FORM 12b-25

                          NOTIFICATION OF LATE FILING

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

                 For Period Ended: September 30, 2001
                 [  ]     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 COMMISSION 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

INNOFONE.COM INC.
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Full Name of Registrant


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Former Name if Applicable

4390 Paletta Court
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Address of Principal Executive Office (Street and Number)

Burlington, Ontario, Canada L7L 5R2
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City, State and Zip Code


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)

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

 __      (b)     The subject annual report, semi-annual report, transition
                 report on Form 10-K, Form 20-F, 11-K or 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

 __      (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 Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

The Registrant's board of directors and officers were completely replaced on
October 15, 2001 as described in detail in the 14f-1 and Forms 8-K filings by
the Registrant with the SEC. Files and materials needed for the 10-QSB are being
transferred from the former head office in Florida, USA to the new head office
in Ontario, Canada.

(ATTACH EXTRA SHEETS IF NEEDED)

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.

SEC 1344 (2-99)


PART IV - OTHER INFORMATION
(1)  Name and telephone number of person to contact in regard to this
     notification

         Sumit Majumdar                905         637-9442 ext. 241
     --------------------------   -------------   --------------------
              (Name)               (Area Code)     (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities 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 answer is no,
     identify report(s).
     x
     _ Yes  _ No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
            X
     _ Yes  _ No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

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                               INNOFONE.COM INC.
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                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date November 15, 2001                  By /s/ Sumit Majumdar, President
    -----------------------------          ----------------------------------

INSTRUCTION: The form may be signed by an executive officer 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.

                                   ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.        This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
          General Rules and Regulations under the Securities Exchange Act of
          1934.

2.        One signed original and four conformed copies of this form and
          amendments thereto must be completed and filed with the Securities and
          Exchange Commission, Washington, D.C. 20549, in accordance with Rule
          0-3 of the General Rules and Regulations under the Act. The
          information contained in or filed with the form will be made a matter
          of public record in the Commission files.

3.        A manually signed copy of the form and amendments thereto shall be
          filed with each national securities exchange on which any class of
          securities of the registrant is registered.

4.        Amendments to the notifications must also be filed on form 12b-25 but
          need not restate information that has been correctly furnished. The
          form shall be clearly identified as an amended notification.

5.        Electronic Filers. This form shall not be used by electronic filers
          unable to timely file a report solely due to electronic difficulties.
          Filers unable to submit a report within the time period prescribed due
          to difficulties in electronic filing should comply with either Rule
          201 or Rule 202 of Regulation S-T (section 232.201 or section 232.202
          of this chapter) or apply for an adjustment in filing date pursuant to
          Rule 13(b) of Regulation S-T (section 232.13(b) of this chapter).