U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 March 31, 2002

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

       For the transaction period from _______________ to ________________

                         Commission file number: 0-27645

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

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

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

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

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

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

                                Yes |X|  No |_|

   At May 6, 2002, there were 40,990,391 shares of the issuer's common stock
                                  outstanding.

           Transitional Small Business Disclosure Format (check one):

                                Yes |_|  No |X|


<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

                        Consolidated Financial Statements
                                 March 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 to 9


                                       1
<PAGE>

Planet 411.com Inc.

(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                           (Unaudited)
                                                                            2002-03-31    2001-06-30
                                                                            ----------    ----------
                                                                                     $             $
<S>                                                                         <C>           <C>
ASSETS
Current assets
     Cash                                                                           45            43
     Accounts receivable                                                                       2,507
                                                                            ----------    ----------
                                                                                    45         2,550
                                                                            ==========    ==========

LIABILITIES
Current liabilities
     Accounts payable                                                           25,739         7,861
     Accrued liabilities                                                       113,707        53,917
     Loan payable on demand to a principal shareholder, without interest         4,338
                                                                            ----------    ----------
                                                                               143,784        61,778
                                                                            ----------    ----------
SHAREHOLDERS' DEFICIENCY
Capital stock (Note 2)
     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 March 31, 2002 and
     June 30, 2001 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; 40,661,743 shares March 31, 2002 and 38,764,483
     shares June 30, 2001 issued and outstanding                                40,662        38,764
Additional paid-in capital                                                   6,002,163     5,856,753
Advance payment on capital stock units (Note 3)                                 96,818        98,834
Accumulated other comprehensive income                                          45,665
Deficit accumulated during the development stage                            (6,329,047)   (6,053,579)
                                                                            ----------    ----------
                                                                              (143,739)      (59,228)
                                                                            ----------    ----------
                                                                                    45         2,550
                                                                            ==========    ==========
</TABLE>

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


                                       2
<PAGE>

Planet 411.com Inc.

(A Development Stage Company)
Consolidated Operations
(Unaudited)
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                                For the
                                                                                                            period from
                                                                                                             1998-07-31
                                                Three months   Three months    Nine months    Nine months   (inception)
                                                       ended          ended          ended          ended       through
                                                  2002-03-31     2001-03-31     2002-03-31     2001-03-31    2002-03-31
                                                ------------   ------------    -----------    -----------   -----------
                                                           $              $              $              $             $
<S>                                               <C>            <C>            <C>            <C>           <C>
Revenue                                                   --            781             --         11,145        18,636
                                                ------------   ------------    -----------    -----------   -----------
Operating and administrative expenses
     Salaries                                                       223,115                       874,480     2,279,497
     Fringe benefits                                                 28,378                        93,422       269,178
     Subcontracts                                                     3,391                        80,638       803,150
     Training                                                           472                           646        27,422
     Advertising and marketing research                                (710)                      106,154       607,123
     Transportation                                                     186                         1,056         4,522
     Promotion                                                        1,962                         2,998        67,793
     Rent                                                 33         36,709         (4,767)       113,064       330,143
     Web hosting and maintenance of licenses                        116,706                       346,910       972,178
     Rental, maintenance and repairs                                    608                         3,914        30,954
     Taxes and permits                                 4,175         10,407          6,675         29,107        67,158
     Insurance                                                          702                         2,165         8,317
     Office supplies and courier                          35            (72)         1,701         23,431       145,374
     Communications                                      (34)         7,670          5,231         31,556       108,848
     Professional fees                                14,132         71,656        214,726        237,016     1,567,588
     Interest on short-term debt and bank
     charges                                              29          6,795            313         34,097        70,705
     Interest on long-term debt                                          22                           388         5,000
     Service contracts                                                  328                         1,415        99,608
     Travel                                              (44)         4,485          6,330         14,268        94,826
     Exchange loss (gain)                             (1,195)       280,254         45,259        352,497       127,386
     Loss (gain) on disposal of capital assets                         (404)                        7,217        23,662
     Amortization of capital assets                                 108,750                       330,683       930,790
                                                ------------   ------------    -----------    -----------   -----------
                                                      17,131        901,410        275,468      2,687,122     8,641,222
                                                ------------   ------------    -----------    -----------   -----------
Loss before gain on disposal of a subsidiary          17,131        900,629        275,468      2,675,977     8,622,586
Gain on disposal of a subsidiary                                                                              2,293,539
                                                ------------   ------------    -----------    -----------   -----------
Net loss                                              17,131        900,629        275,468      2,675,977     6,329,047
Other comprehensive income
     Foreign exchange translation adjustment          (2,250)       353,549         45,665        414,337        45,665
                                                ------------   ------------    -----------    -----------   -----------
Comprehensive loss                                    19,381        547,080        229,803      2,261,640     6,283,382
                                                ============   ============    ===========    ===========   ===========
Basic loss per share                                      --           0.03           0.01           0.08          0.20
                                                ============   ============    ===========    ===========   ===========
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     34,402,874     48,382,780     34,141,033    30,957,449
                                                ============   ============    ===========    ===========   ===========
</TABLE>

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


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                       Additional
                                                                              Special                       Common        paid-in
                                                                         voting stock                        stock        capital
                                                                 --------------------   --------------------------    -----------
                                                                 Number of                Number of
                                                                    shares     Amount        shares         Amount         Amount
                                                                 ---------   --------   -----------    -----------    -----------
                                                                                    $                            $              $
<S>                                                                    <C>        <C>    <C>                <C>         <C>
Special voting stock (8,364,998 votes)                                   1                                                104,444
Balance outstanding on April 20, 1999, date of reverse takeover                           8,484,315          8,484        (64,407)
June 1999 - exercise of warrants - for cash                                              15,600,000         15,600        894,400
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                  --------   --------   -----------    -----------    -----------
Balance at June 30, 1999                                                 1         --    24,084,315         24,084        934,437
August 1999, cancellation of common stock - for cash                                       (600,000)          (600)       (34,400)
September 1999, capital stock units issued                                                  107,800            108        538,892
October 1999, capital stock units issued - for cash                                         233,340            233        349,777
November 1999, capital stock units issued - for cash                                        333,340            334        499,676
January 2000, capital stock units issued - for cash                                         111,940            112        149,888
March 2000, capital stock units issued - for cash                                           680,106            680      1,135,098
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                  --------   --------   -----------    -----------    -----------
Balance at June 30, 2000                                                 1         --    24,950,841         24,951      3,573,368
September 2000, capital stock units issued                                                1,087,035          1,087      1,303,355
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                  --------   --------   -----------    -----------    -----------
Balance at March 31, 2001                                                1         --    26,037,876         26,038      4,876,723
Advance payment on capital stock units
June 2001, capital stock units issued                                                    12,726,607         12,726        980,030
Foreign exchange translation adjustment
Net earnings
                                                                  --------   --------   -----------    -----------    -----------
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 March 31, 2002                                                1         --    40,661,743         40,662      6,002,163
                                                                  ========   ========   ===========    ===========    ===========

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

                                                                       Amount           Amount         Amount          Amount
                                                                   ----------    -------------    -----------    ------------
                                                                            $                $              $               $
<S>                                                                   <C>              <C>         <C>               <C>
Special voting stock (8,364,998 votes)                                                                                104,444
Balance outstanding on April 20, 1999, date of reverse takeover                                                       (55,923)
June 1999 - exercise of warrants - for cash                                                                           910,000
Advance payment on capital stock units                                539,000                                         539,000
Foreign exchange translation adjustment                                                (26,472)                       (26,472)
Net loss                                                                                             (984,546)       (984,546)
                                                                   ----------    -------------    -----------    ------------
Balance at June 30, 1999                                              539,000          (26,472)      (984,546)        486,503
August 1999, cancellation of common stock - for cash                                                                  (35,000)
September 1999, capital stock units issued                           (539,000)
October 1999, capital stock units issued - for cash                                                                   350,010
November 1999, capital stock units issued - for cash                                                                  500,010
January 2000, capital stock units issued - for cash                                                                   150,000
March 2000, capital stock units issued - for cash                                                                   1,135,778
Advance payment on capital stock units                              1,304,442                                       1,304,442
Foreign exchange translation adjustment                                                 50,042                         50,042
Net loss                                                                                           (4,481,466)     (4,481,466)
                                                                   ----------    -------------    -----------    ------------
Balance at June 30, 2000                                            1,304,442           23,570     (5,466,012)       (539,681)
September 2000, capital stock units issued                         (1,304,442)
Advance payment on capital stock units                                837,190                                         837,190
Foreign exchange translation adjustment                                                414,337                        414,337
Net loss                                                                                           (2,675,977)     (2,675,977)
                                                                   ----------    -------------    -----------    ------------
Balance at March 31, 2001                                             837,190          437,907     (8,141,989)     (1,964,131)
Advance payment on capital stock units                                254,400                                         254,400
June 2001, capital stock units issued                                (992,756)
Foreign exchange translation adjustment                                               (437,907)                      (437,907)
Net earnings                                                                                        2,088,410       2,088,410
                                                                   ----------    -------------    -----------    ------------
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                                                 45,665                         45,665
Net loss                                                                                             (275,468)       (275,468)
                                                                   ----------    -------------    -----------    ------------
Balance at March 31, 2002                                              96,818           45,665     (6,329,047)       (143,739)
                                                                   ==========    =============    ===========    ============
</TABLE>

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


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                      For the
                                                                                                                  period from
                                                                                                                   1998-07-31
                                                                                   Nine months    Nine months      (inception)
                                                                                         ended          ended         through
                                                                                    2002-03-31     2001-03-31      2002-03-31
                                                                                  ------------   ------------    ------------
                                                                                             $              $               $
<S>                                                                                    <C>            <C>           <C>
OPERATING ACTIVITIES
Net loss                                                                              (275,468)    (2,675,977)     (6,329,047)
Non-cash items
     Amortization of capital assets                                                                   330,683         930,790
     Loss on disposal of capital assets                                                                 7,217          23,662
     Gain on disposal of a subsidiary                                                                              (2,293,539)
Changes in non-cash working capital items
     Accounts receivable                                                                 2,507            582            (318)
     Sales taxes receivable                                                                           109,498          (9,424)
     Prepaid expenses                                                                                  71,904            (441)
     Accounts payable                                                                   17,878        188,044       1,047,383
     Accrued liabilities                                                                59,790       (174,474)        445,154
                                                                                  ------------   ------------    ------------
Cash flows from operating activities                                                  (195,293)    (2,142,523)     (6,185,780)
                                                                                  ------------   ------------    ------------
INVESTING ACTIVITIES
Cash position of acquired company                                                                                         263
Cash position of disposed subsidiary                                                                                     (422)
Proceeds on disposal of a subsidiary                                                                                        1
Term deposits                                                                                          11,882         (19,712)
Advances to directors and shareholders                                                                  3,112          (6,201)
Capital assets                                                                                        (60,372)     (1,364,762)
Proceeds from disposal of capital assets                                                                7,372          48,042
Effect of exchange rate changes                                                                                        26,171
                                                                                  ------------   ------------    ------------
Cash flows from investing activities                                                        --        (38,006)     (1,316,620)
                                                                                  ------------   ------------    ------------
FINANCING ACTIVITIES
Advances to related companies                                                                                         (44,242)
Advance from directors and shareholders                                                                (8,765)
Repayment of long-term debt                                                                            (8,122)        (21,902)
Proceeds on interest-free demand loan from a director and shareholder                                 139,470         142,858
Proceeds on loan payable on demand to a principal shareholder                            4,338                          4,338
Proceeds on demand note payable                                                                                        33,800
Proceeds on short-term debt from a shareholder                                                        805,418         802,805
Repayment of short-term debt from a shareholder                                                       (89,883)        (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        837,190       3,080,324
Effect of exchange rate changes                                                         45,665        418,068         193,631
                                                                                  ------------   ------------    ------------
Cash flows from financing activities                                                   195,295      2,093,376       7,502,445
                                                                                  ------------   ------------    ------------
Net increase (decrease) in cash                                                              2        (87,153)             45
Cash, beginning of period                                                                   43         89,837
                                                                                  ------------   ------------    ------------
Cash, end of period                                                                         45          2,684              45
                                                                                  ============   ============    ============
SUPPLEMENTARY INFORMATION
Interest paid                                                                               --             91           3,984
                                                                                  ============   ============    ============
</TABLE>

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


                                       5
<PAGE>

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

1 - NATURE OF OPERATIONS AND GOING CONCERN

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

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

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

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

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

Corporate reorganization

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

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

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

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

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


                                       6
<PAGE>

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

1 - NATURE OF OPERATIONS AND GOING CONCERN (Continued)

Going concern

The Company's consolidated financial statements for the three-month period ended
March 31, 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 $275,468 for the nine-month
period ended March 31, 2002 and $6,329,047 in the period from July 31, 1998
(inception) through March 31, 2002. In addition, the Company has a shareholders'
deficiency and a working capital deficiency of $143,739.

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 (see Note 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, 2002, results of operations for the nine and three-month periods and
cash flows for the nine-month periods ended March 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 nine- and three-month
periods ended March 31, 2002 are not necessarily indicative of the results to be
expected for the full year.

2 - CAPITAL STOCK

On March 11, 2002, the Company received the written consent of holders of a
majority of the Company's outstanding common stock and exchangeable shares
approving an amendment to the Company's Certificate of Incorporation increasing
the Company's number of authorized shares of common stock from 69,999,999 to
200,000,000.

Warrants

At September 30, 2001, warrants to purchase 4,000,000 shares of common stock for
$0.0785 per share are outstanding. The warrants were to be used in settlements,
if any, to be negotiated by the Company's previously owned subsidiary. As this
company is now defunct, the Company believes that the warrants, which were to
expire on November 19, 2002, are no longer exercisable.


                                       7
<PAGE>

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

2 - CAPITAL STOCK (Continued)

Stock compensation plans

The following table summarizes the changes in all of the stock option plans
during the nine-month period ended March 31, 2002:

<TABLE>
<CAPTION>
                                                                                Weighted
                                                Range of         Number          average
                                          exercise price     of options   exercise price
                                          --------------   ------------   --------------
                                                       $                               $
<S>                                          <C>             <C>                    <C>
Outstanding, June 30, 2001                   0.14 - 2.00     15,612,341             1.14
Granted                                             0.05        110,000             0.05
Cancelled                                           0.18     (5,355,860)            0.18
                                                           ------------   --------------
Outstanding, March 31, 2002                                  10,366,481             1.62
                                                           ============   ==============

Options exercisable, March 31, 2002                           9,157,732             1.81
                                                           ============   ==============
</TABLE>

No compensation expense is required since the Company follows APB 25 in
accounting for these options.

3 - ADVANCE PAYMENT ON CAPITAL STOCK UNITS

As at September 30, 2001, the Company has received $147,308 ($98,834 was
received prior to June 30, 2001) with respect to a private placement totalling
1,897,260 shares at $0.078 per share. The shares were issued in October 2001.

During the three-month period ended September 30, 2001, the Company received
$34,508 with respect to a private placement for 328,648 units at a weighted
average stock price of $0.105 per unit. Each unit consists of one share of
common stock and one half share purchase warrant. Each whole warrant will
entitle the holder to purchase one additional share of common stock of the
Company for the same price within one year from the date the instalment is
received by the Company. The expiry date for the warrants are respectively
August 12, 2002 and September 10, 2002.

On November 14, 2001, the Company agreed to issue 52,000,000 shares of the
Company's common stock for $52,000 to Victor Cantore, a principal shareholder of
the Company.

The shares of common stock to which Victor Cantore is entitled were to be issued
after the Company increased its authorized number of shares of common stock.

As of March 31, 2002, Victor Cantore has paid $52,000 to the Company. The funds
paid by Victor Cantore are intended to be used to permit the continued operation
of the Company and to provide funding for the Company's efforts to find a
suitable merger or acquisition candidate.


                                       8
<PAGE>

3 - ADVANCE PAYMENT ON CAPITAL STOCK UNITS (continued)

Also, in December the Company received $10,310 from Frank Cantore, Victor
Cantore's brother, with respect to a private placement totalling 10,310,000
shares at $0.001 per share. The shares will be issued concurrently with the ones
to Victor Cantore.

4 - SUBSEQUENT EVENTS

In April and May 2002, the Company received $18,465 from Victor Cantore as a
demand loan bearing no interest.

The Company filed a Definitive Information Statement with the SEC on April 12,
2002 regarding Victor Cantore's election as sole director of the Company, the
amendment of the Company's Certificate of Incorporation and the issuance of the
aforementioned shares to him. The Company intends to file the amendment to the
Certificate of Incorporation and issue the shares to Victor Cantore and Frank
Cantore in the immediate future.


                                       9
<PAGE>

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

Forward Looking Statements

      This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are based on
management's current expectations and relate to anticipated future events that
are not historical facts, such as the Company's business strategies and their
intended results. Although management believes that the plans, intentions and
expectations reflected in or suggested by such forward-looking statements are
reasonable, there can be no assurance that such plans, intentions or
expectations will be achieved. These forward-looking statements should be read
in conjunction with the cautionary statements made herein and in the Company's
other publicly filed reports. A more complete (although non-exhaustive)
description of the risks applicable to the Company's business is found in the
section entitled "Risk Factors" in Item 6 of the Company's annual report on Form
10-KSB for the fiscal year ended June 30, 2001.

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

      In this report, Canadian funds are converted into United States funds at
the Noon Buying Rate of US$1.00 = CDN $1.5687 as reported by the Federal Reserve
Bank of New York on May 9, 2002.

Results of Operations

      As previously reported in the Company's reports filed with the Securities
and Exchange Commission ("SEC") since November 16, 2001, 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-and Nine-Month Periods ended March 31, 2002.

General

      As previously reported in the Company's reports filed with the SEC since
June 28, 2001, 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.


                                       10
<PAGE>

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

      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.

Expenses

      Operating and administrative expenses for the three and nine-month periods
ended March 31, 2002 totaled $17,131 and $275,468, respectively.

      The most significant component of these expenses consisted of professional
fees of $14,132 and $214,726 in the three and nine-month periods, of which $0
and $128,939, respectively, are associated with the Company's outsourcing
contract with a former subsidiary that was sold in June 2001. The balances of
$14,132 and $85,787, respectively, relate to professional fees incurred for the
preparation of financial statements and legal fees incurred for the preparation
of SEC filings.

      The other expenses consisted of exchange loss, communication costs (phones
and internet), travel and an over provision for rent in June 2001.

Net Loss

      For the three and nine-month periods ended March 31, 2002, the Company had
a net loss of $17,131 and $275,468, respectively.

Liquidity and Capital Resources

      As previously reported, in May 2001 certain of the Company's stockholders
committed to invest approximately $2.2 million (Cdn. $3.5 million) on or before
January 31, 2002. Of this total commitment, $628,000 (Cdn. $1.0 million) was to
be invested before July 31, 2001 in consideration for 8,051,282 shares of the
Company's common stock, at a price of $0.078 per share.

      As of July 31, 2001, only $147,308 of the committed amount had been
received and 1,897,260 shares of the Company's common stock were issued in
consideration therefor. The Company agreed with those stockholders who made an
investment commitment in May 2001 that the balance of approximately $1,570,000
(Cdn. $2.5 million) was to be invested in installments between August 1, 2001
and January 31, 2002. The shares attributable to any installment were to be
issued at a 20% discount from the moving average price for the Company's common
stock reported on the Nasdaq OTC Bulletin Board during the 20-day period
preceding the date the installment was received by the Company. For each share
issued during this period, stockholders were to be granted a warrant to purchase
one-half share of the Company's common stock 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


                                       11
<PAGE>

aggregate of 328,648 shares and warrants for a total of 164,124 additional
shares. The expiration dates for those warrants are August 12, 2002 and
September 10, 2002.

      The Company was informed in mid September that the stockholders who were
parties to the agreement described in the preceding two paragraphs would not be
able to meet their investment commitments and that no additional capital will be
received under those commitments.

      As previously reported in the Company's reports filed with the SEC since
November 16, 2001, the Company entered into an agreement with Victor Cantore, a
stockholder of the Company (who is also now the Company's sole officer and
director), to issue to him 52,000,000 shares of common stock, in consideration
for $52,000 (which has been paid) to be used to permit 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. The shares of
common stock to which Victor Cantore is entitled were to be issued after the
Company increased its authorized number of shares of common stock.

      In December 2001, the Company agreed to sell 10,310,000 shares of common
stock to Frank Cantore, Victor Cantore's brother, for $10,310. The purchase
price was paid when the Company and Frank Cantore entered into the agreement.
Under the agreement, the shares are to be issued concurrently with those to be
issued to Victor Cantore. The Company intends to file the amendment to the
Certificate of Incorporation and issue the shares to Victor Cantore and Frank
Cantore in the immediate future.

      On March 11, 2002, the Company received the written consent of holders of
a majority of the Company's outstanding common stock and exchangeable shares
approving an amendment to the Company's Certificate of Incorporation increasing
the Company's number of authorized shares of common stock from 69,999,999 to
200,000,000. The Company filed a Definitive Information Statement with the SEC
on April 12, 2002, regarding Victor Cantore's election as sole director of the
Company, the amendment of the Company's Certificate of Incorporation and the
issuance of the aforementioned shares to him.

      At March 31, 2002, the Company had cash of $45, a working capital deficit
of $143,739, an accumulated deficit of $6,329,047 and a stockholders' deficiency
of $143,739. The Company requires immediate and ongoing substantial financing to
continue its efforts to seek new investors, one or more purchasers for the
Company or any of its subsidiaries, a strategic partner or a similar business
combination. To the extent that funding is not available from other sources,
Victor Cantore has made an oral commitment to provide the Company with
additional funding as required for these purposes. However, Victor Cantore is
under no legal obligation to do so.

With respect to the above, in April and May 2002, the Company received $18,465
from Victor Cantore as a demand loan bearing no interest.


                                       12
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

        None.

Item 2. Changes in Securities and Use of Proceeds.

        None.

Item 3. Defaults Upon Senior Securities.

        None.

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

        None.

Item 5. Other Information.

      On March 11, 2002, the Company received the written consent of holders of
a majority of the Company's outstanding common stock and exchangeable shares
approving an amendment to the Company's Certificate of Incorporation increasing
the Company's number of authorized shares of common stock from 69,999,999 to
200,000,000.

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

      (a)   Exhibits.

      None.

      (b)   Reports on Form 8-K.

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


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<PAGE>

                                    Signature

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

                                         PLANET411.COM INC.


Dated: May 14, 2002                      By: /s/ Victor Cantore
                                             -----------------------------------
                                             Victor Cantore
                                             President


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