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






                                   Form 10-KSB

                    [X] ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT

                     For the Fiscal Year Ended June 30, 2001


                             PLANET RESOURCES, INC.
                 (Name of Small Business Issuer in its Charter)

                                    DELAWARE
          (State or other jurisdiction of incorporation or organization)

               333-76533                         76-0600966
        (Commission File Number)     (IRS Employer Identification Number)

                                   A.W. Dugan
                                    President
                             Planet Resources, Inc.
                           1415 Louisiana, Suite 3100
                              Houston, Texas 77002
                      (Address of principal executive offices)

                                 (713) 658-1142
               (Registrant's telephone number, including area code)

          Securities Registered under Section 12(b) of the Exchange Act:

           Title of Each Class Name of Each Exchange on which Registered
                                      None

           Securities Registered Under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 Par Value

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 ____No
_X_

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of management's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10- KSB or any
amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year:  $-0-.

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $-0- (stock is not quoted).

State the number of shares outstanding of each of the issuer's classes of
common equity, as of September 15, 2001:  2,000,000

Transitional Small Business Disclosure Format:       Yes ____ No _X_



                                     PART I

Item 1.  Description of Business.

General

         We were incorporated in the State of Delaware on March 26, 1999, as a
wholly owned subsidiary of Internet Law Library, Inc. ("Internet Law"). We were
formed in connection with the execution of an Agreement and Plan of Distribution
(the `Distribution Agreement') by and between Internet Law and us dated March
25, 1999. Under terms of the Distribution Agreement, Internet Law transferred
certain of its assets to us including mineral rights and related equipment,
which are not reflected on the accompanying balance sheets as these assets are
fully impaired.

         We became a public company on March 12, 2001 upon the effectiveness of
a registration statement on Form SB-2. Subsequent to the effective date of our
registration statement, the 100,000 common shares then outstanding were
cancelled and 2,000,000 shares were issued to our shareholders. As part of our
stock option plan and as partial payment to a third party for assisting us
register our shares of common stock, 405,000 options and 50,000 options
respectively may each be used to purchase one share of our common stock at $.15
and $.40, respectively. In connection with the issuance of the 50,000 options,
we authorized the issuance of a warrant for $10.00 to purchase up to 50,000
shares of our common stock at a price of $.40 per share of which half of the
warrants were purchased for a price of $5.00 prior to June 30, 2001. These
options expire prior to December 31, 2004 and November 2, 2004 respectively. In
February 2001, we amended our certificate of incorporation to state that the
aggregate number of shares of all classes of capital stock which we have the
authority to issue is 26,000,000 of which 25,000,000 are to be shares of common
stock at $.001 par value per share and 1,000,000 shares are to be shares of
serial preferred stock at $.001 par value per share.

         We have no operating assets or operations. Administrative costs
associated with the preparation of financial information, legal, and accounting
expenses, and other costs are being funded by our president. At June 30, 2001,
we were indebted to our president for these expenses in the amount of $15,000.
Our president has no contract or obligation to continue providing financial
assistance to us. Unless, and until, we are able to raise debt or equity
capital, or generate or acquire operations, our operations will remain dormant.
Consequently, we do not have the ability to finance any costs or operations
normally associated with a going concern entity.

Corporate History

         Our predecessor, also named Planet Resources, Inc. was originally
incorporated as Allied Silver-Lead Company in the State of Idaho in 1967 and,
until 1992, operated as an exploratory mining company in the development stage.
During that time, the business activities of Allied were confined to the
acquisition of mineral rights lying beneath the City of Mullan, Shoshone County,
Idaho, and the identification of a third-party partner to finance exploration
and development of the property.

         On May 1, 1981, Allied entered into an agreement with the City of
Mullan, which superseded a previous agreement dated December 31, 1971. The
Allied-Mullan agreement provided Allied, as Lessee, the right to mine subsurface
minerals on approximately 190 acres of land owned by the City of Mullan for a
period of 25 years, with an option to renew the lease for an additional 25
years. These mineral rights are located in the Hunter Mining District. A
separate lease was obtained for the mineral rights to approximately 3 acres of
land owned by School District #392. The lease of mineral rights, as it relates
to School District #392, has expired. However, the lease of mineral rights, as
it relates to the City of Mullan, has not expired and is current and in good
standing. The agreement provided, that in the event Allied entered into a lease
agreement for the exploration and development of "City Property" south of the
Osburn Fault, the City of Mullan would receive 15% of the royalties received
from that lease agreement. No royalties have been paid as no exploration has
taken place.

         On January 1, 1981, Allied entered into a lease agreement with Sunshine
Mining Company, a Delaware corporation, with mining properties situated in
Shoshone County, Idaho. On June 26, 1984, the lease was assigned by Sunshine to
Hecla Mining Company; a Delaware corporation listed on the New York Stock
Exchange, also with mining operations near Mullan, Idaho. The lease covered all
of our properties north of the Osburn Fault as defined in the lease agreement.
The lease was for a period of forty years with a right to renew for an
additional forty years. On October 16, 1991, Hecla notified Allied that it was
electing to terminate the lease agreement on January 16, 1992. Title to the
subsurface mineral rights was acquired by issuance to the real property owners
of one share of common stock of Allied for each 25 square feet of surface owned.
Conveyance of title included all subsurface rights lying beneath adjacent
streets and alleys where ownership rested with the grantor.

         Between 1992 and the date of our reverse acquisition by National Law a
subsidiary of Internet Law Library in March of 1999, we had no operations.
However, we maintained title to our mining properties and related assets. In
January 1999, we agreed in principal to acquire National Law and change our name
to Internet Law Library, Inc.

Proposed Business and Plan of Operation for the Next Twelve Months
------------------------------------------------------------------

         We do not currently have nor do we anticipate having the financial
resources to independently develop our mining properties. During the next twelve
months, we will attempt to identify and contract with a mining company that will
agree to search for minerals that may underlie our property. During the time our
search is in progress, the small amounts of cash required to maintain our
operations, as well as the costs associated with the identification and
contracting of a mining company partner, will be provided by our chief executive
officer and principal stockholder, Mr. A.W. Dugan. Future funding by Mr. Dugan
may come from the exercise of options to purchase our common stock and/or
through future agreements between Planet and Mr. Dugan. As a result, we do not
believe there will be the need to raise additional funds during the next twelve
months, other than through Mr. Dugan, if and when required.

         Our plan to contract with a mining company includes:

         (1) An investigation of mining companies, which are currently operating
         in the general area of our properties. This investigation may include
         the use of industry databases, as well as the investigation of
         governmental records and industry experts. We do not expect this cost
         to exceed $2,500.

         (2) Initial discussions with those potential mining company partners as
         determined from our investigation. We do not expect this cost to exceed
         $5,000.

         (3)      Contract  negotiations with an interested mining partner.  We
         do not expect the costs, legal or otherwise,  to exceed $10,000.

         Though no formal agreement exists between Mr. Dugan and us, Mr. Dugan
has agreed to fund the costs of such plan to the extent that these costs do not
exceed $30,000. If we are able to contract with a mining company, we anticipate
that all expenses for exploration and exploitation of our mineral properties
will be borne by the mining company and not by us. In return, we would receive a
royalty fee based on a percentage of the proceeds from the sale of those
minerals the mining company may recover from our properties.


         We are unable to make any guarantees that:

         (1)      we will be able to identify and negotiate an arrangement with
                  a mining company within the next twelve months,

         (2)      our mining properties will be found attractive to a
                  prospective mining company partner, or

         (3)      if mined, our properties will produce any saleable minerals
                  or metals that would result in our receiving any income.

         While we believe that such opportunities can be investigated, reviewed
and consummated for minimal costs, we cannot give any assurances that related
costs will be minimal or that any investigations will prove to be successful.


         Because the volatility of metals prices may adversely affect our
ability to attract a joint venture mining partner for development and
exploration efforts, we may not realize any potential revenues and subsequent
potential earnings from our mineral assets, which, consequently, may have a
negative impact on the value of your shares.


         Our ability to attract a joint venture partner for the mining of our
properties is directly related to the prices of the metals that may be found in
our property. If prices for these metals decline, it may not be economically
feasible for a mining company to develop commercial production on our property.
Consequently, we may not realize any economic benefit derived from such
development and the value of your shares could be greatly affected.


         The mineral and metal exploration of our property may not be successful
which could lead to our inability to meet our financial obligations at that
time.


         Mineral and metal exploration, particularly for gold and silver, is
highly speculative. It involves many risks and is often non-productive. Even if
valuable deposits of minerals or metals are found on our property, it may be
several years before production is possible. During that time, it may become
economically infeasible to produce those minerals or metals. As a result of
these costs and uncertainties, we may not be able to realize any revenues from
the development of our property for some time, if at all, while having incurred
significant expenses in the exploration process. Should this occur, it is
unlikely that we will be able to meet our financial obligations at that time.


         Our potential joint venture mining company partners may be adversely
affected by risks and hazards associated with the mining industry, which may
limit their ability to exploit our mineral assets. Should any such event occur,
to the extent that any royalty payments due us are delayed or eliminated, it may
become difficult for us to meet our financial obligations at that time.


Item 2.  Description of Property.

Properties-Mineral Rights and Leases

         The predecessor company (Allied) has owned the right to mine certain
subsurface minerals as discussed under "Corporate History". The mineral
properties are described as follows:

         The mineral properties consist of a mining lease with the City of
Mullan and subsurface mineral rights that Allied acquired from property owners
in Mullan, Idaho, in exchange for stock in Allied Silver. The lease with the
City of Mullan is for 25 years from May 7, 1981. The lease grants the Lessee the
option to renew the lease for 25 years from expiration of the original term. The
property leased from the City of Mullan consists of approximately two hundred
acres and involves property to the north and south of the Osburn Fault. The City
of Mullan, as Lessor, is entitled to receive 20% of any and all royalty
payments, advance or otherwise, or other consideration, which may be paid by any
third parties to the Lessee as a result of mining activities north of the Osburn
Fault. The same is true for activities south of the Osburn Fault, but the
payment shall be 15%, rather than 20%.

         The mineral interests owned by Allied constitutes fee simple interest
to the subsurface mineral rights previously held by property owners within the
City of Mullan. Those property owners conveyed, by deed, their subsurface
mineral rights to Allied Silver in exchange for stock in Allied Silver. These
subsurface mineral rights are held as fee simple absolute. The precise acreage
for all of the subsurface mineral rights has not been calculated, but the
property from which these subsurface mineral rights were severed was all located
within the boundaries of the City of Mullan. Therefore, to the extent there was
private property within the City of Mullan, those property owners conveyed the
subsurface mineral rights to Allied Silver. To the extent there was any property
owned by the City of Mullan, including public right-of-ways like streets, alleys
and parks, the City leased its mineral rights to the subsurface to Allied
Silver.

         Pursuant to the Distribution Agreement, Planet became the owner of
subsurface mineral rights on approximately 190 acres located in the City of
Mullan, Idaho. Title was acquired by issuance to real property owners of one
share of capital stock for each 25 square feet of surface owned.

Item 3.  Legal Proceedings.

         We are not a party to any material pending nor are we aware of any
threatened legal proceeding.

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

         No matters were submitted to securities holders during the year ended
June 30, 2001.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Market Information

         The stock is not currently traded on any exchange or the OTC market.
There is no known public market for this security. As of September 15, 2001,
there were 1,439 holders on record of our common stock, holding a total of
2,000,000 shares.

Dividend Policy

         We have never paid any dividends on our common stock and do not have
any current plan to pay any dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis of Financial Condition and Plan
of Operation.

Discussion of Financial Condition

         We currently have no revenues, no operations and own no viable assets.
We will remain illiquid until such time as a business combination transaction
occurs, if ever. We cannot make any prediction of our future financial
condition.

         Our independent auditor, Harper and Pearson Company, expressed in its
opinion on our audited financial statements, substantial doubt about our ability
to continue as a going concern. Reference is made to our financial statements
included elsewhere herein, and, specifically, to the Independent Auditor's
Report and Note A in our financial statements.

Proposed Business and Plan of Operation for the Next Twelve Months
------------------------------------------------------------------

         We do not currently have nor do we anticipate having the financial
resources to independently develop our mining properties. During the next twelve
months, we will attempt to identify and contract with a mining company that will
agree to search for minerals that may underlie our property. During the time our
search is in progress, the small amounts of cash required to maintain our
operations, as well as the costs associated with the identification and
contracting of a mining company partner, will be provided by our chief executive
officer and principal stockholder, Mr. A.W. Dugan. Future funding by Mr. Dugan
may come from the exercise of options to purchase our common stock and/or
through future agreements between Planet and Mr. Dugan. As a result, we do not
believe there will be the need to raise additional funds during the next twelve
months, other than through Mr. Dugan, if and when required.

         Our plan to contract with a mining company includes:

         (1) An investigation of mining companies, which are currently operating
         in the general area of our properties. This investigation may include
         the use of industry databases, as well as the investigation of
         governmental records and industry experts. We do not expect this cost
         to exceed $2,500.

         (2) Initial discussions with those potential mining company partners as
         determined from our investigation. We do not expect this cost to exceed
         $5,000.

         (3)      Contract  negotiations with an interested mining partner.  We
         do not expect the costs, legal or otherwise,  to exceed $10,000.

         Though no formal agreement exists between Mr. Dugan, and us Mr. Dugan
has agreed to fund the costs of such plan to the extent that these costs do not
exceed $30,000. If we are able to contract with a mining company, we anticipate
that all expenses for exploration and exploitation of our mineral properties
will be borne by the mining company and not by us. In return, we would receive a
royalty fee based on a percentage of the proceeds from the sale of those
minerals the mining company may recover from our properties.


         We are unable to make any guarantees that:

         (1)      we will be able to identify and negotiate an arrangement with
         a mining company within the next twelve months,

         (2)      our mining properties will be found attractive to a
         prospective mining company partner, or

         (3) if mined, our properties will produce any saleable minerals or
         metals that would result in Planet receiving any income.

         While we believe that such opportunities can be investigated, reviewed
and consummated for minimal costs, we cannot give any assurances that related
costs will be minimal or that any investigations will prove to be successful.

Item 7.  Financial Statements.

         See Exhibit A.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.

         We have had no disagreements with our auditor with respect to
accounting and financial disclosure matters.

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.

         The following table sets forth the officers and directors of the
Company.

                  Name                      Position                     Age

                  A.W. Dugan                President                     72

                  Jacque N. York            Secretary                     54

         Set forth below is a description of the backgrounds of each of the
officers and directors of the Company.

         A.W. Dugan,  President and Director.  Mr. Dugan's  principal
occupation and five year business history is as oil and gas operator.

         For the past five years,  Mr. Dugan has been the chief  executive
officer of Nortex  Corporation,  a privately  held company in the business of
oil and gas exploration and production.  In addition to his  responsibilities
at Nortex, Mr. Dugan serves as the President of Anglo Exploration  Corporation
and Houston  Resources  Corporation.  Anglo Exploration  Corporation is an
affiliated  company that has a limited  portfolio of passive  investments,
which Mr. Dugan manages.  Mr. Dugan has been associated with the company for 25
years.  Mr. Dugan and his family are the sole stockholders of Anglo Exploration.
Houston Resources  Corporation is an affiliated  company,  which  operates oil
properties for Mr. Dugan's  interest as well as for the interests of others.
Mr. Dugan has been  associated  with  Houston  Resources  Corporation  for 25
years.  Houston  Resources Corporation is a passive investor in Planet
Resources, Inc. and Mr. Dugan and his family are the sole stockholders.

         Jacque N. York,  Secretary  and Director.  Ms.  York's  principal
occupation  and five year  business  history is as corporate  officer.  For the
past five years,  Ms. York has been the corporate  secretary of Nortex
Corporation,  a privately held company in the business of oil and gas
exploration and production.

Item 10.  Executive Compensation.

         The Company's management is not currently compensated for services
provided to the Company, and no compensation has been accrued and none is
expected to be accrued in the future.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

         The following table set forth the names and addresses of each of the
persons known by the Company to own beneficially 10% or more of the common stock
of the Company, as well as the common stock ownership of each of the officers
and directors of the Company.

         Name and Address              Number of Shares  Percentage of Ownership

         A.W. Dugan                       1,516,751  *            76%
         1415 Louisiana, Suite 3100
         Houston, Texas 77002

* Includes 320,000 shares owned by entities with which Mr. Dugan is related or
associated with.

Item 12.  Certain Relationships and Related Transactions.

         The Company's President and Principal Shareholder, A.W. Dugan, has
agreed to provide office facilities and funds to the Company sufficient to cover
the Company's expenses relating to its SEC periodic reporting and other minor
corporate expenses. At June 30, 2001, we owed Mr. Dugan $15,000 with respect to
certain expenses paid by Mr. Dugan on our behalf.

Item 13.  Exhibits and Reports on Form 8-K.

         Exhibits

                  A - Financial Statements

         Reports on Form 8-K

                  None





                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: September 19, 2001

Planet Resources, Inc.



By: /s/A.W. Dugan
   ---------------------------------
       A.W. Dugan, President


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.




A.W. Dugan, President, (Chief Executive Officer, Principal Financial Officer)
and Director
Dated:  September 19, 2001
      ------------------------------



Jacque N. York, Secretary and Director
Dated:  September 19, 2001
      ------------------------------

         Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non-reporting Issuers.

         As of the date of this Annual Report on Form 10-KSB, no annual report
or proxy material has been sent to security holders of the Company. It is
anticipated that an annual report and proxy material will be furnished to
security holders subsequent to the filing of this Annual Report on Form 10-KSB.






                                    EXHIBIT A

                              FINANCIAL STATEMENTS


                          INDEPENDENT AUDITOR'S Report



To the Board of Directors and Stockholders
Planet Resources, Inc.
Houston, Texas


We have audited the accompanying balance sheets of Planet Resources, Inc. as of
June 30, 2001 and 2000, and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Planet Resources, Inc. at June
30, 2001 and 2000, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles in
the United States.

At June 30, 2001, the Company had no operations, minimal cash, deficit working
capital, a stockholders' deficit and has incurred losses since inception. The
Company obtains cash with which to pay its bills from the Company's president.
If the Company's president ceases to fund the limited activities of the Company,
there may be no other sources of cash for the Company and it may cease to exist.











Houston, Texas
August 3, 2001

<TABLE>



PLANET RESOURCES, INC.
BALANCE SHEETS
JUNE 30, 2001 AND 2000







                          ASSETS
<S>                                                                  <C>                          <C>

                                                                             2001                         2000
                                                                      --------------------         --------------------

CURRENT ASSET
    Cash                                                                        $    112                    $   9,197
                                                                      =         =========          =        =========

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                             $    720                      $     -
    Due to Company's president
                                                                                  15,000                            -
                                                                      ----------  -------                           -

    TOTAL CURRENT LIABILITIES
                                                                                  15,720                            -
                                                                      ----------  -------                           -

COMMITMENTS

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, $.001 par value, 1,000,000 shares
      authorized, none issued or outstanding
                                                                                        -                            -
    Common stock, $.001 par value, 25,000,000 shares
      authorized, 2,000,000 and 100,000 shares issued
      and outstanding, respectively                                                 2,000                          100
    Warrants issued
                                                                                        5                            -
    Additional paid-in capital                                                     34,275                       36,175
    Retained deficit                                                             (51,888)                     (27,078)
                                                                      --------   --------          --------   --------

                                                                                 (15,608)                       9,197
                                                                      --------   --------          ------------ -----

                                                                                $    112                    $   9,197
                                                                      =         =========          =        =========




</TABLE>


See accompanying notes.






PLANET RESOURCES, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2001 AND 2000



<TABLE>




<S>                                                                 <C>                            <C>
                                                                             2001                          2000
                                                                     ---------------------          -------------------

REVENUE                                                                          $     -                     $      -
                                                                     -           --------           -        --------


ADMINISTRATIVE AND FINANCIAL EXPENSES
      Professional fees                                                            24,796                       22,796
      Other                                                                           14                          522
                                                                     --------------   ---           -----------------

                                                                                  24,810                       23,318
                                                                     --------     -------           ---------- ------

NET LOSS                                                                       $ (24,810)                  $  (23,318)
                                                                     =         ==========           =      ===========



BASIC AND FULLY DILUTED LOSS PER SHARE OUTSTANDING                              $  (0.04)                   $   (0.23)
                                                                     =          =========           =       ==========

WEIGHTED AVERAGE SHARES OUTSTANDING                                              575,000                      100,000
                                                                     ======      ========           ========  =======




</TABLE>



See accompanying notes.






PLANET RESOURCES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<TABLE>

<S>                                  <C>            <C>         <C>           <C>            <C>            <C>

                                        Common                                 Additional
                                        Shares        Common       Warrants      Paid-In      Retained
                                        Issued        Stock         Issued       Capital      Deficit        Total
                                     -----------------------------------------------------------------------------------

BALANCE, June 30, 1999                     100,000        $  100        $    -     $ 36,175     $ (3,760)      $ 32,515


NET LOSS                                                                                                       (23,318)
                                     ------------------------------------------------------               ---- --------
                                                -             -             -            -       (23,318)
                                                --            --            --           ------- --------


BALANCE, June 30, 2000
                                           100,000           100             -       36,175      (27,078)         9,197


COMMON STOCK CANCELLED
                                         (100,000)         (100)             -          100             -             -


COMMON STOCK ISSUED
                                         2,000,000         2,000             -      (2,000)             -             -


WARRANTS ISSUED
                                                 -             -             5            -             -             5


NET LOSS                                                                                                       (24,810)
                                     ------------------------------------------------------               ---- --------
                                                -             -             -            -       (24,810)
                                                --            --            --           ------- --------


BALANCE, June 30, 2001                  2,000,000       $ 2,000        $    5     $ 34,275      $(51,888)     $(15,608)
                                     == ===========     =========      ========   ==========    ==========    =========

</TABLE>


See accompanying notes.





PLANET RESOURCES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<TABLE>

<S>                                                                          <C>                    <C>

                                                                                    2001                   2000
                                                                              -----------------      ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                       $  (24,810)             $  (23,318)
                                                                              -    -----------       -     -----------
    Adjustments to reconcile net loss to net
      cash used by operating activities:
       Accounts payable
                                                                              --------------
                                                                                          720                       -
                                                                                          ----       -              -

         Net cash used by operating activities                                        (24,090)                (23,318)
                                                                              ----------------       -------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of warrants
                                                                              ----------------
                                                                                            5                       -
                                                                                            ----     -              -

         Net cash provided by investing activities
                                                                              ----------------
                                                                                            5                       -
                                                                                            ----     -              -

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash from Company's president
                                                                              ----------
                                                                                       15,000                       -
                                                                                       -------       -              -

         Net cash provided by financing activities
                                                                              ----------
                                                                                       15,000                       -
                                                                                       -------       -              -

NET DECREASE IN CASH
                                                                                       (9,085)                (23,318)

CASH AT BEGINNING OF YEAR                                                                                      32,515
                                                                              ------------            ---------------
                                                                                        9,197

CASH AT END OF YEAR                                                                  $    112               $   9,197
                                                                              =      =========       =      =========


</TABLE>


See accompany notes.





PLANET RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001 AND 2000


1.     ORGANIZATION AND BUSINESS

       Planet Resources, Inc. ("Planet") was incorporated in the State of
       Delaware on March 26, 1999, as a wholly owned subsidiary of Internet Law
       Library, Inc. ("Internet Law"). Planet was formed in connection with the
       execution of an Agreement and Plan of Distribution (the `Distribution
       Agreement') by and between Internet Law and Planet dated March 25, 1999.
       Under terms of the Distribution Agreement, Internet Law transferred
       certain of its assets to Planet including mineral rights and related
       equipment, which are not reflected on the accompanying balance sheets as
       these assets are fully impaired.

       Planet became a public company on March 12, 2001 upon the effectiveness
       of a registration statement on Form SB-2. Subsequent to the effective
       date of Planet's registration statement, the 100,000 common shares
       outstanding shares were cancelled and 2,000,000 new common shares were
       issued to Planet shareholders. In March 1999, the Company entered into a
       stock option agreement with Atlas Stock Transfer Corp. providing for
       405,000 stock options to purchase an equal number of the Company's common
       stock at a price per share of $.15. This option expires December 31,
       2004. Planet authorized the issuance of a warrant for $10.00 to a third
       party in partial payment for assisting Planet register its common stock.
       This warrant allows the owner to purchase up to 50,000 shares of the
       Company's common stock at a price of $.40 per share. At June 30, 2001,
       half of the warrants were purchased for a price of $5.00. The option
       related to this warrant expires November 2, 2004.

       Operations - Planet has no operating assets or operations. Administrative
       costs associated with the preparation of financial information, legal,
       and accounting expenses, and other costs are being funded by the
       Company's president. At June 30, 2001, Planet was indebted to the
       Company's president for these expenses in the amount of $15,000. The
       Company's president has no contract or obligation to continue providing
       financial assistance to Planet. Unless, and until, Planet is able to
       raise debt or equity capital, or generate or acquire operations, Planet's
       operations will remain dormant. Consequently, Planet does not have the
       ability to finance any costs or operations normally associated with a
       going concern entity.

       Basic Loss Per Share - Basic loss per share of common stock is based on
       the weighted average number of shares outstanding during the period.
       Because the options and warrants are anti-dilutive, the shares to be
       issued have not been included in the weighted average number of shares
       outstanding at June 30, 2001, and fully diluted loss per share is the
       same as the basic loss per share.

       Income Taxes - Planet has incurred losses since inception and therefore
       has not been subject to federal income taxes. As of June 30, 2001 and
       2000, Planet had accumulated net operating loss carryforwards for income
       tax purposes of approximately $52,000 and $27,000, respectively. These
       carryforwards begin to expire in 2019. The Tax Reform Act of 1986
       provided for an annual limitation on the use of net operating loss and
       tax credit carryforwards following certain ownership changes that
       potentially limit Planet's ability to utilize these carryforwards.
       Additionally, because U.S. tax laws limit the time during which net
       operating loss and tax credit carryforwards may be applied against future
       taxable income tax liabilities, Planet may not be able to take full
       advantage of its net operating loss and tax credits for federal income
       tax purposes. Planet has incurred net operating losses since inception
       and there is no assurance of future taxable income; therefore, a
       valuation allowance has been established at June 30, 2001 and 2000 to
       fully offset the deferred tax assets of approximately $17,000 and $9,000,
       respectively.

        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 estimates.

        Capital Stock - In May 2000, Planet amended retroactively to inception,
        its certificate of incorporation to state that the aggregate number of
        shares of all classes of capital stock which the Corporation has
        authority to issue is 2,010,000 of which 2,000,000 are to be shares of
        common stock at $.001 par value per share and 10,000 shares are to be
        shares of serial preferred stock at $.001 par value per share.

        Prior to this amendment, Planet was authorized to issue 25,000,000
        shares of common stock at $.001 par value per share and 1,000,000 shares
        of serial preferred stock at $.001 par value per share. In February
        2001, Planet again amended its certificate of incorporation to state
        that the aggregate number of shares of all classes of capital stock
        which the Corporation has authority to issue is 26,000,000 of which
        25,000,000 are to be shares of common stock at $.001 par value per share
        and 1,000,000 shares are to be shares of serial preferred stock at $.001
        par value per share.

        Realization of the Carrying Cost of Mining Property and Exploration
        Costs - These assets are not shown on the accompanying balance sheets as
        they are fully impaired. The ultimate realization of Planet's original
        costs in these assets is dependent upon the discovery and the ability of
        Planet to finance successful exploration and development of commercial
        ore deposits, if any, in the mining properties in sufficient quantity
        for Planet to recover its original investment.

        Property - Mineral Rights And Leases - Pursuant to the Distribution
        Agreement, Planet became the owner of subsurface mineral rights on
        approximately 190 acres located in the City of Mullan, Idaho. Title was
        acquired by issuance to real property owners of one share of capital
        stock for each 25 square feet of surface owned.

        Leases - A subsurface mining agreement with the City of Mullan, whereby
        Planet, as lessee, will have the right to mine subsurface minerals on
        approximately 200 acres owned by the City north of the Osburn Fault was
        also distributed pursuant to the Distribution Agreement. The City, as
        lessor, will receive 20% of all royalty payments or other consideration
        received by Planet. In the event Planet enters into a lease agreement
        for the exploration and development of "City Property" south of the
        Osburn Fault, the City shall receive 15% of the royalties received. No
        royalties have been received or paid on "City Property" south of the
        fault, nor has Planet ever conducted any mining operations on this or
        other property. At June 30, 2001, Planet did not have the financial or
        operational resources to conduct any operations.