SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 2000


                         Commission file number: 0-27645




                               PLANET411.COM INC.
             (Exact name of registrant as specified in its charter)


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



       440 Rene Levesque West, Suite 401, Montreal, Quebec Canada H2Z 1V7



                                 (514) 866-4638
              (Registrant's Telephone Number, including Area Code)




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

Yes  [ ]   No {X} (became subject to filing requirements February 25, 2000)



At May 12, 2000, there were 24,950,841  shares of the registrant's  common stock
outstanding.


<PAGE>




PART I. FINANCIAL INFORMATION


                           Planet 411.com Corporation
                          (A Development Stage Company)











     Consolidated Financial Statements

           Financial Statements
              Consolidated Operations                                      2
              Consolidated Deficit                                         2
              Consolidated Cash Flows                                      3
              Consolidated Balance Sheets                                  4
              Notes to Consolidated Financial Statements             5 and 6





                                   12-05-2000
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Operations
Consolidated Deficit
(In U.S. dollars)

================================================================================
<TABLE>
<CAPTION>



                                                                                                                      Unaudited
                                                         ---------------------------------------------------------------------------
                                                                                   For the period                For the period
                                                                                       1998-07-31                    1998-07-31
                                                        Three months   Three months    (inception)   Nine months     (inception)
                                                               ended          ended       through          ended        through
                                                          1999-03-31     2000-03-31    1999-03-31     2000-03-31     2000-03-31
                                                         -----------    -----------   -----------    -----------    -----------
                                                                   $              $             $              $              $
<S>                                                           <C>           <C>            <C>           <C>            <C>
CONSOLIDATED OPERATIONS
Revenue                                                       --             --            --             --             --
                                                         -----------    -----------   -----------    -----------    -----------
Operating and administrative expenses
     Salaries                                                 49,136        340,874        83,004        717,048        963,781
     Fringe benefits                                           5,773         32,716        10,654         69,915         99,045
     Subcontracts                                              1,326        413,204         6,739        428,797        439,602
     Training                                                  1,160                        2,468          1,874         26,266
     Advertising and marketing research                          873        112,447        38,569        366,375        414,325
     Transportation                                              457            720           823          1,801          3,455
     Promotion                                                 5,532          4,460         9,327         35,730         62,432
     Rent                                                     13,489         46,301        35,198         81,462        133,934
     Web hosting and maintenance of
     licenses                                                  3,491        167,063        11,721        465,468        524,324
     Equipment rental                                                         2,601         1,949          2,601          5,578
     Maintenance and repairs                                   1,062            173         3,045            918          5,606
     Taxes and permits                                            78          8,496         5,040         15,728         27,028
     Insurance                                                   386          3,274         1,350         10,856         13,325
     Office supplies and courier                              10,365         25,103        17,690         48,570        100,923
     Communications                                            4,363         13,806        10,307         25,912         41,465
     Professional fees                                        59,256        225,941        91,002        302,144        515,506
     Bank charges                                                410          4,827           651          9,475         11,081
     Interest on long-term debt                                  440            311         2,116          1,153          4,204
     Service contracts                                                           50                       26,130         91,809
     Travel                                                   17,596          1,361        17,596         17,209         47,202
     Foreign exchange                                                        (1,572)                     (14,062)       (44,166)
     Amortization of capital assets                            9,200        103,176        26,568        213,460        326,385
                                                         -----------    -----------   -----------    -----------    -----------
                                                             184,393      1,505,332       375,817      2,828,564      3,813,110
                                                         -----------    -----------   -----------    -----------    -----------
Net loss                                                     184,393      1,505,332       375,817      2,828,564      3,813,110
                                                         ===========    ===========   ===========    ===========    ===========

Basic loss per share

Weighted  average  number of                                    0.01           0.03          0.01           0.06           0.10
outstanding  shares of common stock                      ===========    ===========   ===========    ===========    ===========
(the  special voting stock considered
as 25,094,996 shares of common
stock)                                                    25,094,996     49,447,942    25,094,996     49,146,471     37,501,922
                                                         ===========    ===========   ===========    ===========    ===========

CONSOLIDATED DEFICIT
Deficit, beginning of period (Note 1)                        191,424      2,307,778                      984,546
Net loss                                                     184,393      1,505,332       375,817      2,828,564      3,813,110
                                                         -----------    -----------   -----------    -----------    -----------
Deficit accumulated during the
development stage, end of period                             375,817      3,813,110       375,817      3,813,110      3,813,110
                                                         ===========    ===========   ===========    ===========    ===========


================================================================================

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


</TABLE>
<PAGE>

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


================================================================================
<TABLE>
<CAPTION>

                                                                                                                    Unaudited
                                                                     --------------------------------------------------------
                                                                     For the period                            For the period
                                                                         1998-07-31                                1998-07-31
                                                                         (inception)         Nine months           (inception)
                                                                            through                ended              through
                                                                         1999-03-31           2000-03-31           2000-03-31
                                                                        -----------          -----------          -----------
<S>                                                                     <C>                  <C>                  <C>
                                                                                  $                    $                    $

OPERATING ACTIVITIES
Net loss                                                                   (375,817)          (2,828,564)          (3,813,110)
Non-cash item
     Amortization of capital assets                                          26,568              213,460              326,385
Changes in non-cash working capital items
     Sales taxes receivable                                                 (23,725)             (94,332)            (132,114)
     Other receivables                                                         (529)             (40,852)             (40,852)
     Prepaid expenses                                                      (311,437)             (18,588)             (49,800)
     Accounts payable                                                       648,424              618,653              639,308
     Accrued liabilities                                                     10,012              493,221              597,011
                                                                        -----------          -----------          -----------
Cash flows from operating activities                                        (26,504)          (1,657,002)          (2,473,172)
                                                                        -----------          -----------          -----------
INVESTING ACTIVITIES
Cash position of acquired company                                                                                         263
Term deposit                                                                                     (10,228)             (20,424)
Advances to directors and shareholders                                      (16,581)              (3,736)              (6,863)
Advances to related companies                                               (10,319)                                  (44,242)
Other advances                                                                                    10,766               (2,929)
Capital assets                                                             (692,239)            (305,219)          (1,164,310)
Effect of exchange rate changes                                                 750                1,296                4,375
                                                                        -----------          -----------          -----------
Cash flows from investing activities                                       (718,389)            (307,121)          (1,234,130)
                                                                        -----------          -----------          -----------
FINANCING ACTIVITIES
Loan                                                                                             127,157              127,157
Advances from directors                                                                           33,751               34,407
Repayment of long-term debt                                                  (6,734)              (4,635)             (11,588)
Issuance of preferred shares of a subsidiary company -
non-controlling interest                                                                                              285,474
Issuance of capital stock                                                   928,918            1,135,778            2,150,222
Cancellation of capital stock                                                                    (35,000)             (35,000)
Advance payment on capital stock units                                                         1,000,020            1,539,020
Effect of exchange rate changes                                             (35,372)             (26,088)             (52,560)
                                                                        -----------          -----------          -----------
Cash flows from financing activities                                        886,812            2,230,983            4,037,132
                                                                        -----------          -----------          -----------
Net increase in cash                                                        141,919              266,860              329,830
Cash, beginning of period                                                                         62,970
                                                                        -----------          -----------          -----------
Cash, end of period                                                         141,919              329,830              329,830
                                                                        ===========          ===========          ===========

SUPPLEMENTAL DATA
Cash paid during the period for interest                                      2,116                1,153                4,204
                                                                        ===========          ===========          ===========


================================================================================

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

<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)


================================================================================

<TABLE>
<CAPTION>
                                                                                                                          Unaudited
                                                                                                         ---------------------------
                                                                                                         2000-03-31      1999-06-30
                                                                                                         ----------      ----------
<S>                                                                                                     <C>              <C>
                                                                                                        $                $
ASSETS
Current assets
     Cash                                                                                                   329,830          62,970
     Term deposit, 3.75%, maturing on April 19, 2000                                                         20,620          10,196
     Sales taxes receivable                                                                                 132,114          37,782
     Other receivables                                                                                       40,852
     Advances to directors and shareholders, without interest                                                 6,688           2,673
     Prepaid expenses                                                                                        49,800          31,212
                                                                                                         ----------      ----------
                                                                                                            579,904         144,833
Other advances, without interest or repayment terms                                                           2,929          13,695
Capital assets                                                                                            1,058,579         968,591
                                                                                                         ----------      ----------
                                                                                                          1,641,412       1,127,119
                                                                                                         ==========      ==========

LIABILITIES
Current liabilities
     Accounts payable                                                                                       854,400         235,747
     Accrued liabilities                                                                                    597,011         103,790
     Loan, 10%, repayable on demand                                                                         127,157
     Instalments on long-term debt                                                                            9,035           8,834
                                                                                                         ----------      ----------
                                                                                                          1,587,603         348,371
Advances from directors, without interest or repayment terms                                                 34,407             656
Long-term debt                                                                                                1,279           6,115
Non-controlling interest                                                                                    285,474         285,474
                                                                                                         ----------      ----------
                                                                                                          1,908,763         640,616
                                                                                                         ----------      ----------
SHAREHOLDERS' EQUITY (DEFICIENCY)
Capital stock (Note 4)
     Special  voting  stock,  having a par value of $0.001,  holding a number of 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 June 30, 1999 and
     March 31, 2000 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, 69,999,999 shares authorized; 24,084,315
     (June 30,1999) and 24,950,841 (March 31, 2000) issued and outstanding                                   24,951          24,084
Contributed surplus (Note 4)                                                                              3,573,368         934,437
Advance payment on capital stock units                                                                                      539,000
Cumulative translation adjustments                                                                          (52,560)        (26,472)
Deficit accumulated during the development stage                                                         (3,813,110)       (984,546)
                                                                                                         ----------      ----------
                                                                                                           (267,351)        486,503
                                                                                                         ----------      ----------
                                                                                                          1,641,412       1,127,119
                                                                                                         ==========      ==========


================================================================================

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



<PAGE>


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


================================================================================
1 - RESTATEMENT OF PRIOR PERIOD UNAUDITED FINANCIAL STATEMENTS

During the  three-month  period  ended March 31,  2000,  the Company  discovered
previously  incurred but unrecorded  advertising and marketing research expenses
of $127,840 and web hosting and  maintenance  of licenses  (previously  Internet
connection) expenses of $217,860.  The expenses were incurred in the three-month
period  ended  December  31,  1999.  As a result,  the Company has  restated the
accompanying  unaudited  consolidated  financial statements for the three months
and the six months  ended  December  31,  1999 and for the period  July 31, 1998
(inception)  through  December 31, 1999 to record an increase in advertising and
marketing  research  expenses of $127,840  and web  hosting and  maintenance  of
licenses expenses of $217,860. The restatement adjustments result in an increase
in the deficit, beginning of period for the three months ended March 31, 2000 of
$345,700.


================================================================================
2 - NATURE OF OPERATIONS

The Company,  in its development stage, is involved in the e-business  industry.
It provides end-to-end quality e-business solutions to businesses  interested in
doing e-tailing (selling of retail goods on the Internet).


================================================================================
3 - 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
March 31, 2000, results of operations for the nine and three-month periods ended
March 31, 2000 and 1999 and cash flows for the nine-month period ended March 31,
2000 and 1999. 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/A. The results of operations for the nine and
three-month  periods ended March 31, 2000 are not necessarily  indicative of the
results to be expected for the full year.


<PAGE>


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

================================================================================
4 - CAPITAL STOCK AND CONTRIBUTED SURPLUS
<TABLE>
<CAPTION>

                                                                                                          Contributed
                                          Special voting stock                        Common stock            surplus
                                 -----------------------------      ------------------------------       ------------
                                   Number of                          Number of
                                      shares            Amount           shares             Amount            Amount
                                 -----------        ----------      -----------         ----------       ------------
<S>                              <C>                <C>            <C>                  <C>              <C>
                                                    $                                   $                $
Special voting stock
(25,094,996 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                                                             15,600,000             15,600            894,400
                                 -----------        ----------      -----------         ----------       ------------
Balance June 30, 1999                      1            --           24,084,315             24,084            934,437
August 1999 -
cancellation of common
stock                                                                  (600,000)              (600)           (34,400)
September 1999 - capital
stock units issued                                                      107,800                108            538,892
October 1999 - capital
stock units issued                                                      233,340                233            349,777
November 1999 - capital
stock units issued                                                      333,340                334            499,676
                                 -----------        ----------      -----------         ----------        -----------
Balance December 31,
1999                                       1            --           24,158,795             24,159          2,288,382
January 2000 - capital
stock units issued                                                      111,940                112           149,888
March 2000 - capital
stock units issued                                                      680,106                680          1,135,098
                                 -----------        ----------      -----------         ----------       ------------
Balance March 31, 2000                     1            --           24,950,841             24,951          3,573,368
                                 ===========        ==========      ==========          ==========       ============
</TABLE>

At March 31,  2000,  warrants to  purchase  107,800  shares of common  stock for
$5.00,  233,340 and 333,340 shares of common stock for $1.50,  111,940 shares of
common  stock  for  $1.34  and  680,106  shares  of  common  stock for $1.67 are
outstanding. The warrants expire August 30, October 15, November 30 and December
30, 2000 and March 29, 2001 respectively.

Stock options

Effective  March 2, 2000,  the Company  adopted the 2000 Stock  Option Plan (the
"2000 Plan").  The 2000 Plan is  administered by the Board of Directors who have
sole discretion and authority to determine individuals eligible for awards under
the 2000 Plan.  The 2000 Plan  provides  for  issuance of a total of  10,000,000
options,  within a period of 10 years from the effective date. The conditions of
exercise of each grant are determined  individually  by the Board at the time of
the grant.  During the quarter  ended March 31,  2000,  7,507,000  options at an
exercise  price of $2.00 have been  granted  under this  plan.  No  compensation
expense is required  since the Company  follows APB 25 in  accounting  for these
options.

<PAGE>


                           Planet 411.com Corporation
                          (A Development Stage Company)

     Consolidated Financial Statements


           Financial Statements
              Consolidated Operations                                   2
              Consolidated Deficit                                      2
              Consolidated Cash Flows                                   3
              Consolidated Balance Sheets                               4
              Notes to Consolidated Financial Statements           5 to 7
<PAGE>

Planet 411.com Corporation
(A Development Stage Company)
Consolidated Operations
Consolidated Deficit
(In U.S. dollars)
================================================================================

<TABLE>
<CAPTION>


                                                                                                                         Unaudited
                                                        -------------------------------------------------------------------------
                                                                                                                   For the period
                                                                                                                       1998-07-31
                                                                      Three months  For the period     Six months      (inception)
                                                                             ended      1998-07-31          ended         through
                                                       Three months     1999-12-31      (inception)    1999-12-31      1999-12-31
                                                              ended    (Restated -         through    (Restated -     (Restated -
                                                         1998-12-31         Note 1)     1998-12-31         Note 1)         Note 1)
                                                        -----------    -----------     -----------    -----------      ----------
<S>                                                     <C>            <C>            <C>            <C>             <C>
                                                                  $              $               $              $               $
CONSOLIDATED OPERATIONS
Revenue                                                      --             --              --             --              --
                                                        -----------    -----------     -----------    -----------      ----------
Operating and administrative expenses
     Salaries                                                27,117        195,800          33,868        376,174         622,907
     Fringe benefits                                          2,919         18,902           4,881         37,199          66,329
     Subcontracts                                             5,198         10,024           5,413         15,593          26,398
     Training                                                 1,308            442           1,308          1,874          26,266
     Advertising                                             37,696        234,994          37,696        253,928         301,878
     Transportation                                             336            185             366          1,081           2,735
     Promotion                                                3,167         26,678           3,795         31,270          57,972
     Rent                                                    14,544         11,806          21,709         35,161          87,633
     Web hosting and maintenance of licenses                  3,584        292,009           8,230        298,405         357,261
     Equipment rental                                         1,414                          1,949                          2,977
     Maintenance and repairs                                  1,885            412           1,983            745           5,433
     Taxes and permits                                        4,962          2,740           4,962          7,232          18,532
     Insurance                                                  964          5,440             964          7,582          10,051
     Office supplies and courier                              4,885         11,661           7,325         23,467          75,820
     Communications                                           4,872          3,837           5,944         12,106          27,659
     Professional fees                                       25,150          6,230          31,746         76,203         289,565
     Bank charges                                               132          1,003             241          4,648           6,254
     Interest on long-term debt                               1,128            277           1,676            842           3,893
     Service contracts                                                      26,080                         26,080          91,759
     Travel                                                                  8,461                         15,848          45,841
     Foreign exchange                                                      (17,422)                       (12,490)        (42,594)
     Amortization of capital assets                          15,242         56,959          17,368        110,284         223,209
                                                        -----------    -----------     -----------    -----------      ----------
                                                            156,503        896,518         191,424      1,323,232       2,307,778
                                                        -----------    -----------     -----------    -----------      ----------
Net loss                                                    156,503        896,518         191,424      1,323,232       2,307,778


Basic loss per share                                           0.01           0.02            0.01           0.03            0.07
                                                        ===========    ===========     ===========    ===========      ==========

Weighted average number of outstanding
shares of common stock (the special voting
stock considered as 25,094,996 shares of
common stock)                                            25,094,996     48,994,707      25,094,996     48,997,374      35,407,340
                                                        ===========    ===========     ===========    ===========      ==========


CONSOLIDATED DEFICIT
Deficit, beginning of period                                 34,921      1,411,260                        984,546               0
Net loss                                                    156,503        896,518         191,424      1,323,232       2,307,778
                                                        -----------    -----------     -----------    -----------      ----------
Deficit accumulated during the development
stage, end of period                                        191,424      2,307,778         191,424      2,307,778       2,307,778
                                                        ===========    ===========     ===========    ===========      ==========

================================================================================

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

<PAGE>


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


<TABLE>
<CAPTION>
                                                                                                                          Unaudited
                                                                        -----------------------------------------------------------
                                                                                                                     For the period
                                                                                                                         1998-07-31
                                                                         For the period            Six months            (inception)
                                                                             1998-07-31                 ended               through
                                                                             (inception)           1999-12-31            1999-12-31
                                                                                through           (Restated -           (Restated -
                                                                             1998-12-31                Note 1)               Note 1)
                                                                             ----------            ----------            ----------
                                                                                      $                     $                     $
<S>                                                                            <C>                   <C>                 <C>
OPERATING ACTIVITIES
Net loss                                                                       (191,424)           (1,323,232)           (2,307,778)
Non-cash item
     Amortization of capital assets                                              17,368               110,284               223,209
Changes in non-cash working capital items
     Sales taxes receivable                                                     (34,963)              (10,403)              (48,185)
     Prepaid expenses                                                            (2,649)              (61,601)              (92,813)
     Accounts payable                                                            26,509               347,974               368,629
     Accrued liabilities                                                         13,432                29,281               133,071
                                                                             ----------            ----------            ----------
Cash flows from operating activities                                           (171,727)             (907,697)           (1,723,867)
                                                                             ----------            ----------            ----------
INVESTING ACTIVITIES
Cash position of acquired company                                                                                               263
Term deposit                                                                                                                (10,196)
Advances to directors and shareholders                                          (28,098)                                     (3,127)
Other advances                                                                                         13,695
Capital assets 2F(Note 4)                                                       (89,748)             (120,497)             (979,588)
Effect of exchange rate changes                                                      96                 3,042                 6,121
                                                                             ----------            ----------            ----------
Cash flows from investing activities                                           (117,750)             (103,760)             (986,527)
                                                                             ----------            ----------            ----------
FINANCING ACTIVITIES
Advances from (to) related companies                                             37,147                                     (44,242)
Advances from directors                                                           5,519                                       6,175
Repayment of long-term debt                                                      (2,901)               (3,019)               (9,972)
Issuance of preferred shares of a subsidiary
company - non-controlling interest                                                                                          285,474
Issuance of capital stock                                                       344,528                                   1,014,444
Cancellation of capital stock                                                                         (35,000)              (35,000)
Advance payment on capital stock units                                                              1,000,020             1,539,020
Effect of exchange rate changes                                                 (16,161)                  658               (25,814)
                                                                             ----------            ----------            ----------
Cash flows from financing activities                                            362,613               968,178             2,730,085
                                                                             ----------            ----------            ----------
Net increase (decrease) in cash and
cash equivalents                                                                 73,136               (43,279)               19,691
Cash and cash equivalents, beginning of
period                                                                                                 62,970
                                                                             ----------            ----------            ----------
Cash and cash equivalents, end of period                                         73,136                19,691                19,691
                                                                             ----------            ----------            ----------


SUPPLEMENTAL DATA
Cash paid during the period for interest                                          1,676                   842                 3,893
                                                                             ==========            ==========            ==========




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

================================================================================


<PAGE>

Planet 411.com Corporation                                                     4
(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)

================================================================================

                                                                                                                          Unaudited
                                                                                                         --------------------------
                                                                                                         1999-12-31
                                                                                                          (Restated
                                                                                                             Note 1)     1999-06-30
                                                                                                         ----------      ----------
                                                                                                                  $               $
<S>                                                                                                       <C>             <C>
ASSETS
Current assets
     Cash                                                                                                    19,691          62,970
     Term deposit, 3.75%, maturing on April 19, 2000                                                         10,392          10,196
     Sales taxes receivable                                                                                  48,185          37,782
     Advances to directors and shareholders, without interest                                                 2,952           2,673
     Prepaid expenses                                                                                        92,813          31,212
                                                                                                         ----------      ----------
                                                                                                            174,033         144,833
Other advances, without interest or repayment terms                                                          13,695
Capital assets                                                                                              975,287         968,591
                                                                                                         ----------      ----------
                                                                                                          1,149,320       1,127,119


LIABILITIES
Current liabilities
     Accounts payable                                                                                       583,721         235,747
     Accrued liabilities                                                                                    133,071         103,790
     Instalments on long-term debt                                                                            9,572           8,834
                                                                                                         ----------      ----------
                                                                                                            726,364         348,371
Advances from directors, without interest or repayment terms                                                  6,175             656
Long-term debt                                                                                                2,358           6,115
Non-controlling interest                                                                                    285,474         285,474
                                                                                                         ----------      ----------
                                                                                                          1,020,371         640,616
                                                                                                         ----------      ----------
SHAREHOLDERS' EQUITY
Capital stock 2F(Note 4)
     Special  voting stock,  having a par value of $0.001,  holding a number of
     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 June 30, 1999 and
     December 31, 1999 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, 69,999,999 shares authorized; 24,084,315
     (June 30,1999) and 24,158,795 (December 31, 1999) issued and outstanding                                24,159          24,084
Contributed surplus 2F(Note 4)                                                                            2,288,382         934,437
Advance payment on capital stock units 2F(Note 5)                                                           150,000         539,000
Cumulative translation adjustments                                                                          (25,814)        (26,472)
Deficit accumulated during the development stage                                                         (2,307,778)       (984,546)
                                                                                                         ----------      ----------
                                                                                                            128,949         486,503
                                                                                                         ----------      ----------
                                                                                                          1,149,320       1,127,119
                                                                                                         ==========      ==========
</TABLE>


================================================================================


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




<PAGE>

Planet 411.com Corporation                                                    5
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(unaudited)


================================================================================

1 - RESTATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

During the  three-month  period  ended March 31,  2000,  the Company  discovered
previously  incurred but unrecorded  advertising and marketing research expenses
of $127,840 and web hosting and  maintenance  of licences  (previously  internet
connection) expenses of $217,860.  The expenses were incurred in the three-month
period  ended  December  31,  1999.  As a result,  the company has  restated the
unaudited  consolidated  financial  statements  for the three months and the six
months  ended  December  31, 1999 and for the period  July 31, 1998  (inception)
through December 31, 1999 to record an increase in marketing  research  expenses
of $127,840 and web hosting and maintenance of licenses expenses of $217,860.

The following table  summarizes the restatement  adjustments  which increase the
following balances recorded by the Company.

<TABLE>
<CAPTION>
                                                                                                                (Unaudited)
                                                                      ----------------------------------------------------
                                                                                                            For the period
                                                                                                                1998-07-31
                                                                       Three months          Six months         (inception)
                                                                              ended               ended            through
                                                                         1999-12-31          1999-12-31         1999-12-31
                                                                       ------------          ----------     --------------
                                                                                  $                   $                  $
<S>                                                                         <C>                 <C>                <C>
Consolidated Balance sheets
     Current liabilities                                                    345,700             345,700            345,700
     Deficit accumulated during the development stage                       345,700             345,700            345,700
Consolidated Operations
     Operating and administrative expenses                                  345,700             345,700            345,700
     Net loss                                                               345,700             345,700            345,700

Effect on basic loss per share                                                 0.01                0.01               0.01
</TABLE>

================================================================================

2 - NATURE OF OPERATIONS

The Company,  in its development stage, is involved in the e-business  industry.
It provides end-to-end quality e-business solutions to businesses  interested in
doing e-tailing (selling of retail goods on the Internet).


<PAGE>


Planet 411.com Corporation                                                    6
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(unaudited)


================================================================================
3 - 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, 1999,  results of operations  for the six and  three-month  periods
ended December 31, 1999 and 1998 and cash flows for the six-month  periods ended
December  31,  1999  and  1998.  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/A.  The  results of
operations for the six and  three-month  periods ended December 31, 1999 are not
necessarily indicative of the results to be expected for the full year.


================================================================================
4 - CAPITAL STOCK AND CONTRIBUTED SURPLUS

<TABLE>
<CAPTION>
                                                           Special                               Common        Contributed
                                                      voting stock                                stock            surplus
                                       ---------------------------       ------------------------------      -------------
                                       Number of                          Number of
                                          shares            Amount           shares              Amount
                                       ---------           -------       ----------            --------      -------------
                                                                 $                                    $                  $
<S>                                           <C>           <C>          <C>                     <C>             <C>
Special voting stock
(25,094,996 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                                                                 15,600,000              15,600            894,400
                                       ---------         ---------       ----------            --------          ---------

Balance June 30, 1999                          1             --          24,084,315              24,084            934,437
August 1999, cancellation of
common stock                                                               (600,000)               (600)           (34,400)

September 1999, capital
stock units issued                                                          107,800                 108            538,892

October 1999, capital stock
units issued                                                                233,340                 233            349,777

November 1999, capital stock
units issued                                                                333,340                 334            499,676
                                       ---------         ---------       ----------            --------          ---------

Balance December 31, 1999                      1             --          24,158,795              24,159          2,288,382
                                       =========         =========       ==========            ========          =========
</TABLE>

At December 31, 1999,  warrants to purchase  107,800  shares of common stock for
$5.00,  233,340 and 333,340  shares of common stock for $1.50 and 111,940 shares
of common  stock for $1.34 are  outstanding.  The  warrants  expire  August  30,
October 15, November 30 and December 30, 2000 respectively.

<PAGE>

Planet 411.com Corporation                                                    7
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(unaudited)


================================================================================
5 - ADVANCE PAYMENT ON CAPITAL STOCK UNITS

The Company  received  $150,000 with respect to a private  placement for 111,940
units at $1.34 per unit. Each unit consists of one share of common stock and one
share  purchase  warrant.  Each  warrant will entitle the holder to purchase one
additional  share of common  stock of the Company for $1.34 within one year from
the date of closing of the offer, December 30, 1999. As of December 31, 1999, no
shares of common stock have been issued with respect to this private placement.


<PAGE>

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

Forward Looking Statements

     The following presentation 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 our current  expectations and relate to anticipated  future events that
are not  historical  facts,  such as our business  strategies and their intended
results.  Our actual results could differ materially from those set forth in the
forward-looking  statements  as a result  of (i)  changes  in  general  economic
conditions,  (ii) changes in the  assumptions  used in making these  statements,
(iii) our lack of a long-term operating history, (iv) competition generally, and
in the technology sector in particular,  (v) our ability to attract, hire, train
and retain  competent  personnel in a variety of functions,  (vi) our ability to
raise sufficient capital to fund our expansion,  and (vii) our continued ability
to generate virtual stores that attract visitors to our e-merchants' websites.


Results of Operations

    Periods ended March 31, 2000 versus Periods ended March 31, 1999

     Operating and  administrative  expenses  incurred for the nine months ended
March 31, 2000 were $2,828,564, an increase of $2,452,747 from the same expenses
incurred  during the  eight-month  period from the Company's  inception  through
March 31,  1999.  Operating  and  administrative  expenses  for the three months
ending March 31, 2000, were $1,505,332,  an increase of $1,320,939 from the same
expenses  incurred  during the three months ended March 31, 1999.  In each case,
these  increases  represent  the  cost of  growing  the  Company,  building  its
infrastructure  and product,  hiring and paying  employees,  market research and
marketing and expenses connected with arranging  financing.  In particular,  the
increases in the March 2000  expenses  over the March 1999  figures  reflect the
following:

         o the Company had more  employees,  and those  employees  were  earning
           higher  salaries  (increase over three- and  nine-month  periods from
           prior year: $291,738;  $634,044),  and the Company also incurred more
           consultants' fees during the period;

         o the  Company  incurred  increased  professional  fees,  primarily  in
           connection  with the preparation of the Company's  interim  financial
           statements and securities

                                       14
<PAGE>

           filings, as the Company's common stock once again became eligible for
           quotation  on  the   Over-the-Counter   Bulletin  Board   (increases:
           $166,685; $211,142);

         o the Company incurred  increased market research costs, as the Company
           defined its positioning and documented the market  information needed
           to  define  the  industry  e-strategy  and  e-marketing   (increases:
           $111,574; $327,806);

         o the Company incurred increased subcontract fees as it required ad hoc
           resources to complete the product  development from both a management
           and a technical point of view (increases: $411,878; $422,058);

         o the Company's web hosting fees increased significantly as the Company
           finalized its product testing (increases: $163,572; $453,747); and

         o the Company increased  miscellaneous  other costs,  commensurate with
           its increased planning, research and development, marketing and other
           activities.

     As of March 31, 2000, the Company had an accumulated deficit of $3,813,110,
versus a $375,817 deficit as of March 31, 1999.


    Restatement of Results of Operations for the Periods Ended December 31, 1999

     The Company's new management has  implemented an accounting  system and has
improved  its  internal  accounting  controls,   including  for  (among  others)
procurements,   purchases  and  disbursements.   When  preparing  the  Company's
quarterly  report for the third fiscal quarter,  the Company  determined that it
had not recorded as payable  during the second fiscal quarter  certain  expenses
that it incurred during that quarter. The Company  inadvertently  recorded these
expenses in the wrong  quarter;  i.e.,  the third quarter  instead of the second
quarter.  Consequently,  expenses  for the second  quarter were  understated  by
$345,700.  The following  discussion  and analysis of the second fiscal  quarter
reflects the  Company's  corrected  accounting  for these  expenses.  Management
believes that its enhanced systems and internal  controls,  including the use of
monthly  financial  statements,  will enable the Company to prevent these errors
from occurring in the future.

     Operating and administrative  expenses incurred through for the three-month
period ended  December 31, 1999 were $896,518  compared to $156,503 for the same
period in 1998. The Company's  expenses for the six-month  period ended December
31,  1999  were  $1,323,232  compared  to  $191,424  for  the  five-month  (from
inception)  period ended  December 31, 1998.  The  increases in the December 31,
1999 figures over the December 31, 1998 figures reflect the following:

                                       15
<PAGE>

        o the Company had more  employees,  and  those  employees  were  earning
          higher salaries;

        o increased professional  fees were  incurred,  primarily in  connection
          with the Company's  preparation of  interim financial  statements, the
          ongoing development of the Company's business plan and the preparation
          of  securities   documents  and  the Company's  efforts to obtain bank
          financing and financing from other sources;

        o increased  advertising  and  promotion  costs  were  incurred,  as the
          Company  used a  significant  portion  of its  resources to revise its
          business plan and market its intended  services,  neither of which had
          been fully developed in 1998; and
        o increased miscellaneous other costs,  commensurate  with the Company's
          increased  planning,  research  and  development,  marketing and other
          activities.

As of December 31, 1999, the Company had an  accumulated  deficit of $2,307,778,
compared with $191,424 as of December 31, 1998.

    Liquidity and Capital Resources

     During the third  fiscal  quarter,  the  Company  issued  680,106  Units in
consideration  of an  aggregate  cash amount of  $1,135,778.  Each of such Units
consisted of (a) one share of common stock,  par value $0.001 ("Common  Stock"),
and (b) one warrant to purchase  another share of common stock at a strike price
of $1.67.  The  amount  had been  previously  advanced  to the  Company  and was
converted into equity on March 29, 2000.

     The Company has had no other  financing.  These  Units  represent  the sole
source of the  Company's  working  capital  received  during  the  third  fiscal
quarter.  At the end of the third  fiscal  quarter,  the Company had $329,830 in
cash available to fund operations. The Company anticipates that it will begin to
earn revenues from its customers  commencing  with the fourth fiscal  quarter of
this year, as we will begin to place virtual stores online during that quarter.

     The  Company is seeking a new credit  facility  and is also  attempting  to
raise  approximately  $20 million  through private  transactions  involving debt
and/or equity.  The Company  believes this amount will be sufficient to fund its
operations through the next 24 months,  including the promotion of the Company's
products  and   services  and  the   completion   of  the   Company's   required
infrastructure  in terms of additional  equipment and personnel.  The failure to
obtain  additional  financing  within the next four months would have a material
adverse  effect on the  financial  position  and  results  of  operation  of the
Company.  There is no assurance  that the Company will be able to raise any more
working capital  through equity  financing or that such credit line is available
to the Company at commercially  reasonable  rates.  Any such financing may be at
terms that will dilute the Company's existing shareholders.


                                       16
<PAGE>


Item 3. There have been no material  changes from the information  provided with
respect to market risk in the registrant's Form 10, filed February 22, 2000.

              [The remainder of this page intentionally left blank]


                                       17
<PAGE>




PART II. OTHER INFORMATION


Item 1. Legal Proceedings

None.


Item 2.  Changes in  Securities  and Use of  Proceeds.  During the third  fiscal
quarter,  the Company issued 680,106 Units in consideration of an aggregate cash
amount of  $1,135,778.  Each of such Units  consisted of (a) one share of Common
Stock, and (b) one warrant to purchase another share of common stock at a strike
price of $1.67 on or before  March 29,  2001.  The  amount  had been  previously
advanced to the Company and was converted into equity on March 29, 2000.

The sale of the Units was  exempt  from  registration  under  Regulation  S. The
purchaser is not a U.S.  person.  The  purchaser  was at no time relevant to the
Unit  purchase  within the United  States,  and the  transaction  is an offshore
transaction.  No directed  selling  efforts were used in the United States.  The
purchaser still holds the Units.

Effective  March 2, 2000,  the Company  adopted the 2000 Stock  Option Plan (the
"2000 Plan").  The 2000 Plan is  administered by the Board of Directors who have
sole discretion and authority to determine individuals eligible for awards under
the 2000 Plan.  The 2000 Plan  provides  for  issuance of a total of  10,000,000
options,  within a period of 10 years from the effective date. The conditions of
exercise of each grant are determined  individually  by the Board at the time of
the grant.  During the quarter  ended March 31,  2000,  7,507,000  options at an
exercise  price of $2.00 have been  granted  under this  plan.

Items 3. through 5. The registrant has nothing to report under these items.


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


(a)  Exhibits -

              10  Master  Merchant  Agreement dated April 6, 2000 between  9066-
                  4871  Quebec Inc.
                  and The Toronto-Dominion Bank
              27  Financial Data Schedule

(b)  Reports on Form 8K - None were filed in the quarter ended March 31, 2000.



                                       18
<PAGE>

                                    Signature


Pursuant  to 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: May 12, 2000                By:  /s/ Laval Bolduc
                                      ------------------------------------------
                                            Laval Bolduc
                                            Chief Financial Officer
                                            (Authorized Signatory) and Treasurer
                                            (Principal Accounting Officer)



                                       19