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

                                  FORM 10-QSB/A

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

                For the quarterly period ended September 30, 2002

          [ ] 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: 0-27645

                               PLANET411.COM INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            DELAWARE                                      88-0258277
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                8720 Dufrost, St-Leonard, Quebec, Canada, H1P 2Z5
                    (Address of Principal Executive Offices)

                                 (514) 325-4567
                (Issuer's Telephone Number, Including Area Code)

                                      N.A.
             (Former Name, Former Address and Former Fiscal Year if
                               Changed Since Last Report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                              Yes |X|       No |_|

      At December 20, 2002, there were 102,971,743 shares of the issuer's common
stock outstanding.

           Transitional Small Business Disclosure Format (check one):

                              Yes |_|       No |X|


<PAGE>

                                Explanatory Note

The purpose of this amendment to the Company's Quarterly Report on Form 10-QSB
is solely to correct the number of shares of the Company's common equity
outstanding on December 20, 2002 as disclosed on the cover page of the Form
10-QSB filed on December 20, 2002.

This amendment does not reflect events occurring after the filing of the
registrant's Quarterly Report on Form 10-QSB on December 20, 2002, the original
filing date of the Quarterly Report, or modify or update those disclosures as
presented in the original Form 10-QSB, except as discussed above.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                        Planet 411.com Inc.
                   (A Development Stage Company)

                 Consolidated Financial Statements
                        September 30, 2002

Financial Statements
     Consolidated Balance Sheets                                  2
     Consolidated Operations                                      3
     Consolidated Changes in Shareholders'
     Equity (Deficiency)                                          4
     Consolidated Cash Flows                                      5
     Notes to Consolidated Financial
     Statements                                             6 and 7

<PAGE>



Planet 411.com Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                           (Unaudited)
                                                                                            2002-09-30         2002-06-30
                                                                                         ---------------    ---------------
                                                                                                       $                  $
<S>                                                                                           <C>                <C>
ASSETS
Current assets
     Cash                                                                                            652                720
                                                                                         ===============    ===============

LIABILITIES
Current liabilities
     Accounts payable                                                                             21,655             22,488
     Accrued liabilities                                                                          67,483             54,372
     Loan payable on demand to principal shareholder, without interest                            22,801             22,801
                                                                                         ---------------    ---------------
                                                                                                 111,939             99,661
                                                                                         ---------------    ---------------
SHAREHOLDERS' DEFICIENCY
Capital stock
     Special voting stock, having a par value of $0.001, holding a number of
     votes (8,364,998 votes) equal to the number of exchangeable shares of
     3560309 Canada Inc. outstanding other than those held directly or
     indirectly by the Company, 1 share authorized; 1 share September 30, 2002
     and June 30, 2002 issued and outstanding Preferred stock, having a par
     value of $0.001, 10,000,000 shares authorized; none issued
     Common stock, having a par value of $0.001, 200,000,000 shares
     authorized; 40,661,743 September 30, 2002 and June 30, 2002 issued
     and outstanding                                                                              40,662             40,662
Additional paid-in capital                                                                     6,002,163          6,002,163
Advance payment on capital stock units                                                            96,818             96,818
Accumulated other comprehensive income                                                            39,334             (4,181)
Deficit accumulated during the development stage                                              (6,290,264)        (6,234,403)
                                                                                         ---------------     --------------
                                                                                                (111,287)           (98,941)
                                                                                         ---------------     --------------
                                                                                                     652                720
                                                                                         ===============     ==============
</TABLE>

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

On behalf of the Board,

-----------------------------                -----------------------------------
Director                                     Director


                                                                               2
<PAGE>



Planet 411.com Inc.
(A Development Stage Company)
Consolidated Operations
(Unaudited)
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                                   For the
                                                                                                               period from
                                                                                                                1998-07-31
                                                                             Three months    Three months       (inception)
                                                                                    ended           ended          through
                                                                               2002-09-30      2001-09-30       2002-09-30
                                                                            -------------    ------------     ------------
<S>                                                                            <C>             <C>              <C>
                                                                                        $               $                $
Revenue                                                                                --              --           18,636
                                                                            -------------    ------------     ------------
Operating and administrative expenses
     Salaries                                                                                                    2,279,497
     Fringe benefits                                                                                               269,178
     Subcontracts                                                                                                  803,150
     Training                                                                                                       27,422
     Advertising and marketing research                                                                            607,123
     Transportation                                                                                                  4,522
     Promotion                                                                                                      67,793
     Rent                                                                                          (4,853)         330,128
     Web hosting and maintenance of licenses                                                                       972,178
     Rental, maintenance and repairs                                                                                30,954
     Taxes and permits                                                                                              69,168
     Insurance                                                                                                       8,317
     Office supplies and courier                                                       42             875          145,419
     Communications                                                                                 5,323          108,862
     Professional fees                                                             13,839         178,913        1,532,528
     Interest on short-term debt and bank charges                                      15             102           70,776
     Interest on long-term debt                                                                                      5,000
     Service contracts                                                                                              99,608
     Travel                                                                                         6,444           94,846
     Exchange loss                                                                 41,965          38,809          121,518
     Loss on disposal of property, plant and equipment                                                              23,662
     Amortization of property, plant and equipment                                                                 930,790
                                                                            -------------    ------------     ------------
                                                                                   55,861         225,613        8,602,439
                                                                            -------------    ------------     ------------
Loss before gain on disposal of a subsidiary                                       55,861         225,613        8,583,803
Gain on disposal of a subsidiary                                                                                 2,293,539
                                                                            -------------    ------------     ------------
Net loss                                                                           55,861         225,613        6,290,264
Other comprehensive income
     Foreign exchange translation adjustment                                       43,515          41,347           39,334
                                                                            -------------    ------------     ------------
Comprehensive loss                                                                 12,346         184,266        6,250,930
                                                                            =============    ============     ============

Basic and diluted loss per share                                                       --              --             0.19
                                                                            =============    ============     ============

Weighted average number of outstanding shares of common stock (the special
voting stock considered as 8,364,998 shares of common stock)                   49,026,741      47,129,481       33,128,611
                                                                            =============    ============     ============
</TABLE>

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


                                                                               3
<PAGE>


Planet 411.com Inc.
(A Development Stage Company)
Consolidated Changes in Shareholders' Equity (Deficiency)
(Unaudited)
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                        Special                   Common       Additional
                                                                   voting stock                    stock  paid-in capital
                                                        -----------------------   ----------------------  ---------------
                                                         Number of                 Number of
                                                            shares       Amount       shares      Amount           Amount
                                                        ----------   ----------   ----------  ----------  ---------------
                                                                              $                        $                $
<S>                                                              <C>              <C>             <C>           <C>
Special voting stock (8,364,998 votes)                           1                                                104,444
Balance outstanding on April 20, 1999, date of
  reverse takeover                                                                 8,484,315       8,484          (64,407)
June 1999 - exercise of warrants - for cash                                       15,600,000      15,600          894,400
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                        ----------   ----------   ----------  ----------       ----------
Balance at June 30, 1999                                         1           --   24,084,315      24,084          934,437
August 1999, cancellation of common stock - for cash                                (600,000)       (600)         (34,400)
September 1999, capital stock units issued                                           107,800         108          538,892
October 1999, capital stock units issued - for cash                                  233,340         233          349,777
November 1999, capital stock units issued - for cash                                 333,340         334          499,676
January 2000, capital stock units issued - for cash                                  111,940         112          149,888
March 2000, capital stock units issued - for cash                                    680,106         680        1,135,098
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                        ----------   ----------   ----------  ----------       ----------
Balance at June 30, 2000                                         1           --   24,950,841      24,951        3,573,368
September 2000, capital stock units issued                                         1,087,035       1,087        1,303,355
Advance payment on capital stock units
June 2001, capital stock units issued                                             12,726,607      12,726          980,030
Foreign exchange translation adjustment
Net loss
                                                        ----------   ----------   ----------  ----------       ----------
Balance at June 30, 2001                                         1           --   38,764,483      38,764        5,856,753
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                        ----------   ----------   ----------  ----------       ----------
Balance at September 30, 2001                                    1           --   38,764,483      38,764        5,856,753
Advance payment on capital stock units
October 2001, capital stock units issued                                           1,897,260       1,898          145,410
Foreign exchange translation adjustment
Net earnings
                                                        ----------   ----------   ----------  ----------       ----------
Balance at June 30, 2002                                         1           --   40,661,743      40,662        6,002,163
Foreign exchange translation adjustment
Net loss
                                                        ----------   ----------   ----------  ----------       ----------
Balance at September 30, 2002                                    1           --   40,661,743      40,662        6,002,163
                                                        ==========   ==========   ==========  ==========       ==========


<CAPTION>

                                                                                         Deficit
                                                             Advance    Accumulated   accumulated          Total
                                                          payment on          other    during the  shareholders'
                                                       capital stock  comprehensive   development        equity
                                                               units         income         stage   (deficiency)
                                                       -------------  -------------   -----------  -------------

                                                              Amount         Amount        Amount         Amount
                                                       -------------  -------------   -----------  -------------
                                                                   $              $             $              $
<S>                                                       <C>               <C>       <C>              <C>
Special voting stock (8,364,998 votes)                                                                   104,444
Balance outstanding on April 20, 1999, date of
  reverse takeover                                                                                       (55,923)
June 1999 - exercise of warrants - for cash                                                              910,000
Advance payment on capital stock units                       539,000                                     539,000
Foreign exchange translation adjustment                                     (26,472)                     (26,472)
Net loss                                                                                 (984,546)      (984,546)
                                                       -------------  -------------   -----------  -------------
Balance at June 30, 1999                                     539,000        (26,472)     (984,546)       486,503
August 1999, cancellation of common stock - for cash                                                     (35,000)
September 1999, capital stock units issued                  (539,000)
October 1999, capital stock units issued - for cash                                                      350,010
November 1999, capital stock units issued - for cash                                                     500,010
January 2000, capital stock units issued - for cash                                                      150,000
March 2000, capital stock units issued - for cash                                                      1,135,778
Advance payment on capital stock units                     1,304,442                                   1,304,442
Foreign exchange translation adjustment                                      50,042                       50,042
Net loss                                                                               (4,481,466)    (4,481,466)
                                                       -------------  -------------   -----------  -------------
Balance at June 30, 2000                                   1,304,442         23,570    (5,466,012)      (539,681)
September 2000, capital stock units issued                (1,304,442)
Advance payment on capital stock units                     1,091,590                                   1,091,590
June 2001, capital stock units issued                       (992,756)
Foreign exchange translation adjustment                                     (23,570)                     (23,570)
Net loss                                                                                 (587,567)      (587,567)
                                                       -------------  -------------   -----------  -------------
Balance at June 30, 2001                                      98,834             --    (6,053,579)       (59,228)
Advance payment on capital stock units                        82,982                                      82,982
Foreign exchange translation adjustment                                      41,347                       41,347
Net loss                                                                                 (225,613)      (225,613)
                                                       -------------  -------------   -----------  -------------
Balance at September 30, 2001                                181,816         41,347    (6,279,192)      (160,512)
Advance payment on capital stock units                        62,310                                      62,310
October 2001, capital stock units issued                    (147,308)
Foreign exchange translation adjustment                                     (45,528)                     (45,528)
Net earnings                                                                               44,789         44,789
                                                       -------------  -------------   -----------  -------------
Balance at June 30, 2002                                      96,818         (4,181)   (6,234,403)       (98,941)
Foreign exchange translation adjustment                                      43,515                       43,515
Net loss                                                                                  (55,861)       (55,861)
                                                       -------------  -------------   -----------  -------------
Balance at September 30, 2002                                 96,818         39,334    (6,290,264)      (111,287)
                                                       =============  =============   ===========  =============
</TABLE>


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


                                                                               4
<PAGE>


Planet 411.com Inc.
(A Development Stage Company)
Consolidated Cash Flows
(Unaudited)
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                                   For the
                                                                                                               period from
                                                                                                                1998-07-31
                                                                                Three months  Three months     (inception)
                                                                                      ended          ended         through
                                                                                 2002-09-30     2001-09-30      2002-09-30
                                                                               ------------   ------------     -----------
                                                                                          $              $               $
<S>                                                                                 <C>           <C>           <C>
OPERATING ACTIVITIES
Net loss                                                                            (55,861)      (225,613)     (6,290,264)
Non-cash items
     Amortization of property, plant and equipment                                                                 930,790
     Loss on disposal of property, plant and equipment                                                              23,662
     Gain on disposal of a subsidiary                                                                           (2,293,539)
Changes in non-cash working capital items
     Accounts receivable                                                                              (500)           (318)
     Sales taxes receivable                                                                                         (9,424)
     Prepaid expenses                                                                                                 (441)
     Accounts payable                                                                  (833)        15,332       1,043,299
     Accrued liabilities                                                             13,111         86,839         398,930
                                                                               ------------   ------------     -----------
Cash flows from operating activities                                                (43,583)      (123,942)     (6,197,305)
                                                                               ------------   ------------     -----------
INVESTING ACTIVITIES
Cash position of acquired company                                                                                      263
Cash position of disposed subsidiary                                                                                  (422)
Proceeds on disposal of a subsidiary                                                                                     1
Term deposits                                                                                                      (19,712)
Advances to directors and shareholders                                                                              (6,201)
Property, plant and equipment                                                                                   (1,364,762)
Proceeds from disposal of property, plant and equipment                                                             48,042
Effect of exchange rate changes                                                                                     26,171
                                                                               ------------   ------------     -----------
Cash flows from investing activities                                                     --             --      (1,316,620)
                                                                               ------------   ------------     -----------
FINANCING ACTIVITIES
Advances to related companies                                                                                      (44,242)
Repayment of long-term debt                                                                                        (21,902)
Proceeds on interest-free demand loan from a director and shareholder                                              142,858
Proceeds on interest-free demand loan from a principal shareholder                                                  22,801
Proceeds on demand note payable                                                                                     33,800
Proceeds on short-term debt from a shareholder                                                                     802,805
Repayment of short-term debt from a shareholder                                                                    (89,883)
Issuance of preferred shares of a subsidiary company - non-controlling interest                                    285,474
Issuance of capital stock                                                                                        3,150,242
Cancellation of capital stock                                                                                      (35,000)
Advance payment on capital stock units                                                              82,982       3,080,324
Effect of exchange rate changes                                                      43,515         41,347         187,300
                                                                               ------------   ------------     -----------
Cash flows from financing activities                                                 43,515        124,329       7,514,577
                                                                               ------------   ------------     -----------
Net increase (decrease) in cash                                                         (68)           387             652
Cash, beginning of period                                                               720             43
                                                                               ------------   ------------     -----------
Cash, end of period                                                                     652            430             652
                                                                               ============   ============     ===========

SUPPLEMENTARY INFORMATION
Interest paid                                                                            --             --           3,989
                                                                               ============   ============     ===========
</TABLE>

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


                                                                               5

<PAGE>


Planet 411.com Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
(In U.S. dollars)

1 - NATURE OF OPERATIONS AND GOING CONCERN

The Company was involved in the e-business industry. It provided end-to-end
quality e-business solutions to businesses interested in doing e-tailing
(selling of retail goods on the Internet). During the third quarter of 2001, the
Company had recognized, however, that due to the slower market penetration of
the e-retail business in Canada, further implementation of that business would
not maximize returns to shareholders.

As a result of the orientation, the Company closed on a temporary basis the
Canadian e-retail operations and terminated the Canadian merchants. The United
States-based e-retail business was kept operational through an agreement with a
strategic alliance in the United States.

The Company believed that it should capitalize on its strengths in transaction
and payment processing and began to develop a real-time financing solution for
e-retailers as well as brick and mortar retailers. This solution was Web-based,
which would enable retailers to process their consumers' loans and to complete
their sales in "real-time".

The Company operated its business through a newly created wholly-owned
subsidiary, a business service provider focusing on the processing of
transactions and payments for the retail industry. In that purpose, the Company
integrated all business and technology components needed by the retail industry
to complete the sale.

The Company was developing a real-time financing service for lenders,
manufacturers and retailers wanting to finance consumers for their
product-purchases in their brick and mortar stores, their mail and telesales
operations and their online stores, until the Company ceased operations.

Corporate reorganization

On June 15, 2001, the Company proceeded with the following corporate
reorganization so as to complete the development of the real-time financing
Processing Services solution within this new organizational structure.

On April 12, 2001, the Company organized 3883884 Canada Inc. to provide the
Company's real-time consumer financing solution for e-retailers as well as brick
and mortar retailers.

On June 15, 2001, 9066-4871 Quebec Inc., an indirect wholly-owned subsidiary of
the Company, sold its intellectual property (including a pending patent)
comprising its e-retail solution to 3883884 Canada Inc.

The sale price of $922,448 (C$1,400,000) was paid by 3883884 Canada Inc. by
assuming an equivalent amount of debt that 9066-4871 Quebec Inc. owed to the
Company. 3883884 Canada Inc. also granted a use and marketing license to
9066-4871 Quebec Inc. with no royalty payable for the first two years and one
percent revenue-based royalty to be paid quarterly to 3883884 Canada Inc.
thereafter.


                                                                               6

<PAGE>


Planet 411.com Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
(In U.S. dollars)

1 - NATURE OF OPERATIONS AND GOING CONCERN (Continued)

Immediately after the transfer of intellectual property described above, the
Company sold 9066-4871 Quebec Inc. to a third party for $1. The sold assets and
operations represented substantially all of the operating assets and activities
of the Company and as such have not been disclosed as discontinued operations.

Going concern

The Company's consolidated financial statements for the three-month period ended
September 30, 2002 have been prepared on a going concern basis which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business. The Company has incurred net losses of $55,861 for
the three-month period ended September 30, 2002 and $6,290,264 in the period
from July 31, 1998 (inception) through September 30, 2002. In addition, the
Company has a shareholders' deficiency and a working capital deficiency of
$111,287.

On October 16, 2001, the Company announced that due to a lack of funding, they
were unable to implement their new business plan and were ceasing operations,
effective immediately. The Company also announced that the remaining employees,
officers and directors had resigned, effective upon the filing of a current
report with the Securities and Exchange Commission.

These factors raise substantial doubt about the Company's ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Management is presently seeking a suitable candidate with whom to merge or whom
will purchase the Company as a "public shell", in an effort to get some value
for the Company's shareholders.

Basis of presentation

The financial statements reflect all adjustments which are, in the opinion of
management, necessary to present fairly the Company's financial position as at
September 30, 2002, results of operations and cash flows for the three-month
periods ended September 30, 2002 and 2001. The financial statements should be
read in conjunction with the summary of significant accounting policies and
notes to financial statements included in the Company's Form 10-K. The results
of operations for the three-month period ended September 30, 2002 are not
necessarily indicative of the results to be expected for the full year.

2 - SUBSEQUENT EVENT

Subsequent to September 30, 2002, the Company received a $26,340 non-interest
bearing demand loan from a third party.


                                                                               7
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Position and Results
of Operations

Forward Looking Statements

      This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are based on
management's current expectations and relate to anticipated future events that
are not historical facts, such as the Company's business strategies and their
intended results. Although management believes that the plans, intentions and
expectations reflected in or suggested by such forward-looking statements are
reasonable, there can be no assurance that such plans, intentions or
expectations will be achieved. These forward-looking statements should be read
in conjunction with the cautionary statements made herein and in the Company's
other publicly filed reports. A more complete (although non-exhaustive)
description of the risks applicable to the Company's business is found in the
section entitled "Risk Factors" in Item 6 of the Company's annual report on Form
10-KSB for the fiscal year ended June 30, 2002.

      The Company has a limited operating history and ceased all operations in
October 2001 as described herein. The Company's only material financial
transactions have been capital raising, including the sales of securities
described in this report, paying organizational and start-up costs, and the
launching and limited operation of its integrated e-commerce and financing
processing solutions.

      In this report, Canadian funds are converted into United States funds at
the Noon Buying Rate of US$1.00 = CDN $1.5538 as reported by the Federal Reserve
Bank of New York on December 18, 2002.

Results of Operations

      As previously reported in the Company's reports filed with the Securities
and Exchange Commission ("SEC"), the Company ceased all operations in October
2001. Since that time, management has devoted all its efforts to seeking new
investors, one or more purchasers for the Company or any of its subsidiaries, a
strategic partner, or any other business combination that would generate value
for the Company's stockholders and seeking additional financing for these
efforts. Consequently, in this report management has not compared the financial
results for the period covered by this report to the results experienced in the
corresponding period of the preceding fiscal year. Management does not believe
that such a comparison would provide stockholders with meaningful information.

Three-Month Period ended September 30, 2002.

General

      As previously reported, the Company reorganized its operations to focus on
its proposed real-time financing services, transferred intellectual property and
intercompany debt from one wholly-owned subsidiary to another, and ultimately
disposed of the transferring subsidiary, and also did the following:

      In July 2001, the Company's subsidiary, 3883884 Canada Inc., terminated
its employees.

      In August 2001, the Company entered into a strategic alliance with Gresham
Financial Services LLC. In connection with that strategic alliance, Gresham
Financial Services LLC entered into an outsourcing agreement with the Company
whereby the Company became responsible for the integration and operation of
Gresham Financial Services LLC's real-time financing program.

      In September 2001, the Company terminated its outsourcing contract with a
former subsidiary.


                                                                               8
<PAGE>

      On October 16, 2001, the Company ceased operations as it lacked the
funding required to implement its new business plan. The remaining employees,
officers and directors resigned on October 16, 2001. In addition, the
outsourcing agreement between the Company and Gresham Financial Services LLC
terminated at that time. As a result, the Company now has no operations and very
limited assets.

      Any evaluation of the Company, its financial condition and its historical
earnings must be made in light of the risks frequently encountered by companies
that have no assets or operations. As previously reported, the Company is
presently seeking a suitable candidate to merge with or acquire the Company.
There is no assurance that the Company will succeed in completing a business
combination. The Company is not currently a party to any understandings or
agreements regarding an acquisition, merger or similar business combination or
transaction.

Expenses

      Operating and administrative expenses for the three-month period ending
September 30, 2002 totalled $55,861.

      The most significant component of these expenses consisted of exchange
loss in the amount of $41,965. The Company also incurred professional fees of
$13,839 for the preparation of financial statements and legal fees incurred for
the preparation of SEC filings.

      The other expenses were incurred in the normal course of business and they
consist of office supplies and courier fees and interest on short-term debt and
bank charges.

Net Loss

      For the three-month period ended September 30, 2002, the Company had a net
loss of $55,861.

Liquidity and Capital Resources

      As previously reported, by agreement made May 22, 2001, certain of the
Company's stockholders committed to invest approximately $2.3 million (Cdn. $3.5
million) on or before January 31, 2002. Of this total commitment, $658,000 (Cdn.
$1.0 million) was to be invested before July 31, 2001 in consideration for
8,435,897 shares (at $0.078 per share). As of July 31, 2001, only $147,308 of
the committed amount had been received

      The balance of approximately $1,642,000 (Cdn. $2.5 million) was to be
invested in installments between August 1, 2001 and January 31, 2002. The shares
were to be issued at a 20% discount from the moving average price during the
20-day period preceding the date the installment was received by the Company.
For each share issued between these dates, shareholders were to be granted a
warrant to purchase one half of a share at an exercise price equal to the share
issue price described in the preceding sentence. The expiration date of all
warrants is one year from the date the installment is received by the Company.
The Company has received only $34,508 of this commitment to date, in
consideration for an aggregate of 328,648 units. The warrants issued to date
expired on August 12, 2002 and September 10, 2002 and are no longer exercisable.

      The Company was informed in mid September 2001 that the Company's
shareholders would not be able to meet the investment commitment that they made
in May 2001, and that no additional capital will be received under the
above-described commitments.


                                                                               9
<PAGE>

      Effective as of September 30, 2002, the Company sold to Victor Cantore, a
stockholder of the Company (who is also the Company's sole officer and
director), 52,000,000 shares of Common Stock, in consideration for $52,000
(which has been paid) for the continued operation of the Company and to finance
its efforts to identify and enter into a transaction with a suitable merger or
acquisition candidate.

      Effective as of September 30, 2002, the Company sold 10,310,000 shares of
Common Stock to Frank Cantore, Victor Cantore's brother, for $10,310. The
purchase price was paid in December 2001.

      At September 30, 2002, the Company had cash of $652, a working capital
deficit of $111,287, an accumulated deficit of $6,290,264 and a stockholders'
deficiency of $111,287. The Company requires immediate and ongoing substantial
financing to continue its efforts to seek new investors, one or more purchasers
for the Company or its subsidiaries, a strategic partner or a similar business
combination. To the extent that funding is not available from other sources,
Victor Cantore has made an oral commitment to provide the Company with
additional funding as required for these purposes. However, Victor Cantore is
under no legal obligation to do so.

      With respect to the above, in March, April and May 2002, the Company
received $22,801 from Victor Cantore as a demand loan bearing no interest.

      On October 18, 2002, the Company received a $26,340 non-interest bearing
demand loan from Luigi Tesolin.

Item 3.  Controls and Procedures

      The Company currently has no employees. The Company has evaluated its
disclosure controls and procedures and has concluded that the controls and
procedures are effective.

      There are no significant changes in the internal controls or other factors
that could significantly affect the controls subsequent to December 20, 2002.



                                                                              10
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

        None.

Item 2. Changes in Securities and Use of Proceeds.

        None.

Item 3. Defaults Upon Senior Securities.

        None.

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

        None.

Item 5. Other Information.

        None.

Item 6. Exhibits and Reports on Form B-K.

        (a) Exhibits.

        None.

        (b) Reports on Form 8-K.

      During the period covered by this report, the Company did not file any
current reports on Form 8-K.


                                                                              11
<PAGE>

                                    Signature

      In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                            PLANET411.COM INC.


Dated: January 9, 2003                      By: /s/ Victor Cantore
                                               ---------------------------------
                                               Victor Cantore
                                               President


                                                                              12
<PAGE>

                                CERTIFICATION PER
                      SECTION 302 OF THE SARBANES-OXLEY ACT

I, Victor Cantore, certify that:

1.    I have reviewed this Quarterly Report on Form 10-QSB of Planet411.com;

2.    Based on my knowledge, this Quarterly Report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this Quarterly Report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this Quarterly Report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      Quarterly Report;

4.    I am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
      registrant and have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to me by others within
            those entities, particularly during the period in which this
            Quarterly Report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this Quarterly Report (the "Evaluation Date"); and

      c)    presented in this Quarterly Report my conclusions about the
            effectiveness of the disclosure controls and procedures based on my
            evaluation as of the Evaluation Date;

5.    I have disclosed, based on my most recent evaluation, to the registrant's
      auditors and the audit committee of registrant's board of directors (or
      persons performing the equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    I have indicated in this Quarterly Report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of my most
      recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.


Date: January 9, 2003                 /s/ Victor Cantore
                                      ------------------------------------------
                                      Victor Cantore
                                      Principal Executive Officer and
                                      Principal Financial and Accounting Officer


                                                                              13
<PAGE>

                                  CERTIFICATION

      The undersigned, the Principal Executive Officer and Principal Financial
and Accounting Officer of Planet411.com (the "Issuer"), hereby certify that the
10-QSB for the period ended September 30, 2002 filed with the Commission on
December 20, 2002 and containing certain financials statements for the quarterly
period ended September 30, 2002 fully complies with the requirements of section
13(a) and 15(d) of the Securities Exchange Act of 1934 and that information
contained in the 10-QSB fairly represents, in all material respects, the
financial condition and results of operations of the Issuer.


By:  /s/ Victor Cantore
     ---------------------------------------------
Victor Cantore
Principal Executive Officer and
  Principal Financial and Accounting Officer
January 9, 2003


                                                                              14