U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         AMENDMENT NO. 1 TO FORM 10-QSB



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended August 31, 2003

[ ]  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 or organization)                              Identification No.)

            142 Mineola Avenue, Suite 2-D, Roslyn Heights, New York 11577
                (Address of Principal Executive Offices) Zip Code

                                 (516) 359-5619
               Registrant's Telephone Number, Including Area Code

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 ____


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                         11,200,000
-------------------------------                        ----------

      (Title of Class)                           (Shares outstanding at
                                                  January 12, 2004)


<PAGE>

                             RELOCATE 411.COM, INC.
                                   FORM 10-QSB
                      FOR THE NINE MONTHS ENDED AUGUST 31, 2003

                                     INDEX                           Page

PART I       FINANCIAL INFORMATION

ITEM 1       Financial Statements

             Balance Sheet, August 31, 2003                             2

             Statement of Operations, August 31, 2003                 3-4

             Statement of Stockholder' Equity, August 31, 2003          5

             Statement of Cash Flows, August 31, 2003                   6

             Notes to Financial Statements                            7-8

ITEM 2       Management's Discussion and
             Analysis or Plan of Operations                             9

ITEM 3       Controls and Procedures                                   10

PART II      Other Information - Items 1-6                             11

Signatures                                                             12



                                       1

<PAGE>

                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)

                                  BALANCE SHEET
                   As of August 31, 2003 and November 30, 2002

                                     ASSETS

<TABLE>
<CAPTION>
                                                           August 31,                November 30,
                                                              2003                       2002
                                                       -----------------          -----------------
CURRENT ASSETS
<S>                                                            <C>                        <C>
       Cash                                                    $ 10,635                   $ 20,519
                                                       -----------------          -----------------

                  Total Current Assets                           10,635                     20,519


       Property and equipment at cost, net of
         accumulated depreciation                                 3,723                      4,473
                                                       -----------------          -----------------

                  Total Properties                                3,723                      4,473


       TOTAL ASSETS                                            $ 14,358                   $ 24,992
                                                       =================          =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

       Accounts payable                                             $ -                        $ -
       Accrued liabilities                                        6,400                      6,025
       Loans payable                                             14,397                     14,397
                                                       -----------------          -----------------

                  Total current liabilities                      20,797                     20,422

SHAREHOLDERS' EQUITY

       Preferred stock - $.0001 par value
         authorized 10,000,000 shares
         issued and outstanding: none                                 -                          -
       Common stock - $.0001 par value;
          authorized 50,000,000 shares;
          issued and outstanding: 18,265,000 and 18,265           1,827                      1,827
       Additional paid-in-capital                             1,403,396                  1,403,396
       Treasury stock at cost: 7,065,000 and 7,065,000       (1,151,672)                (1,151,672)
       Accumulated deficit during Development Stage            (259,990)                  (248,981)
                                                       -----------------          -----------------

                  Total shareholders' equity                     (6,439)                     4,570


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 14,358                   $ 24,992
                                                       =================          =================




 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>



                                       F1

<PAGE>




                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)

                            STATEMENTS OF OPERATIONS

               For the nine months ended August 31, 2003 and 2002
              and for the Period From Inception (December 19, 1997)
                             Through August 31, 2003

<TABLE>
<CAPTION>
                                                                                              Period from
                                                                                               Inception
                                                                                                Through
                                                            August 31,       August 31,        August 31,
                                                               2003             2002              2003
                                                         ----------------------------------------------------
REVENUES
<S>                                                            <C>                <C>              <C>
       Revenue                                                        $ -               $ -              $ -
                                                         ----------------------------------------------------

       TOTAL REVENUES                                                   -                 -                -
       --------------
                                                         ----------------------------------------------------

 EXPENSES

       Salaries and benefits                                            -                 -          181,888
       General and Administrative                                  10,634             3,883          152,307
                                                         ----------------------------------------------------

       TOTAL EXPENSES                                              10,634             3,883          334,195
       --------------
                                                         ----------------------------------------------------

OPERATING INCOME (LOSS)                                           (10,634)           (3,883)        (334,195)
-----------------------

       Provision for income tax and annual report fee                (375)             (375)          (6,400)
       Interest expense                                                 -                 -          (53,956)
       Interest income                                                  -                 -          134,561
                                                         ----------------------------------------------------

NET INCOME (LOSS)                                                 (11,009)           (4,258)        (259,990)
-----------------
                                                         ====================================================

NET INCOME (LOSS) PER COMMON SHARE                                   0.00             (0.00)
----------------------------------
                                                         ===================================
       (less than $.01 per share for 2002 and 2001)

 WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                                          18,265,000         9,950,000
   ------------------
                                                         ===================================



The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>



                                       F2

<PAGE>

                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)

                            STATEMENTS OF OPERATIONS
               For the three months ended August 31, 2003 and 2002

<TABLE>
<CAPTION>
                                               August 31,       August 31,
                                                  2003             2002
                                            -----------------------------------
REVENUES
<S>                                                   <C>               <C>
       Revenue                                           $ -               $ -
                                            -----------------------------------

       TOTAL REVENUES                                      -                 -
       --------------                       -----------------------------------

 EXPENSES

       Salaries and benefits                               -                 -
       General and Administrative                      2,818             1,283
                                            -----------------------------------

       TOTAL EXPENSES                                  2,818             1,283
       --------------
                                            -----------------------------------

OPERATING INCOME (LOSS)                               (2,818)           (1,283)
-----------------------

       Provision for income tax                         (125)             (125)
       Interest expense                                    -                 -
       Interest income                                     -                 -
                                            -----------------------------------

NET INCOME (LOSS)                                     (2,943)           (1,408)
-----------------                           ===================================




 The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

                                       F3

<PAGE>

                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)

                       STATEMENTS OF SHAREHOLDERS' EQUITY

                                August 31, 2003


<TABLE>
<CAPTION>

                                                                                                       Accumulated
                                                                                                         Deficit
                                                                                        Additional      During the
                                                          Common                         Paid-In        Development
                                                          Shares          Amount         Capital           Stage          Total
                                                        ----------     -----------     -----------     -----------     -----------
<S>                                                     <C>            <C>             <C>             <C>             <C>
Issuance of common shares
  on December 19, 1997 at par
  value ($.0001 per share) for cash                      5,000,000     $       500     $     1,000     $        --     $     1,500

Net Loss, organization costs                                                                                  (180)           (180)
                                                        ----------     -----------     -----------     -----------     -----------
Balance, November 30, 1998                               5,000,000             500           1,000            (180)          1,320

Deferred offering costs                                                                       (927)                           (927)

Additional paid in capital, cash, by officer
  during October, 1999                                                                       2,000                           2,000

Net Loss                                                                                                    (1,303)         (1,303)
                                                        ----------     -----------     -----------     -----------     -----------
Balance, November 30, 1999                               5,000,000     $       500     $     2,073     $    (1,483)    $     1,090

Deferred offering costs                                                                    (25,000)                        (25,000)

Issuance of shares in private placement and merger:
  January 26, 2000:

       ($0.17 per share)
       Private placement                                 5,175,000             518       1,503,732                       1,504,250
       Pre-merger shares, Relocate 411.com, Inc.                66             250                                             250
       Conversion of shares in merger                    6,599,934                            (250)                           (250)
       Redemption of original shares                    (4,100,000)                       (150,000)                       (150,000)

Net Loss                                                                                                  (204,348)       (204,348)
                                                        ----------     -----------     -----------     -----------     -----------
Balance, November 30, 2000                              12,675,000           1,268       1,330,555        (205,831)      1,125,992

Purchase of treasury stock, 7,065,000 shares
  during January, 2001 with cash                                                                                        (1,151,672)
       ($0.16 per share)
Issuance of shares as stock compensation
  on February 7, 2001                                    4,200,000             420          41,580                          42,000
       ($0.01 per share)
Issuance of shares as stock compensation
  for legal fees, February 7, 2001                         140,000              14           1,386                           1,400
       ($0.01 per share)
Net Loss                                                                                                   (27,370)        (27,370)
                                                        ----------     -----------     -----------     -----------     -----------
Balance, November 30, 2001                              17,015,000           1,702       1,373,521        (233,201)         (9,650)

Issuance of shares in private placement for cash
  Reg D, Rule 506, September 7, 2002                     1,000,000             100          24,900                          25,000
       ($0.03 per share)
Issuance of shares as stock compensation
  for legal fees, September 7, 2002                        250,000              25           4,975                           5,000
       ($0.02 per share)
Net Loss                                                                                                   (15,780)        (15,780)
                                                        ----------     -----------     -----------     -----------     -----------
Balance, November 30, 2002                              18,265,000           1,827       1,403,396        (248,981)          4,570

Net Loss                                                                                                   (11,009)
                                                        ----------     -----------     -----------     -----------     -----------
Balance end of period                                   18,265,000     $     1,827     $ 1,403,396     $  (259,990)    $     4,570
                                                        ==========     ===========     ===========     ===========     ===========

 The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                       F4

<PAGE>

                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

               For the nine months ended August 31, 2003 and 2002
              and for the Period From Inception (December 19, 1997)
                             Through August 31, 2003

<TABLE>
<CAPTION>
                                                                                                                Period from
                                                                                                                 Inception
                                                                                                                  Through
                                                                             August 31,        August 31,       August 31,
CASH FLOWS FROM OPERATING ACTIVITIES                                            2003              2002             2003
------------------------------------                                          --------         --------         --------
<S>                                                                           <C>              <C>              <C>
       Net  (loss)                                                           $ (11,009)        $ (4,258)      $ (259,990)

       Adjustments to reconcile net loss to net cash used in operating
         activities:

       Depreciation and organization costs                                         750                             9,242
       Common stock issued for services                                                                           48,400
       (Increase) Decrease in interest receivable                                    -                                 -
       Increase (Decrease) in accounts payable and accrued expenses                375             (850)           6,400
                                                                              --------         --------         --------

       Net cash flows provided by (used in) operating activities                (9,884)          (5,108)        (195,948)

CASH FLOWS FROM INVESTING ACTIVITIES

       Cash paid for note receivable                                                                          (1,117,602)
       Cash received from note receivable                                                                      1,117,602
       Cash paid for equipment                                                                                   (11,465)
                                                                              --------         --------         --------

       Net cash flows provided by (used in) investing activities                     -                -          (11,465)
                                                                              --------         --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES

       Proceeds from loans payable                                                                3,700           14,397
       Proceeds from issuance of stock                                                                -        1,531,250
       Cash paid for stock redemption                                                                           (150,000)
       Deferred offering costs against capital                                                                   (25,927)
       Acquisition of treasury stock                                                                          (1,151,672)
                                                                              --------         --------         --------

       Net cash flows provided by (used in) financing activities                     -            3,700          218,048
                                                                              --------         --------         --------

CASH RECONCILIATION

       Net increase (decrease) in cash                                          (9,884)          (1,408)          10,635
       Cash at beginning of period                                              20,519                                 -
                                                                              --------         --------         --------
       CASH AT END OF PERIOD                                                  $ 10,635         $ (1,408)        $ 10,635
                                                                              ========         ========         ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

       Cash paid during the year for interest                                      $ -              $ -
       Cash paid during the year for income taxes                                  $ -              $ -


The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                       F5

<PAGE>

                             RELOCATE 411.COM, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Business

Relocate 411.com, Inc. (the Company), 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 to
be in the development stage (a development stage company) 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.

Organization

On January 26, 2000, the stockholders of Relocate 411.com, Inc., a New York
Corporation incorporated on August 24, 1999, completed a merger and stock
exchange with Stateside Fundings, Inc., a Delaware Corporation, resulting in a
recapitalization of Stateside Fundings, Inc., the acquirer. Relocate 411.com,
Inc. merged into Stateside Fundings, Inc. Stateside Fundings, Inc. acquired all
of the assets and liabilities of Relocate 411.com, Inc.

Under the terms of the Merger Agreement, each share of Relocate 411.com, Inc.
common stock converted into one hundred thousand shares of Stateside Fundings,
Inc. common stock. Contemporaneously, with the merger, Stateside Fundings, Inc.
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 Fundings, Inc. As part of the merger, Stateside Fundings, Inc. then
issued 6,600,000 common shares to Relocate 411.com, Inc. in exchange for the 66
shares held by the stockholders of Relocate 411.com, Inc.

The financial statements reflect that of the acquirer, Stateside Fundings, Inc.,
the entity that survived the merger. The Accumulated Deficit of Stateside
Fundings, Inc. as of January 26, 2000 was $ 1,303.

On January 27, 2000, Stateside Fundings, Inc. filed a Certificate of Amendment
changing their name to Relocate 411.com, Inc.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities and Operations:

All costs incurred in development activities are charged to operations as
incurred. The Company has not produced any revenues from operations.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those amounts.

                                      F6

<PAGE>

Accounts Receivable, deposits, Accounts Payable and accrued Expenses:

Accounts receivable have historically been immaterial and therefore no allowance
for doubtful accounts has been established. Normal operating refundable Company
deposits are listed as Other Assets. Accounts payable and accrued expenses
consist of trade payables created from the normal course of business.

Property and Equipment:

Property and equipment purchased by the Company are recorded at cost.
Depreciation is computed by the straight-line method based upon the estimated
useful lives of the respective assets. Expenditures for repairs and maintenance
are charged to expense as incurred as are any items purchased which are below
the Company's capitalization threshold of $1,000.

For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from accounts, and any related gain or loss is
reflected in income for the period.

Income Taxes:

The Company accounts for income taxes using the liability method which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company's management determines if a
valuation allowance is necessary to reduce any tax benefits when the available
benefits are more likely than not to expire before they can be used.

Stock Based Compensation:

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.

Cash and Cash Equivalents, and Credit Risk:

For purposes of reporting cash flows, the Company considers all cash accounts
with maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.

The portion of deposits in a financial institution that insures its deposits
with the FDIC up to $100,000 per depositor in excess of such insured amounts are
not subject to insurance and represent a credit risk to the Company.

                                      F7

<PAGE>

Fair Value of Financial Instruments:

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires
disclosure of the fair value information whether or not recognized in the
balance sheet, where it is practicable to estimate that value. The carrying
value of cash, cash equivalents, accounts receivable and notes payable
approximates fair value.

Impairment of Long-Lived Assets:

Company's management believes that any evaluation necessitated through the
adoption of SFAS 121, "Accounting for the Impairment Long-Lived Assets and for
Long-Lived Assets to be Disposed of." will not be material.

Loss Per Common Share:

The Company has adopted Financial Accounting Standards Board (FASB) Statement
No. 128, "Earnings per Share". The Statement establishes standards for computing
and presenting earnings per share (EPS). It replaced the presentation of primary
EPS with a presentation of basic EPS and also requires dual presentation of
basic and diluted EPS on the face of the income statement. The statement was
retroactively applied to the prior loss per share but did not have any effect.
Basic loss per share was computed by dividing the Company's net loss by the
weighted average number of common shares outstanding during the period. There is
no presentation of diluted loss per share as the effect of common stock options,
warrants and convertible debt amount are antidilutive. The weighted average
number of common shares used to calculate loss per common share during the year
ended November 30, 2002 and 2001 was 10,262,500 and 15,930,000, respectively.

NOTE 3 - NOTE RECEIVABLE

On May 25, 2000, the Company loaned $1,117,602 to Teltran International Group,
Ltd. (Teltron), a publicly held company presently trading on the NASD OTC Pink
Sheets. Some of Teltran's stockholders and officers own approximately 42% of the
Company. The loan bore interest at 9 1/2% annually and was secured by a
promissory note. 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 share 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 4 - ORGANIZATION COSTS

The Company had adopted for fiscal year-ended November 30, 1999 the requirements
set forth in accordance to SOP 98-5. SOP 98-5 requires the costs of organization
expenses to be expensed as incurred for fiscal years beginning after December
15, 1998. The initial application of SOP 98-5 was reported for the fiscal
year-ended November 30, 1999 as a cumulative effect of a change in accounting
principle as described in APB Opinion 20, Accounting Changes.

NOTE 5 - INCOME TAX PAYABLE

Income taxes have been accrued based on alternative methods of computing minimum
New York State and City corporate taxes.

                                      F8

<PAGE>

NOTE 6 - STOCKHOLDERS EQUITY

PREFERRED STOCK:

The Company has authorized 10,000,000 preferred shares with a par value of
$.0001, none of which are issued or outstanding.

COMMON STOCK:

The Company has authorized 50,000,000 common shares with a par value of $.0001
of which 11,200,000 shares were issued and outstanding for the year ended
November 30, 2002 and 9,950,000 for the year ended November 30, 2001. The number
of shares disclosed as issued and outstanding do not include common shares held
in treasury.

During January of 2001, the Company repurchased 7,065,000 shares of its common
stock from its initial investors with a payment of a stock offering (See Note 3)
for a total of $1,151,672.

On February 7, 2001, the Company issued 4,200,000 shares of its common stock, as
per the terms of the exchange and release agreement, in consideration for the
shares of NCT Preferred Stock and all common shares and warrants held in the
Company by original investors and in consideration of accrued service fees for a
total of $42,000, or $0.01 per share. The Company's original investor shares and
warrants were cancelled and replaced with the Company's common shares.

On February 7, 2001, the Company issued 140,000 shares of its common stock as
consideration for legal services in the amount of $1,400. or $0.01 per share.

On September 7, 2002, the Company undertook a private placement offering under
Rule 506 of Regulation D of the Securities Act. The Company's management
considers this offering to be exempt under the Securities Act of 1933. The
Company issued a total of 1,000,000 shares of its common stock for a total
consideration of $30,000 in cash, or $.025 per share.

On September 7, 2002, the Company issued 250,000 shares of its common stock for
a consideration of $5,000, or $.02 per share, in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the "Act") for legal
services rendered.

NOTE 7 - 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.

NOTE 8 - CASH FLOW STATEMENT DISCLOSURE


For the years ended November 30, 2002 and 2001, the Company did not pay in cash
any income tax or interest on debt financing. Non-cash transactions included the
issuance of common shares of the Company's stock in consideration for services
provided to the Company in the amount of $5,000 for the year ended November 30,
2002 and $43,400 for the year ended November 30, 2001.

                                      F9

<PAGE>

NOTE 9 - LITIGATION, CONTINGENCIES, OPERATING AND CAPITAL LEASES

From time to time in the normal course of business the Company may be involved
in litigation. The Company's management is not aware of any asserted or
unasserted claims and therefore feels any such proceedings to have an immaterial
effect on the financial statements.

The Company's management has not bound the Company with any contingencies other
than those through the normal course of business.

The Company has no operating or capital leases, but will account for such leases
in accordance with Generally Accepted Accounting Principles when entered into
which would require operating leases to be expensed and capital leases to be
capitalized and amortized over the lease term.

NOTE 10 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As a development stage company, the
Company has no revenue from operations and limited financing. The Company's
continued existence is dependent upon its ability to meet its financing
requirements on a continuing basis, and to succeed in its future operations. The
financial statements do not include any adjustments that might result from this
uncertainty.

Plan of Operation

During the next twelve months, we expect to take the following steps in
connection with the development of our business and the implementation of our
plan of operations:

*    Initiate substantive construction of our corporate website. We currently
     have constructed an introductory webpage at www.relocate411.com which
     outlines the products and services that we expect to offer and such website
     includes our phone and email information. We anticipate that within thirty
     to ninety days, a comprehensive and well designed site will be in place
     including additional sub-pages, navigational tools and a more detailed
     description of our products and services. At this time, the site will be
     used as a business tool and showcase for potential partners and
     affiliations. In addition, we anticipate that links to the partners that we
     have established affiliations with will go live within this time period.
     Based on initial proposals and discussions, we anticipate that we can
     achieve this preliminary stage of our website for under $500.

     The next stage of web development will include the introduction of detailed
     statistical information, town profiles, crime rates etc. We anticipate
     completing this stage in the first quarter of 2004 for between $1,000 and
     $3,000. In mid 2004 we anticipate adding the first real estate listings to
     the site subject to agreements reached with partners and real estate
     agencies. Incorporation of these listings could run from $2,500 to $100,000
     depending upon the level of detail in these listings and the nature of the
     partnerships reached. If we reach partnerships whereby we incorporate other
     companies listings into our site and co-brand with partners, programming
     will be far simpler and thereby cheaper than if we have to offer users the
     ability to design their own listings.


<PAGE>

     Further website expansion in 2004 will be in various phases subject to
revenue and capital availability.

*    within 30 days of effectiveness of this prospectus seek a listing for
     quotation on the NASD OTC Bulletin Board. We anticipate that the date of
     the application for listing of quotation will be by the end of the year and
     there are no fees to us for such filing. At such time we will also begin
     discussions with various potential real estate consultants to assist us, as
     well as companies within the industry to partner with. We have already
     commenced the process of searching for consultants and partners and will
     continue to do so in an ongoing manner and we believe that such consultants
     will also be secured by the end of year. Our preference would be to
     structure deals that have little cash outlays and reward consultants with
     stock and percentages of revenue and profits, however, consultants could
     require monthly fees of $2,000 to $8,000 a month. We do not anticipate any
     costs being involved with our initial partnership as we will attempt to
     strike partnership deals that are revenue and profit-sharing arrangements;

*    within 60 days of effectiveness of this prospectus, identify funding
     options to raise additional capital for the company and key geographic
     markets to target during our first phase of operations. We intend to seek
     funding options such as equity or debt financing. However, currently we
     have had no preliminary discussions with any group regarding such
     financing. As we develop and the overall economic climate improves, we
     expect to be in a better position to raise outside capital in early 2004.
     The only associated costs for such funding may be the due diligence costs
     or expenses associated with putting a financing deal together. The costs
     would be as much as 5%-6% of the funding raised, but any such fees would be
     taken out of the closing of the funding transaction. Searching for capital
     will likely be an ongoing process even if we raise an initial amount of
     funds. We expect to begin focusing on which markets to initially target
     during the fourth quarter of 2003. The only potential expenses would be if
     we decide to pay for outside research or if business trips are required.
     There are presently no plans for either, however, should a business trip be
     necessary, we anticipate that our budget for any such trip would be about
     $1,000; and

*    hire and train additional staff, including management, marketing staff, and
     administrative personnel; We anticipate hiring at a minimum 10 employees in
     the next twelve months. We anticipate hiring additional employees beginning
     in early 2004. The number of employees hired will be dependent upon a
     variety of factors including our progress in implementing our business plan
     and available capital. Ultimately, we expect to require approximately
     $50,000 per month for payroll. We will need additional capital to meet
     these expenses and will scale down accordingly until we are in such a
     position. The hiring of employees will be an ongoing process during the
     company's existence.

Each of these steps present significant risks with respect to our ability to
implement our plan of operations, which are discussed in the "Risk Factors"
section of this prospectus. You should carefully review these risks prior to
participating in the offering.

We intend to grow through internal development and strategic alliances.

Because of uncertainties surrounding our development and limited operating
history, we anticipate incurring development stage losses in the foreseeable
future. Our ability to achieve our business objectives is contingent upon its
success in raising additional capital until adequate revenues are realized from
operations.

                                      F10
<PAGE>

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

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing in this prospectus.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.

Overview

During the past year, our operations have been devoted primarily to developing a
business plan, developing and designing our website, preparing to bring the
website online and raising capital for future operations and administrative
functions. We currently have constructed an introductory webpage at
www.relocate411.com which outlines the products and services that we company
expect to offer and includes phone and email information. Currently, this
website is not complete and not does not provide any service to us. Once the
website is complete it will 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. We have not spent any money
for research and development. Development stage expenses during the twelve
months ended November 30, 2001 and November 30, 2002 were $52,870 and $15,280
respectively. The expenses incurred were primarily due to salaries and benefits
as well as various consulting, managerial and professional services in
connection with our development of a business plan and the corporate formation.
On-going increases to development stage expenses are anticipated. As of August
31, 2003 we have $10,635 in cash available to us.

Plan of Operation

During the next twelve months, we expect to take the following steps in
connection with the development of our business and the implementation of our
plan of operations:

*    Initiate substantive construction of our corporate website. We currently
     have constructed an introductory webpage at www.relocate411.com which
     outlines the products and services that we expect to offer and such website
     includes our phone and email information. We anticipate that within thirty
     to ninety days, a comprehensive and well designed site will be in place
     including additional sub-pages, navigational tools and a more detailed
     description of our products and services. At this time, the site will be
     used as a business tool and showcase for potential partners and
     affiliations. In addition, we anticipate that links to the partners that we
     have established affiliations with will go live within this time period.
     Based on initial proposals and discussions, we anticipate that we can
     achieve this preliminary stage of our website for under $500.

     The next stage of web development will include the introduction of detailed
     statistical information, town profiles, crime rates etc. We anticipate
     completing this stage in the first quarter of 2004 for between $1,000 and
     $3,000. In mid 2004 we anticipate adding the first real estate listings to
     the site subject to agreements reached with partners and real estate
     agencies. Incorporation of these listings could run from $2,500 to $100,000
     depending upon the level of detail in these listings and the nature of the
     partnerships reached. If we reach partnerships whereby we incorporate other
     companies listings into our site and co-brand with partners, programming
     will be far simpler and thereby cheaper than if we have to offer users the
     ability to design their own listings.


<PAGE>

     Further website expansion in 2004 will be in various phases subject to
revenue and capital availability.

*    within 30 days of effectiveness of the SB-2 Registration Statement seek a
     listing for quotation on the NASD OTC Bulletin Board. We anticipate that
     the date of the application for listing of quotation will be by the end of
     the year and there are no fees to us for such filing. At such time we will
     also begin discussions with various potential real estate consultants to
     assist us, as well as companies within the industry to partner with. We
     have already commenced the process of searching for consultants and
     partners and will continue to do so in an ongoing manner and we believe
     that such consultants will also be secured by the end of year. Our
     preference would be to structure deals that have little cash outlays and
     reward consultants with stock and percentages of revenue and profits,
     however, consultants could require monthly fees of $2,000 to $8,000 a
     month. We do not anticipate any costs being involved with our initial
     partnership as we will attempt to strike partnership deals that are revenue
     and profit-sharing arrangements;

*    within 60 days of effectiveness of the SB-2 Registration Statement,
     identify funding options to raise additional capital for the company and
     key geographic markets to target during our first phase of operations. We
     intend to seek funding options such as equity or debt financing. However,
     currently we have had no preliminary discussions with any group regarding
     such financing. As we develop and the overall economic climate improves, we
     expect to be in a better position to raise outside capital in early 2004.
     The only associated costs for such funding may be the due diligence costs
     or expenses associated with putting a financing deal together. The costs
     would be as much as 5%-6% of the funding raised, but any such fees would be
     taken out of the closing of the funding transaction. Searching for capital
     will likely be an ongoing process even if we raise an initial amount of
     funds. We expect to begin focusing on which markets to initially target
     during the fourth quarter of 2003. The only potential expenses would be if
     we decide to pay for outside research or if business trips are required.
     There are presently no plans for either, however, should a business trip be
     necessary, we anticipate that our budget for any such trip would be about
     $1,000; and

*    hire and train additional staff, including management, marketing staff, and
     administrative personnel; We anticipate hiring at a minimum 10 employees in
     the next twelve months. We anticipate hiring additional employees beginning
     in early 2004. The number of employees hired will be dependent upon a
     variety of factors including our progress in implementing our business plan
     and available capital. Ultimately, we expect to require approximately
     $50,000 per month for payroll. We will need additional capital to meet
     these expenses and will scale down accordingly until we are in such a
     position. The hiring of employees will be an ongoing process during the
     company's existence.

Each of these steps present significant risks with respect to our ability to
implement our plan of operations, which are discussed in the "Risk Factors"
section of this prospectus. You should carefully review these risks prior to
participating in the offering.

We intend to grow through internal development and strategic alliances.

Because of uncertainties surrounding our development and limited operating
history, we anticipate incurring development stage losses in the foreseeable
future. Our ability to achieve our business objectives is contingent upon its
success in raising additional capital until adequate revenues are realized from
operations.

<PAGE>

Capital Resources and Liquidity.

As of August 31, 2003, we had approximately $10,635 in cash. Our general and
administrative expenses are expected to average $1,500 per month for the next 12
months. We believe we have sufficient cash to meet our minimum development and
operating costs for the next six to seven months. Unless we decrease our
overhead, we will need to raise additional capital to continue our operations
past this time, and there is no assurance we will be successful in raising the
needed capital. Our expenses of $15,000 for legal and accounting fees for this
offering have been paid in full and we do not anticipate any other fees with
regard to this offering.

Cash Requirements and Additional Funding

The only cash requirements we presently have are for professional fees. We
estimate this amount to be approximately $1,500 per month. Our present cash
available should be able to satisfy this for the next six to seven month period.
Due to difficult market conditions, we are focusing on growing through strategic
alliances without the necessity of outlaying cash.

PERIOD FROM DECEMBER 19, 1997 (DATE OF INCEPTION) THROUGH AUGUST 31, 2003

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset our business
development expenses.

Net loss since inception has amounted to $(259,990), primarily consisting of
salaries, accounting and legal fees, website development fees, rent and general
administrative expenses. The accounting and legal expenses were in connection
with our annual and quarterly regulatory filings.

THREE MONTHS ENDED AUGUST 31, 2003 AND AUGUST 31, 2002


Development stage income during the three months ended August 31, 2003 was $0 as
compared to $0 for the three months ended August 31, 2002. Expenses for the
three months ended August 31, 2003 were $(2,818) primarily consisting of
accounting and legal fees. These fees are related to our quarterly regulatory
filings. Expenses for the three months ended August  31, 2002 were $(1,283)
primarily consisting of accounting and legal fees in connection with our daily
operations and quarterly regulatory filings.

NINE MONTHS ENDED AUGUST 31, 2003 AND AUGUST 31, 2002

Development stage income during the nine months ended August 31, 2003 was $0 as
compared to $0 for the nine months ended August 31, 2002. Expenses for the
nine months ended August 31, 2003 were $10,634 primarily consisting of
accounting and legal fees related to our quarterly regulatory
filings and expenses for our daily operations. Expenses for the nine months
ended August 31, 2002 were $3,883 primarily consisting of accounting and legal
fees in connection with our daily operations and quarterly regulatory filings.


Item 3. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b)  Changes in internal controls.

Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.


                           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


                                       11

<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: January 13, 2004




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