SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

 X    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF
      1934

For the quarter ended May 31, 2001

      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: 0-25591

                              Relocate 411.com, Inc
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                              11-3462369
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation of Organization)                              Identification No.)

142 Mineola Avenue, Roslyn Heights, New York                      11577
(Address of Principal Executive Offices)                         Zip Code

Registrant's Telephone Number, Including Area Code (212) 760-2757

Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
Title of each class                             on which registered
-------------------                             -------------------

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

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

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

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 ____

State the aggregate  market value of the voting stock held by non- affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as


<PAGE>

of a specified date within 60 days prior to the date of filings. (See definition
of affiliate in Rule 405).

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant is $_______.

Note:  If a  determination  as to  whether a  particular  person or entity is an
affiliate cannot be made without involving  unreasonable effort and expense, the
aggregate  market  value  of the  common  stock  held by  non-affiliates  may be
calculated  on the basis of  assumptions  reasonable  under  the  circumstances,
provided that the assumptions are set forth in this form.

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate  by check mark  whether  the issuer has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes ____            No  ____


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      Indicate the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock, $.0001 par value                         11,900,000
------------------------------                         ----------
      (Title of Class)                           (Shares outstanding at
                                                    May 31, 2001)


<PAGE>

                             RELOCATE 411.COM, INC.
                                    FORM 10-Q
                      FOR THE SIX MONTHS ENDED MAY 31, 2001

                                     INDEX                               Page

PART I       FINANCIAL INFORMATION

ITEM 1       Balance Sheet, May 31, 2001                                   2

             Statement of Income & Expenses for the six
             months and three months ended May 31, 2001                    3

             Statement of Cash Flows for the three
             months ended May 31, 2001                                     4

             Notes to Financial Statements                                 6

             Management's Discussion and
             Analysis of Results of Operations                             7

PART II      Other Information - Items 1-6                                 7

Signatures                                                                 8


<PAGE>

                             RELOCATE 411.COM, INC.
                   (Formerly known as Stateside Funding, Inc.)

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                              May 31            November 30
                                                                               2001                2000
                                                                           -----------          -----------
<S>                                                                        <C>                  <C>
CURRENT ASSETS:
       Cash                                                                $        --          $     7,781
       Interest receivable                                                          --               10,008
       Loan receivable                                                              --            1,112,602
                                                                           -----------          -----------

                    Total current assets                                            --          $ 1,130,391

FIXED AND OTHER ASSETS:
       Property and equipment at cost, less
            accumulated depreciation                                             7,618                8,764

       Other assets
            Organization costs - net of amortization                               220                  260
                                                                           -----------          -----------

TOTAL ASSETS                                                                     7,838          $ 1,139,415
                                                                           ===========          ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
       Bank overdraft                                                      $       255          $        --
       Accrued liabilities                                                         750                8,218
       Accounts Payable                                                          1,641                   --
       Loans                                                                     3,000                   --
       Income tax payable                                                        5,025                5,025
                                                                           -----------          -----------

            Total Current Liabilities                                           10,416          $    13,243
                                                                           -----------          -----------

STOCKHOLDERS' EQUITY
       Preferred stock, $0.0001 par value 10,000,000
       shares authorized and none issued in 2000
       or 1999                                                                      --                   --
       Common stock,  $0.0001 par value, 50,000,000
            shares authorized, issued and outstanding 11,900,000 shares
            May 31, 2001and 12,675,000 shares November 30, 2000                  1,190                1,268
       Additional paid-in-capital                                              225,361            1,330,555
       Accumulated deficit                                                    (229,384)            (205,651)
                                                                           -----------          -----------
                    Total Stockholders' Equity                                  (2,833)         $ 1,126,172
                                                                           -----------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       7,583          $ 1,139,415
                                                                           ===========          ===========
</TABLE>


                                       2
<PAGE>

                             RELOCATE 411.COM, INC.
                  (Formerly known as Stateside Funding, Inc. )

                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        Six months ended                Three months ended
                                                                             May 31                           May 31
                                                                    --------------------------      -------------------------
                                                                       2001           2000             2001           2000
                                                                    ---------       ---------       ---------       ---------
<S>                                                                 <C>             <C>             <C>             <C>
EXPENSES:
      Salaries and benefits                                         $  42,000       $      --       $  42,000       $      --
      General and administrative                                        7,812         159,073           4,813          84,621
                                                                    ---------       ---------       ---------       ---------

              Total expenses                                        $  49,812       $ 159,073       $  46,813       $  84,621
                                                                    ---------       ---------       ---------       ---------

(Loss) before Other Income                                            (49,812)       (159,073)        (46,813)        (84,621)

OTHER INCOME (EXPENSE):
      Interest income                                                  26,080          23,970              --          23,970
      Interest expense                                                     --          (1,745)             --          (1,745)
                                                                    ---------       ---------       ---------       ---------

Total Other Income                                                  $  26,080       $  22,225       $      --       $  22,225
                                                                    ---------       ---------       ---------       ---------

(Loss) before provision for income taxes                            $ (23,733)      $(136,848)      $ (46,813)      $ (62,396)

Provision for income taxes                                          $      --       $     625       $      --       $      --
                                                                    ---------       ---------       ---------       ---------

Net income (loss)                                                   $ (23,733)      $(137,473)      $ (46,813)      $ (62,396)
                                                                    =========       =========       =========       =========

Net profit (loss) per common share based upon 12,287,500
      and 7,706,227 (weighted average) shares, respectively         $   (0.01)      $   (0.01)      $   (0.01)      $   (0.01)
                                                                    =========       =========       =========       =========
</TABLE>


                                       3
<PAGE>

                             RELOCATE 411.COM, INC.
                  (Formerly known as Stateside Funding, Inc. )

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       For the six months ended
                                                                                May 30
                                                                   -------------------------------
                                                                       2001               2000
                                                                   -----------         -----------
<S>                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                         (23,733)            (75,077)
      Adjustment to reconcile net (loss) to net cash
           used in operating activities:
           Amortization and depreciation                                 1,186                 903
           Common stock issued for services                             43,400                  --
           Exchange of receivable for investment in
               foreign stock                                           (36,070)                 --
           Change in assets and liabilities:
               Decrease in interest receivable                          10,008                  --
               Increase (decrease) accounts payable
                             and accrued liabilities                    (5,827)              1,090
                                                                   -----------         -----------
               Net Cash Used in Operating Activities               $   (11,036)        $(73,084.00)
                                                                   -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of property and equipment                        $        --         $(10,624.00)
                                                                   -----------         -----------

               Net Cash Used In Investing Activities               $        --         $(10,624.00)
                                                                   -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from shareholder loan                               $     3,000         $        --
      Proceeds from private placement                                       --           1,353,785
                                                                   -----------         -----------

               Net Cash Provided by Financing Activities           $     3,000         $ 1,353,785
                                                                   -----------         -----------

INCREASE (DECREASE) IN CASH                                        $    (8,036)        $ 1,270,077

      Cash - beginning of period                                         7,781         $     1,350
                                                                   -----------         -----------

      Cash - end of quarter                                        $      (255)        $ 1,271,427
                                                                   ===========         ===========

Supplemental Disclosures:
      Non cash issuance of4,340,000 common shares of
           stock @ $.0001 par value per merger agreeement                   --                  --
                                                                   ===========         ===========
      Income tax paid                                                       --                  --
                                                                   ===========         ===========
      Interest paid                                                         --                  --
                                                                   ===========         ===========
</TABLE>


                                       4
<PAGE>

                                     PART 1
                             RELOCATE 411.COM, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 2001

NOTE 1 - BASIS OF PRESENTATION

      Relocate 411.Com,  Inc., formerly known as Stateside  Fundings,  Inc., was
organized  under the laws of the State of Delaware on December  19, 1997 and has
adopted a fiscal  year  ending  November  30th.  The  Company  is  considered  a
development  stage  since it is  devoting  substantially  all of its  efforts to
establishing  a new  business.  Its planned  principal  operations  have not yet
commenced  and there have been no revenues to date.  The Company is developing a
web site to be utilized  in various  real estate  services  such as  relocation,
listings of real estate sales or rentals,  mortgage  information  and other real
estate related information or content.

      On January 26, 2000, the stockholders of Relocate 411.Com, Inc. a New York
Corporation completed a merger and stock exchange with Stateside Fundings, Inc.,
A Delaware  Corporation.  Contemporaneously,  with the merger,  Stateside issued
5,175,000  shares  of its  common  stock  in a  private  placement  transaction,
receiving  net proceeds of  $1,354,250.  The net proceeds  received were after a
payment of $150,000 to redeem  4,100,000  share of common stock from the founder
of Stateside.  As part of the merger,  Stateside  then issued  6,600,000  common
shares to  Relocate  411.Com,  Inc.  in  exchange  for the 66 shares held by the
stockholders of Relocate.

      On January 27, 2000,  Stateside (the surviving entity) filed a Certificate
of Amendment changing their name to Relocate 411.Com, Inc.

NOTE 2 - NOTE RECEIVABLE:

      On May 25, 2000,  the Company loaned  $1,117,602 to Teltran  International
Group,  Ltd.,  a publicly  held company  presently  trading on the NASD OTC Pink
Sheets.  Some of Teltran's  stockholders and officers own  approximately  42% of
Relocate.  The loan  bore  interest  at 9 1/2%  annually  and was  secured  by a
promissory  note(see  Note 3).  Teltran  pledged  its one share of  Teltran  Web
Factory,  Ltd. a wholly owned  foreign  subsidiary of Teltran as well as issuing
250,000  warrants  exercisable  from May 25,  2000 to May 24,  2005 to  purchase
Teltran common stock at a price of $1.10 per share.

      On March 2, 2001 the Company  received  preferred shares in NCTN Networks,
Inc. in full settlement of the note receivable and the outstanding interest. The
Company  retained  the  warrants it received  and  returned  all Teltran  shares
certificates,   which   were  held  as   security   for  the  note   receivable.
Simultaneously,  these preferred shares were exchanged as consideration  for all
outstanding shares and warrants in the Company held by the Company's investors.

NOTE 3 - CONFLICTS OF INTEREST

      Certain  conflicts  of interest  have  existed and will  continue to exist
between  management,  their  affiliates and the Company.  Management  have other
interests  including  business  interests  to which they  devote  their  primary
attention.  Management  may  continue  to do so  notwithstanding  the fact  that
management  time  should  be  devoted  to the  business  of the  Company  and in
addition,  management  may negotiate an  acquisition  resulting in a conflict of
interest.


                                       5
<PAGE>

Management Discussion & Analysis

      Presently,  we are  continuing to attempt to implement our business  plan.
However,  in order to do so it is necessary for us to raise a substantial amount
of capital.  If we are unable to raise the necessary  funding in the near future
as a result of market  conditions  or  otherwise,  we will be forced to  curtail
certain  operations and consider  alternative  business plans and objectives for
the company.

      For the six months ended May 31, 2001 no revenues were generated.  General
and administrative costs totaled $7,812 compared to $159,073 for the same period
ended May 31, 2000. Salary and benefits costs totaled $42,000 compared to $0 for
the same period ended May 31, 2000. We earned approximately  $26,000 in interest
income from an  outstanding  note,  which was retired  prior to May 31, 2001. We
currently need to raise funds to maintain operations.

PART II    OTHER INFORMATION

Item 1     Legal Proceedings - None

Item 2     Changes in Securities - None

Item 3     Defaults Upon Senior Securities - None

Item 4     Submission of Matters to a Vote of Securities Holders
           - None

Item 5     Other Information - None

Item 6     Exhibits and Reports on Form 8-K - None


                                       6
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          RELOCATE 411.COM, INC.
                                          -------------------------------------
                                          (Registrant)

                                          By: /s/ Darrell Lerner
                                          -------------------------------------
                                          Darrell Lerner
                                          President

                                          Date: July 19, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicates.

                                          By: /s/ Darrell Lerner
                                          -------------------------------------
                                          Darrell Lerner
                                          President and Chief Financial Officer

                                          Date: July 19, 2001

                                       7