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.
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(Exact name of registrant as specified in its charter)
Nevada 98-0202313
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4390 Paletta Court, Burlington, Ontario, Canada L7L 5R2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (905) 637-9442
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Commission File Number: 0-31949
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(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
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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.
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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
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Sumit Majumdar
President & Director
Date: July 11, 2002
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