<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

 [X]     Quarterly  Report pursuant to Section 13 or 15(d) of the Securities
         Exchange  Act  of  1934

         For the quarterly period ended December 31, 2002

[ ]      Transition  Report  pursuant to 13 or 15(d) of the Securities Exchange
         Act  of  1934

         For  the  transition  period           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            (IRS  Employer
incorporation  or  organization)               Identification  No.)



8720 Dufrost, St-Leonard, Quebec, Canada       HIP  2Z5
--------------------------------------------   --------
(Address of principal executive offices)       (Zip  Code)

Issuer's  telephone  number,
 including  area code:                         (514) 325-4567


                                 NOT APPLICABLE
    --------------------------------------------------------------------------
    (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 preceding 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  [X]  Yes    [    ]  No

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of  the  latest  practicable  date: At December 31, 2002, there were
102,971,734  shares  of  the  issuer's  common  stock  issued  and  outstanding.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements


                                       2
<PAGE>




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

                          Consolidated Financial Statements
                                  December 31, 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>


<TABLE>
<CAPTION>

     Planet  411.com  Inc.
     (A  Development  Stage  Company)
     Consolidated  Balance  Sheets                                            2
     (In  U.S.  dollars)
---------------------------------------------------------------------------------------------------




                                                                           (Unaudited)
                                                                           2002-12-31   2002-06-30
                                                                          ------------  -----------
<S>                                                                       <C>           <C>
                                                                          $             $
ASSETS
  Current assets
    Cash                                                                        1,476          720
                                                                          ============  ===========

LIABILITIES
Current liabilities
    Accounts payable                                                           18,954       22,488
    Accrued liabilities                                                        63,783       54,372
    Loan payable on demand to a third party, without interest                  25,490
    Loan payable on demand to a principal shareholder, without interest        24,820       22,801
                                                                          ------------  -----------
                                                                              133,047       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 by the Company, 1 share authorized; 1 share
    December 31, 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 shares December 31, 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                                         34,218       (4,181)
Deficit accumulated during the development stage                           (6,305,432)  (6,234,403)
                                                                          ------------  -----------
                                                                             (131,571)     (98,941)
                                                                          ------------  -----------
                                                                                1,476          720
                                                                          ============  ===========


</TABLE>

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


<PAGE>



<TABLE>
<CAPTION>


     Planet  411.com  Inc.
     (A  Development  Stage  Company)
     Consolidated  Operations                                                 3
     (Unaudited)
     (In  U.S.  dollars)
--------------------------------------------------------------------------------


                                                                                                  For the
                                                                                                period from
                                                                                                 1998-07-31
                                             Three months  Three months  Six months  Six months (inception)
                                               ended          ended       ended       ended        through
                                             2002-12-31     2001-12-31  2002-12-31  2001-12-31   2002-12-31
                                          $             $             $            $            $
                                          -----------------------------------------------------------------
<S>                                       <C>           <C>           <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                                                          53                   (4,800)      330,128
    Web hosting and maintenance of licenses                                                         972,178
    Rental, maintenance and repairs                                                                  30,954
    Taxes and permits                                          2,500                    2,500        69,168
    Insurance                                                                                         8,317
    Office supplies and courier                   299           791           341        1,666      145,718
    Communications                                              (56)                     5,267      108,862
    Professional fees                          19,644        21,678        33,483      200,591    1,552,172
    Interest on short-term debt
    and bank charges                               33           182            48          284       70,809
    Interest on long-term debt                                                                        5,000
    Service contracts                                                                                99,608
    Travel                                                      (70)                     6,374       94,846
    Exchange loss (gain)                       (4,808)        7,646        37,157       46,455      116,710
    Loss on disposal of property, plant
    and equipment                                                                                    23,662
    Amortization of property, plant and equipment                                                   930,790
                                          -----------------------------------------------------------------

                                               15,168        32,724        71,029      258,337    8,617,607
                                          -----------------------------------------------------------------

Loss before gain on disposal of a subsidiary   15,168        32,724        71,029      258,337    8,598,971
                                          -----------------------------------------------------------------

  Gain on disposal of a subsidiary                                                                2,293,539
  Net loss                                     15,168        32,724        71,029      258,337    6,305,432
  Other comprehensive income
    Foreign exchange translation adjustment    (5,116)        6,568        38,399       47,915       34,218
  Comprehensive loss                           20,284        26,156        32,630      210,422    6,271,214
                                          =================================================================
  Basic and diluted loss per share              -              -             -            0.01         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    49,006,119    49,026,741   48,067,800   34,034,263
                                          =================================================================

</TABLE>

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


<PAGE>
                                                                             4
Planet 411.com Inc.
(A Development Stage Company)
Consolidated Changes in Shareholders' Equity (Deficiency)
(Unaudited)
(In U.S. dollars)


                                                                      Additional
                                 Special                Common           paid-in
                              voting stock               stock           capital
                         --------------------  --------------------- ----------
                         Number of
                           shares      Amount     shares     Amount      Amount
                         --------  ----------  ----------  --------- ----------
                                            $                     $           $
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                                         333,34         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
October 2001, capital
 stock units issued                             1,897,260      1,898    145,410
Foreign exchange
 translation adjustment
Net loss
                         --------  ----------  ----------  ---------- ----------

Balance at December
 31, 2001                       1          -   40,661,743     40,662  6,002,163
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 December
 31, 2002                       1          -   40,661,743     40,662  6,002,163
                         ========  ==========  ==========  ========== ==========



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


                            -----------  -------------  ----------- ------------
                                     $              $            $            $
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           145,292                                  145,292
October 2001, capital
 stock units issued           (147,308)
Foreign exchange
 translation adjustment                        47,915                    47,915
Net loss                                                  (258,337)    (258,337)
                            -----------  -------------  ----------- ------------

Balance at December
 31, 2001                       96,818         47,915   (6,311,916)    (124,358)
Foreign exchange
 translation adjustment                      (52,096)                   (52,096)
Net earnings                                                77,513       77,513
                            -----------  -------------  ----------- ------------

Balance at June 30, 2002        96,818        (4,181)   (6,234,403)     (98,941)
Foreign exchange
 translation adjustment                       38,399                     38,399
Net loss                                                   (71,029)     (71,029)
                            -----------  -------------  ----------- ------------

Balance at December
 31, 2002                       96,818        34,218    (6,305,432)    (131,571)
                            ===========  =============  =========== ============



<PAGE>
                                                                             5
Planet 411.com Inc.
(A Development Stage Company)
Consolidated Cash Flows
(Unaudited)
(In U.S. dollars)
--------------------------------------------------------------------------------


                                                                         For the
                                                                     period from
                                                                      1998-07-31
                                          Six months    Six months   (inception)
                                               ended         ended       through
                                          2002-12-31    2001-12-31    2002-12-31
                                         ------------  ------------  -----------
                                                   $             $            $
OPERATING ACTIVITIES
Net loss                                     (71,029)     (258,337)  (6,305,432)
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                                        1,248         (318)
  Sales taxes receivable                                                 (9,424)
  Prepaid expenses                                                         (441)
  Accounts payable                            (3,534)       13,713    1,040,598
  Accrued liabilities                          9,411        51,839      395,230
                                         ------------  ------------  -----------
Cash flows from operating activities         (65,152)     (191,537)  (6,218,874)
                                         ------------  ------------  -----------
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 third party                      25,490                     25,490
Proceeds on interest-free demand loan
 from a director and shareholder               2,019                    144,877
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                     145,292    3,080,324
Effect of exchange rate changes               38,399        47,915      182,184
                                         ------------  ------------  -----------
Cash flows from financing activities          65,908       193,207    7,536,970
                                         ------------  ------------  -----------
Net increase in cash                             756         1,670        1,476
Cash, beginning of period                        720            43
                                         ------------  ------------  -----------
Cash, end of period                            1,476         1,713        1,476
                                         ============  ============  ===========

SUPPLEMENTARY INFORMATION
Interest paid                                      -             -        3,989
                                         ============  ============  ===========



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




<PAGE>

                                                                             6
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 Qubec Inc. owed to the
Company.  3883884  Canada  Inc.  also  granted  a  use  and marketing license to
9066-4871  Qubec  Inc.  with  no royalty payable for the first two years and one
percent  revenue-based  royalty  to  be  paid  quarterly  to  3883884Canada Inc.
thereafter.

Immediately  after  the  transfer  of intellectual property described above, the
Company  sold  9066-4871 Qubec 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.



<PAGE>

                                                                             7
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)

Going concern

The Company's consolidated financial statements for the three-month period ended
December31,  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 $71,029 for the six-month
period  ended  December  31, 2002 and $6,305,432 in the period from July31, 1998
(inception)  through  December  31,  2002.  In  addition,  the  Company  has  a
shareholders' deficiency  and  a  working  capital  deficiency  of  $131,571.

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
December 31, 2002, results of operations for the six and three-month periods and
cash  flows  for  the  six-month  periods ended  December 31, 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 six and three-month
periods  ended December31, 2002 are not necessarily indicative of the results to
be  expected  for  the  full  year.


2  -  SUBSEQUENT EVENTS

Subsequent  to  December  31,  2002, the Company issued 52,000,000 shares of the
Company's  common  stock  for $52,000 to a principal shareholder of the Company.
Concurrently, the Company issued 10,310,000 shares of the Company's common stock
for  $10,310  to the brother of the principal shareholder. At December 31, 2002,
the  $52,000 and $10,310 are included in advance payment on capital stock units.




<PAGE>

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

FORWARD  LOOKING  STATEMENTS

The  information  in  this discussion 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
forward-looking statements involve risks and uncertainties, including statements
regarding  the  Company's capital needs, business strategy and expectations. Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  In  some  cases,  you can identify
forward-looking  statements  by  terminology  such  as  "may", "will", "should",
"expect",  "plan",  "intend",  "anticipate",  "believe",  estimate",  "predict",
"potential"  or  "continue",  the  negative  of  such  terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements,  you  should consider various factors, including the risks discussed
below,  and, from time to time, in other reports the Company files with the SEC,
including the Company's Annual Report on Form 10-KSB for the year ended June 30,
2002.  These factors may cause the Company's actual results to differ materially
from  any  forward-looking  statement.  The  Company disclaims any obligation to
publicly  update these statements, or disclose any difference between its actual
results  and  those  reflected  in these statements. The information constitutes
forward-looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.

OVERVIEW

      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.


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  DECEMBER  31,  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.


                                       3

<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  were $15,168 for the three-month
period  ended  December  31,  2002.

      The most significant component of these expenses consisted of professional
fees  in the amount of $19,644.   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.  The company did incur an exchange
gain  of  $4,808 for the three-month period ended December 31, 2002.

Net  Loss

      For  the three-month period ended December 31, 2002, the Company had a net
loss  of  $15,168.

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.

      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.


                                       4

<PAGE>


      At  December  31,  2002, the Company had cash of $1,476, a working capital
deficit  of  $131,571,  and  an  accumulated deficit of $6,305,432.  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, between March and December 2002, the Company received
$24,820  from  Victor  Cantore  as  a  demand  loan  bearing  no  interest.

      On  October  18, 2002, the Company received a $25,490 non-interest bearing
demand  loan  from  Luigi  Tesolin.

      The  company  has not received any additional financing in the three-month
period  ended  December  31,  2002.



ITEM  3.     CONTROLS  AND  PROCEDURES.

      As  required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Mr.  Victor Cantore.  Based upon that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us required to be included in our periodic SEC filings.
There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.




                           PART II - OTHER INFORMATION

Item  1.          Legal  Proceedings

     None.

Item  2.          Changes  in  Securities

     None.

Item  3.          Defaults  upon  Senior  Securities

     None.

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

     None.


                                       5

<PAGE>


Item  5.          Other  Information

     None.

Item  6.          Exhibits  and  Reports  on  Form  8-K.

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K


Exhibit Number                      Description of Exhibit
--------------------------------------------------------------------------------

99.1     Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002(1)
--------------------------------------------------------------------------------


(1)     Filed  as  an  Exhibit  to  this  Quarterly  Report  on  Form  10-QSB


REPORTS  ON  FORM  8-K

We  did not file any Current Reports on Form 8-K during the fiscal quarter ended
December  31,  2002.

                                       6

<PAGE>



                                   SIGNATURES


In  accordance with the requirements of the Securities and 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.


By:  /s/ Victor  Cantore
     ___________________________________
     Victor  Cantore,  President
     Director
     Date:     April  4,  2003




<PAGE>

                                 CERTIFICATIONS

I,  VICTOR  CANTORE,  of  Planet411.com  Inc.  (the "Registrant"), 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.   The  registrant's  other  certifying  officers  and  I  are 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 us 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  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     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.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date    April  4,  2003
                             /s/ Victor  Cantore
                             ___________________________________
                                   (Signature)

                             Chief Executive Officer and
                             Chief Financial Officer
                             ___________________________________
                                   (Title)


                                       8