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, 2001


                         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
         (Address of principal executive offices)               (zip code)


                                 (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 [X]   No

At May 14, 2001, there were 26,037,876  shares of the registrant's  common stock
outstanding.


<PAGE>


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements






<PAGE>


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

                        Consolidated Financial Statements
                                 March 31, 2001





               Financial Statements
                  Consolidated Balance Sheets                                F-2
                  Consolidated Operations                                    F-3
                  Consolidated Changes in Shareholders'
                  Equity (Deficiency)                                        F-4
                  Consolidated Cash Flows                                    F-5
                  Notes to Consolidated Financial
                  Statements                                          F-6 TO F-9




<PAGE>

<TABLE>

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

====================================================================================================================================
<CAPTION>
                                                                                                        (Unaudited)
                                                                                                         2001-03-31      2000-06-30
                                                                                                         ----------      -----------
                                                                                                         $               $
<S>                                                                                                      <C>             <C>
ASSETS
Current assets
     Cash                                                                                                     2,684          89,837
     Term deposits, 4.6% to 4.9%, maturing April 2001                                                        19,019          30,901
     Accounts receivable                                                                                      4,009           5,904
     Sales taxes receivable                                                                                   5,101         113,681
     Advances to directors and shareholders, 8% (without interest June 30, 2000)                              5,959           9,071
     Prepaid expenses                                                                                        16,927          89,564
                                                                                                         ----------      ----------
                                                                                                             53,699         338,958
Capital assets, net                                                                                         562,678         941,075
                                                                                                         ----------      ----------
                                                                                                            616,377       1,280,033
                                                                                                         ==========      ==========

LIABILITIES
Current liabilities
     Accounts payable                                                                                     1,066,233         924,382
     Accrued liabilities                                                                                    364,165         554,416
     Interest-free demand loan from a director and shareholder                                              139,470              --
     Short-term debt                                                                                        739,624          33,800
     Instalments on long-term debt                                                                                            8,122
                                                                                                         ----------      ----------
                                                                                                          2,309,492       1,520,720
Advances from directors and shareholders, without interest or repayment terms                                 4,755          13,520
Redeemable preferred stock of a subsidiary                                                                  266,261         285,474
                                                                                                         ----------      ----------
                                                                                                          2,580,508       1,819,714
                                                                                                         ----------      ----------
SHAREHOLDERS' DEFICIENCY
Capital stock (Note 3)
     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,
     share authorized; 1 share March 31, 2001 and June 30,
     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;
     26,037,876 (March 31, 2001) and 24,950,841 (June 30, 2000) issued and outstanding                       26,038          24,951
Contributed surplus                                                                                       4,876,723       3,573,368
Advance payment on capital stock units                                                                      837,190       1,304,442
Accumulated other comprehensive income                                                                      437,907          23,570
Deficit accumulated during the development stage                                                         (8,141,989)     (5,466,012)
                                                                                                         ----------      ----------
                                                                                                         (1,964,131)       (539,681)
                                                                                                         ----------      ----------
                                                                                                            616,377       1,280,033
                                                                                                         ==========      ==========
===================================================================================================================================
</TABLE>


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


                                      F-2
<PAGE>
<TABLE>

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

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

                                                                                                               For the period
                                                                                                                   1998-07-31
                                                        Three months   Three months   Nine months   Nine months    (inception)
                                                               ended          ended         ended         ended       through
                                                          2001-03-31     2000-03-31    2001-03-31    2000-03-31    2001-03-31
                                                         -----------    -----------    ----------   -----------    ----------
<S>                                                      <C>            <C>            <C>          <C>            <C>
Revenue                                                  $       781    $        --    $   11,145   $        --    $   17,805
                                                         -----------    -----------    ----------   -----------    ----------
Operating and administrative expenses
     Salaries                                                223,115        340,874       874,480       717,048     2,141,774
     Fringe benefits                                          28,378         32,716        93,422        69,915       278,029
     Subcontracts                                              3,391        413,204        80,638       428,797       802,989
     Training                                                    472                          646         1,874        27,425
     Advertising and marketing research                         (710)       112,447       106,154       366,375       607,583
     Transportation                                              186            720         1,056         1,801         4,504
     Promotion                                                 1,962          4,460         2,998        35,730        67,681
     Rent                                                     36,709         46,301       113,064        81,462       279,063
     Web hosting and maintenance of licenses                 116,706        167,063       346,910       465,468       946,542
     Rental, maintenance and repairs                             608          2,774         3,914         3,519        28,997
     Taxes and permits                                        10,407          8,496        29,107        15,728        62,480
     Insurance                                                   702          3,274         2,165        10,856         7,956
     Office supplies and courier                                 (72)        25,103        23,431        48,570       142,824
     Communications                                            7,670         13,806        31,556        25,912        97,353
     Professional fees                                        71,656        225,941       237,016       302,144     1,287,347
     Interest on short-term debt and bank
     charges                                                   6,795          4,827        34,097         9,475        60,781
     Interest on long-term debt                                   22            311           388         1,153         5,002
     Service contracts                                           328             50         1,415        26,130        94,917
     Travel                                                    4,485          1,361        14,268        17,209        86,071
     Foreign exchange                                        280,254         (1,572)      352,497       (14,062)      277,743
     Loss (gain) on disposal of capital assets                  (404)                       7,217                       7,217
     Amortization of capital assets                          108,750        103,176       330,683       213,460       845,516
                                                         -----------    -----------    ----------   -----------    ----------
                                                             901,410      1,505,332     2,687,122     2,828,564     8,159,794
                                                         -----------    -----------    ----------   -----------    ----------
Net loss                                                     900,629      1,505,332     2,675,977     2,828,564     8,141,989
Other comprehensive income
     Foreign exchange translation adjustment                 353,549         26,746       414,337        26,088       437,907
                                                         -----------    -----------    ----------   -----------    ----------
Comprehensive loss                                           547,080      1,478,586     2,261,640     2,802,476     7,704,082
                                                         ===========    ===========    ==========   ===========    ==========

Basic and diluted loss per share                                0.03           0.05          0.08          0.09          0.32
                                                         ===========    ===========    ==========   ===========    ==========

Weighted  average  number of  outstanding  shares of
common  stock (the  special
voting stock considered as 8,364,998
shares of common stock)                                   34,402,874     32,717,944    34,141,033    32,416,473    25,699,752
                                                         ===========    ===========    ==========   ===========    ==========

=============================================================================================================================
</TABLE>

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

                                      F-3

<PAGE>

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

====================================================================================================================================
<CAPTION>
                                                                                            Special                         Common
                                                                                       voting stock                          stock
                                                                        ---------------------------   ----------------------------
                                                                           Number of                      Number of
                                                                              shares         Amount          shares          Amount
                                                                        ------------   ------------   -------------   -------------
                                                                                       $                              $
<S>                                                                                <C>                 <C>            <C>
Special voting stock (8,364,998 votes)                                             1
Balance outstanding on April 20, 1999, date of reverse takeover                                           8,484,315           8,484
June 1999 - exercise of warrants - for cash                                                              15,600,000          15,600
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                        ------------   ------------   -------------   -------------
Balance at June 30, 1999                                                           1             --      24,084,315          24,084
August 1999, cancellation of common stock - for cash                                                       (600,000)           (600)
September 1999, capital stock units issued                                                                  107,800             108
Foreign exchange translation adjustment
Net loss
                                                                        ------------   ------------   -------------   -------------
Balance at September 30, 1999                                                      1             --      23,592,115          23,592
October 1999, capital stock units issued - for cash                                                         233,340             233
November 1999, capital stock units issued - for cash                                                        333,340             334
Foreign exchange translation adjustment
Net loss
                                                                        ------------   ------------   -------------   -------------
Balance at December 31, 1999                                                       1             --      24,158,795          24,159
January 2000, capital stock units issued - for cash                                                         111,940             112
March 2000, capital stock units issued - for cash                                                           680,106             680
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                        ------------   ------------   -------------   -------------
Balance at June 30, 2000                                                           1             --      24,950,841          24,951
September 2000, capital stock units issued                                                                1,087,035           1,087
Foreign exchange translation adjustment
Net loss
                                                                        ------------   ------------   -------------   -------------
Balance at September 30, 2000                                                      1             --      26,037,876          26,038
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                        ------------   ------------   -------------   -------------
Balance at December 31, 2000                                                       1             --      26,037,876          26,038
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                        ------------   ------------   -------------   -------------
Balance at March 31, 2001                                                          1             --      26,037,876          26,038
                                                                        ============   ============   =============   =============


<CAPTION>
                                                                                         Advance      Accumulated
                                                                                      payment on            other
                                                                    Contributed    capital stock    comprehensive
                                                                        surplus            units           income
                                                                  -------------    -------------    -------------

                                                                         Amount           Amount           Amount
                                                                  -------------    -------------    -------------
                                                                  $                $                $
<S>                                                               <C>                <C>             <C>
Special voting stock (8,364,998 votes)                                  104,444
Balance outstanding on April 20, 1999, date of reverse takeover         (64,407)
June 1999 - exercise of warrants - for cash                             894,400
Advance payment on capital stock units                                                   539,000
Foreign exchange translation adjustment                                                                   (26,472)
Net loss
                                                                  -------------    -------------    -------------
Balance at June 30, 1999                                                934,437          539,000          (26,472)
August 1999, cancellation of common stock - for cash                    (34,400)
September 1999, capital stock units issued                              538,892         (539,000)
Foreign exchange translation adjustment                                                                    26,369
Net loss
                                                                  -------------    -------------    -------------
Balance at September 30, 1999                                         1,438,929               --             (103)
October 1999, capital stock units issued - for cash                     349,777
November 1999, capital stock units issued - for cash                    499,676
Foreign exchange translation adjustment                                                                    25,917
Net loss
                                                                  -------------    -------------    -------------
Balance at December 31, 1999                                          2,288,382               --           25,814
January 2000, capital stock units issued - for cash                     149,888
March 2000, capital stock units issued - for cash                     1,135,098
Advance payment on capital stock units                                                 1,304,442
Foreign exchange translation adjustment                                                                    (2,244)
Net loss
                                                                  -------------    -------------    -------------
Balance at June 30, 2000                                              3,573,368        1,304,442           23,570
September 2000, capital stock units issued                            1,303,355       (1,304,442)
Foreign exchange translation adjustment                                                                   104,875
Net loss
                                                                  -------------    -------------    -------------
Balance at September 30, 2000                                         4,876,723               --          128,445
Advance payment on capital stock units                                                   266,631
Foreign exchange translation adjustment                                                                   (44,087)
Net loss
                                                                  -------------    -------------    -------------
Balance at December 31, 2000                                          4,876,723          266,631           84,358
Advance payment on capital stock units                                                   570,559
Foreign exchange translation adjustment                                                                   353,549
Net loss
                                                                  -------------    -------------    -------------
Balance at March 31, 2001                                             4,876,723          837,190          437,907
                                                                  =============    =============    =============


<CAPTION>
                                                                                                 Deficit
                                                                          accumulated              Total
                                                                           during the      shareholders'
                                                                          development            equity
                                                                                stage       (deficiency)
                                                                          -----------     --------------

                                                                               Amount            Amount
                                                                          -----------     -------------
                                                                          $               $
<S>                                                                        <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
Foreign exchange translation adjustment                                                        (26,472)
Net loss                                                                      (984,546)       (984,546)
                                                                          ------------    ------------
Balance at June 30, 1999                                                      (984,546)        486,503
August 1999, cancellation of common stock - for cash                                           (35,000)
September 1999, capital stock units issued
Foreign exchange translation adjustment                                                         26,369
Net loss                                                                      (426,714)       (426,714)
                                                                          ------------    ------------
Balance at September 30, 1999                                               (1,411,260)         51,158
October 1999, capital stock units issued - for cash                                            350,010
November 1999, capital stock units issued - for cash                                           500,010
Foreign exchange translation adjustment                                                         25,917
Net loss                                                                      (896,518)       (896,518)
                                                                          ------------    ------------
Balance at December 31, 1999                                                (2,307,778)         30,577
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
Foreign exchange translation adjustment                                                         (2,244)
Net loss                                                                    (3,158,234)     (3,158,234)
                                                                          ------------    ------------
Balance at June 30, 2000                                                    (5,466,012)       (539,681)
September 2000, capital stock units issued
Foreign exchange translation adjustment                                                        104,875
Net loss                                                                    (1,121,927)     (1,121,927)
                                                                          ------------    ------------
Balance at September 30, 2000                                               (6,587,939)     (1,556,733)
Advance payment on capital stock units                                                         266,631
Foreign exchange translation adjustment                                                        (44,087)
Net loss                                                                      (653,421)       (653,421)
                                                                          ------------    ------------
Balance at December 31, 2000                                                (7,241,360)     (1,987,610)
Advance payment on capital stock units                                                         570,559
Foreign exchange translation adjustment                                                        353,549
Net loss                                                                      (900,629)       (900,629)
                                                                          ------------    ------------
Balance at March 31, 2001                                                   (8,141,989)     (1,964,131)
                                                                          ============    ============


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

</TABLE>

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


                                      F-4
<PAGE>

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

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

<CAPTION>
                                                                                                                     For the period
                                                                                                                         1998-07-31
                                                                                         Nine months    Nine months      (inception)
                                                                                               ended          ended         through
                                                                                          2001-03-31     2000-03-31      2001-03-31
                                                                                          -----------    -----------    ------------
                                                                                          $              $              $
<S>                                                                                        <C>            <C>            <C>
OPERATING ACTIVITIES
Net loss                                                                                   (2,675,977)    (2,828,564)    (8,141,989)
Non-cash items
     Amortization of capital assets                                                           330,683        213,460        845,516
     Loss on disposal of capital assets                                                         7,217                         7,217
Changes in non-cash working capital items
     Accounts receivable                                                                          582        (40,852)        (5,322)
     Sales taxes receivable                                                                   109,498        (94,332)        (4,183)
     Prepaid expenses                                                                          71,904        (18,588)       (17,660)
     Accounts payable                                                                         188,044        618,653        965,219
     Accrued liabilities                                                                     (174,474)       493,221        379,942
                                                                                           ----------     ----------     ----------
Cash flows from operating activities                                                       (2,142,523)    (1,657,002)    (5,971,260)
                                                                                           ----------     ----------     ----------
INVESTING ACTIVITIES
Cash position of acquired company                                                                                               263
Term deposit                                                                                   11,882        (10,228)       (19,019)
Advances to directors and shareholders                                                          3,112         (3,736)        (6,413)
Other advances                                                                                                10,766
Proceeds from disposal of capital assets                                                        7,372                         7,372
Capital assets                                                                                (60,372)      (305,219)    (1,359,424)
                                                                                           ----------     ----------     ----------
Cash flows from investing activities                                                          (38,006)      (308,417)    (1,377,221)
                                                                                           ----------     ----------     ----------
FINANCING ACTIVITIES
Loan                                                                                                         127,157
Advances to related companies                                                                                               (44,242)
Advance from directors                                                                         (8,765)        33,751          4,755
Repayment of long-term debt                                                                    (8,122)        (4,635)       (21,902)
Proceeds interest-free demand loan from a director and shareholder                            139,470                       173,270
Proceeds on short-term debt                                                                   805,418                       805,418
Repayment of short-term debt                                                                  (89,883)                      (89,883)
Issuance of preferred shares of a subsidiary company - non-controlling interest                                              285,474
Issuance of capital stock                                                                                  1,135,778      3,150,242
Cancellation of capital stock                                                                                (35,000)       (35,000)
Advance payment on capital stock units                                                        837,190      1,000,020      2,680,632
                                                                                           ----------     ----------     ----------
Cash flows from financing activities                                                        1,675,308      2,257,071      6,908,764
                                                                                           ----------     ----------     ----------

Effect of exchange rate changes                                                               418,068        (24,792)       442,401
                                                                                           ----------     ----------     ----------
Net increase (decrease) in cash and cash equivalents                                          (87,153)       266,860          2,684
Cash and cash equivalents, beginning of period                                                 89,837         62,970
                                                                                           ----------     ----------     ----------
Cash and cash equivalents, end of period                                                        2,684        329,830          2,684
                                                                                           ==========     ==========     ==========

SUPPLEMENTARY INFORMATION
Cash paid during the period for interest                                                           91          1,153          4,217
                                                                                           ==========     ==========     ==========

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

</TABLE>

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


                                      F-5
<PAGE>

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

--------------------------------------------------------------------------------
1 - NATURE OF OPERATIONS
--------------------------------------------------------------------------------

The Company, in its development stage, 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 quarter,
the Company has 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 shareholder.  As a result,  the Company  believes
that it should capitalize on its strengths in transaction and payment processing
and has begun to develop a real-time  financing solution for e-retailers as well
as brick and mortar  retailers.  This solution is  web-based,  which will enable
retailers  to process  their  customers'  loans and to  complete  their sales in
"real-time".

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.

Going concern

The Company's  consolidated financial statements for the nine-month period ended
March 31, 2001 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 $2,675,977 in the nine-month
period  ended  March  31,  2001 and  $8,141,989  in the  period  July  31,  1998
(inception) through March 31, 2001. In addition, the Company has a shareholders'
deficiency of $1,964,131 and a working capital deficiency of $2,255,793.

In  December  2000,  two  service  providers  informed  the  Company  that their
contracts would be terminated as they were owed  approximately  $230,000 and the
amounts were not being paid.  Following  negotiations payment schedules were put
in place and the service contracts continued.  Subsequent to March 31, 2001, the
Company did not renew the contracts as a result of the new  orientation  and the
two  service  providers  are still  owed  $244,000.  The  Company  is  currently
negotiating  arrangements  by  which  these  suppliers  will  be paid  once  the
Company's financial situation will improve.

Also in December 2000,  the Company  received a demand letter from a supplier to
pay  approximately  $55,000 and the Company paid $24,400  towards this claim and
since then it was agreed with the supplier that additional payments will be made
once the Company's financial situation will improve.

As previously  reported,  in January the Company  issued an option to Cash Card,
Inc.,  exercisable for approximately 74.7% (60% on a fully diluted basis) of the
Company's  authorized and issued shares of common stock in consideration  for an
aggregate exercise price of approximately $6,000,000. However, because Cash Card
never paid the option premium,  in accordance with the terms of the option,  its
expiration date was automatically accelerated and the option terminated.


                                      F-6
<PAGE>

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

--------------------------------------------------------------------------------
1 - NATURE OF OPERATIONS (continued)
--------------------------------------------------------------------------------

Prior to the  termination  of the option,  Cash Card had assigned to the Company
one contract that Cash Card had procured, and the termination of the option will
have no impact on this assignment.  Furthermore,  Cash Card and the Company have
executed  a letter  of  understanding  whereby  Cash  Card has  agreed to assign
additional  Internet-based  transaction  processing  contracts  on  terms  to be
negotiated on a case-by-case basis.

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.

The Company's management plans to raise capital to fund continuing operations by
the utilization of one or a combination of the following:

1)   Private placement of equity  securities and/or debenture  financing through
     negotiations with capital investors.

2)   Formation  of a joint  venture of the Company  with a strategic  partner to
     provide the capital resources to deploy the operations.

3)   Agreement with an underwriter to undertake a public issuance of shares.

--------------------------------------------------------------------------------
2 - 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, 2001,  results of operations for the nine and three-month  periods and
cash  flows  for the  nine-month  period  ended  March 31,  2001 and  2000.  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, 2001 are not necessarily indicative of the results to be
expected for the full year.

--------------------------------------------------------------------------------
3 - CAPITAL STOCK
--------------------------------------------------------------------------------

Stock split

On September 20, 2000, the directors of 3560309  Canada Inc.  reduced by reverse
split the number of issued and  outstanding  exchangeable  shares by a factor of
3:1 such that three of such  exchangeable  became one  exchangeable  share.  The
number  of  outstanding   exchangeable   shares  decreased  from  25,094,996  to
8,364,998.  As a result,  the number of votes  available  on the special  voting
stock issued by the Company has been reduced by a factor of 3:1 to 8,364,998.


                                      F-7
<PAGE>

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

--------------------------------------------------------------------------------
3 - CAPITAL STOCK (Continued)
--------------------------------------------------------------------------------

Warrants

At March 31, 2001, in connection  with the issuance of stock units,  warrants to
purchase  1,087,035  shares of common  stock  for  $1.20  are  outstanding.  The
warrants expire June 22, 2001.

Advance payment for capital stock

During the quarters  ended March 31, 2001 and  December  31,  2000,  the Company
received  $570,559 (CDN $885,972) and $266,631 (CDN $414,028)  respectively with
respect to a private  sale of  10,733,205  shares of common  stock at $0.078 per
share.  As of March 31,  2001,  no shares have been issued with  respect to this
private sale.

Subsequent  to March 31, 2001,  the Company  received  $135,093  (US$40,000  and
CDN$150,000) with respect to a private sale for  approximately  1,731,961 shares
of common stock at $0.078 per share.

Stock compensation plans

2000 Stock Option Plan

The following  table  summarizes  the changes in the 2000 Stock Option Plan (the
"2000 Plan") during the nine-month period ended March 31, 2001:

<TABLE>
<CAPTION>

                                                                             Weighted
                                            Range of         Number           average
                                      exercise price     of options    exercise price
                                      --------------    -----------    --------------
                                        $                              $
<S>                                      <C>            <C>            <C>
Outstanding, June 30, 2000               1.38 - 2.00      8,103,723             1.98
Granted                                  0.69 - 1.97        729,503             1.55
Cancelled                                       2.00       (146,745)            2.00
                                                        -----------    -------------
Outstanding, March 31, 2001                               8,686,481             1.90
                                                        ===========    =============

Options exercisable, end of period                        3,733,886             2.00
                                                        ===========    =============

</TABLE>

No more options will be granted under the 2000 Plan.

2001 Stock Option Plan

Effective February 28, 2001, the Company adopted the 2001 Stock Option Plan (the
"2001 Plan").  The 2001 Plan is  administered by the Board of Directors who have
sole discretion and authority to determine individuals eligible for awards under
the 2001 Plan.  The 2001 Plan  provides  for  issuance  of a total of  7,500,000
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.  On March 16, 2001,  3,690,000  options at an exercise price of $0.18
have been granted under this plan.


                                      F-8
<PAGE>

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

--------------------------------------------------------------------------------
3 - CAPITAL STOCK (Continued)
--------------------------------------------------------------------------------

2001 Senior Officers Stock Option Plan

Effective  January 1, 2001, the Company  adopted the 2001 Senior  Officers Stock
Option Plan.  Under this Plan, the Company may grant options to senior  officers
of the Company or any of its subsidiaries, for up to 10,000,000 shares of common
stock.  The exercise  price of each option  granted under the plan will equal or
exceed  the  then-current  price of the  Company's  common  stock.  The plan was
approved by the  Company's  Board of Directors on January 3, 2001, On January 9,
2001, the Company  granted its two most senior  officers  options to purchase an
aggregate  of  2,855,695  shares at an average  price of $0.1875 per share.  The
options  vested on January 24, 2001,  concurrently  with the Company's  entering
into the  aforementioned  Cash Card option. As of March 31, 2001, such 2,855,695
shares constitute all of the shares subject to options granted under this plan.

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



                                      F-9
<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  ability  to
efficiently  implement our new business plan (discussed  below). A more complete
(although  non-exhaustive)  description  of the risk factors  applicable  to our
business  is found in our Annual  Report on Form 10-K for the fiscal  year ended
June 30, 2000.

Results of Operations

     Three- and  Nine-Month  Periods ended March 31, 2001 compared to Three- and
     Nine-Month Periods ended March 31, 2000

General

     The Company made the first sales of its products and services in the fourth
quarter of its last fiscal year (ending June 30,  2000),  during which it placed
its first virtual stores online.  During the first quarter of the current fiscal
year, five more merchants went online using the Company's  solution.  During the
first quarter of this fiscal year, the Company  changed its focus to medium- and
large-scale retailers,  instead of small- and medium-sized retailers. During the
third fiscal  quarter  (ended March 31, 2001),  the Company had revenues of $781
and did not place any new virtual  stores on line.  Revenues  for the first nine
months of the fiscal year were $11,145.

     As previously  reported,  the Company developed a business plan featuring a
solution to support online sales for  e-retailers.  The Company has  recognised,
however,  that due to the slower market  penetration of the e-retail business in
Canada,  further implementation of that business plan would not maximize returns
to stockholders.  As a result, the Company believes that it should capitalize on
its strengths in transaction  and payment  processing and has begun to develop a
real-time  consumer  financing  solution  for  e-retailers  as well as brick and
mortar  retailers.  This solution is web-based,  which will enable  retailers to
process the customers' loans and to complete their sales in "real-time"..

This new orientation had the following impacts on the current e-retail business:


                                       2
<PAGE>

     o    We closed on a temporary basis the Canadian e-retail operations and we
          terminated the Canadian merchants as per our agreements with them.

     o    We kept operational the United States-based  e-retail business through
          an agreement with a strategic alliance in the United States.

     o    We were able to reduce our "burn rate" by not renewing the maintenance
          contract  for  transactional  software  and  by  no  longer  utilizing
          unnecessary web hosting services.

     o    We  reduced  also our  staffing  to reflect  the new mix of  employees
          required with the financing program.

     In the immediate  future,  the Company will  concentrate  on completing and
marketing the financing  solution in the United States. The Company is currently
working to establish the strategic  alliances necessary to deliver the financing
solution,  and has signed  agreements  with  parties  who are  believed to be in
position to contribute significantly as allies.

Results of Operations

     Operating  and  administrative  expenses  for the first nine  months of the
fiscal year were $2,687,122,  a decrease of $141,442, or 5%, over the nine-month
period ended March 31, 2000. Operating and administrative expenses for the three
months  ended  March 31,  2001 were  $901,410,  which  represents  a decrease of
$603,922,  or 40%, in expenses  incurred  for the three  months  ended March 31,
2000.

     The  variances of the expenses  incurred  during the three- and  nine-month
periods ended March 31, 2001, compared to March 31, 2000, reflect the following:

     o    The Company had fewer  employees in the fiscal quarter ended March 31,
          2001 than in the  quarter  ended  March 31,  2000.  Salary and benefit
          expenses  decreased  by $122,097,  or 33%, for the fiscal  quarter and
          increased by $180,939,  or 23%, for the nine-month  period ended March
          31, 2001,  compared to March 31, 2000. The Company  reduced its salary
          expenses by $79,597 from the second fiscal  quarter  ($285,884) to the
          third  fiscal  quarter  ($223,115)  as a result of the  aforementioned
          reduction in the number of employees.

     o    The  Company  continued  to  incur  professional  fees,  primarily  in
          connection  with the  preparation of the Company's  interim  financial
          statements and in connection  with its securities  filings and private
          placement  negotiations.  These amounts  decreased  $154,285,  for the
          fiscal quarter and $65,128,  or 22%, for the  nine-month  period ended
          March 31, 2001,  compared to the  respective  periods  ended March 31,
          2000.

     o    Due to the Company's  increased  office space,  its rent  increased by
          $31,602 for the nine-month period ended March 31, 2001, as compared to
          the  nine-month  period ended March 31, 2000.  Subsequent to March 31,
          2001, the Company  negotiated the


                                       3
<PAGE>

          cancellation  of one lease for office  space,  which  resulted  in its
          reducing the monthly rent by approximately half.

     o    The  aforementioned  increases in expenses were offset by decreases in
          advertising  and  marketing  research  costs in the three months ended
          March 31, 2001. Expenses for market studies and public relations costs
          related to the Company's  business  model and its  publicity  campaign
          that were incurred in the fiscal quarter ended March 31, 2000 were not
          incurred  in  subsequent  periods.   This  resulted  in  decreases  in
          advertising  and  marketing  of  $113,157  for the fiscal  quarter and
          $260,221 for the nine-month  period ended March 31, 2001,  compared to
          the respective periods ended March 31, 2000.

     o    Lower web  hosting  and  maintenance  of  licensing  fees  contributed
          significantly  to  the  decrease  in   administrative   and  operating
          expenses.  Because the Company did not renew certain  online  services
          that  management  believed  were  no  longer  required  under  the new
          business  plan,  these fees  decreased by $50,357 and $118,558 for the
          fiscal quarter and nine-month period ended March 31, 2001, as compared
          to the respective periods ended March 31, 2000.

     For the fiscal  quarter ended March 31, 2001, the Company had a net loss of
$900,629,  compared  to a net loss for the  quarter  ended  March 31,  2000,  of
$1,505,332. For the nine months ended March 31, 2001, the Company had a net loss
of $2,675,977,  compared to a net loss for the nine months ended March 31, 2000,
of $2,828,564.

Liquidity and Capital Resources

     During the fiscal quarters ended December 31, 2000, and March 31, 2001, the
Company received advances of $837,190 (Cdn.$1,300,000) with respect to a private
sale of 10,733,205 shares of its common stock at $0.078 per share. Subsequent to
March 31, 2001,  the Company  received an  additional  $135,093  (US$40,000  and
Cdn.$150,000)  advance  with respect to  1,731,961  additional  shares of common
stock to be purchased by the same investor for $0.078 per share.  (References in
this report to Canadian  dollar  amounts  indicate that the  applicable  loan or
advance  was  made  in  Canadian  dollars.)  None  of the  aforementioned  share
issuances are reflected in the Company's issued and outstanding share capital.

     At March 31,  2001,  the  Company had $2,684 in cash and  negative  working
capital of $2,255,793.  The Company's current monthly  operating  expenses total
approximately  $110,000,  which will be funded by private  investors through the
end of May 2001. The Company is currently  negotiating  with these investors for
funding in order to sustain the Company through the end of the year.  Failure to
obtain immediate and ongoing financing from our stockholders and other investors
over the next few months will require the Company to either  further  reduce its
operations or cease operations altogether.

     The Company expects that it will require  additional  financing beyond that
required  for its  current  operations  if it is to cover the  negative  working
capital and to develop and commercialize the financing solution.  The failure to
obtain this incremental short-term financing would have a


                                       4
<PAGE>

material adverse effect on the Company,  and would result in the Company sharply
reducing  (or  eliminating  entirely)  the funds  dedicated  to, and the planned
development  of, its  financing  solution.  The Company has no  arrangements  or
commitments for long-term financing,  and there is no assurance that the Company
will be  able  to  raise  additional  working  capital  through  equity  or debt
financing at commercially  reasonable  rates, if at all.  Furthermore,  any such
financing may be at terms that could significantly dilute the Company's existing
shareholders.

     As  previously  reported,  in January 2001 the Company  issued an option to
Cash Card,  Inc.,  exercisable for  approximately  74.7% (60% on a fully-diluted
basis)  of the  Company's  authorized  and  issued  shares  of  common  stock in
consideration  for an  aggregate  exercise  price of  approximately  $6,000,000.
However, because Cash Card never paid the option premium, in accordance with the
terms of the option,  its expiration date was automatically  accelerated and the
option terminated.

     Prior to the  termination  of the  option,  Cash Card had  assigned  to the
Company one contract that Cash Card had  procured,  and the  termination  of the
option  has had no impact  on this  assignment.  Furthermore,  Cash Card and the
Company have executed a letter of understanding  whereby Cash Card has agreed to
assign additional Internet-based transaction processing contracts to the Company
on terms to be negotiated on a case-by-case basis.


                                      * * *



Item 3. There have been no material  changes from the information  provided with
respect to market risk in the  registrant's  Annual  Report on Form 10-K for the
fiscal year ended June 30, 2000.


              [The remainder of this page intentionally left blank]


                                       5
<PAGE>

PART II. OTHER INFORMATION


Item 1. Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds.

     During  the three  months  ended  March 31,  2001 (and as  described  under
"Liquidity   and   Capital    Resources")   the   Company   received    $837,190
(Cdn.$1,300,000)  as an  advance to be applied  to the  purchase  of  10,733,205
shares of the  Company's  common stock at a price of $0.078 per share.  The same
investor  made a second  advance  of an  aggregate  of  $135,093  ($40,000  plus
Cdn.$150,000)  during April and May 2001 for 1,731,961  additional shares at the
same price. The advances were used for general corporate purposes, predominantly
to fund the operations of the Company's  operating  subsidiary  through  secured
loans.  (It is uncertain  whether these loans will be treated as "loans" for tax
and other  purposes by  applicable  authorities.)  The Company is relying on the
exemption from registration provided in Regulation S under the Securities Act of
1933, as amended,  as the investor is not a "U.S.  Person," the  transaction was
effected in an offshore transaction,  offering restrictions  implemented and the
Company did not engage in any directed  selling  efforts in the United States in
connection with these transactions.

     Effective  January 1, 2001,  the Company  adopted the 2001 Senior  Officers
Stock  Option  Plan.  Under this plan,  the Company may grant  options to senior
officers of the Company or any of its subsidiaries,  for up to 10,000,000 shares
of common stock.  The exercise  price of each option granted under the plan will
equal or exceed the then-current market price of the Company's common stock. The
plan was approved by the  Company's  Board of  Directors on January 3, 2001.  On
January 9, 2001,  the Company  granted its two most senior  officers  options to
purchase an  aggregate of  2,855,695  shares at an average  price of $0.1875 per
share. The options vested on January 24, 2001,  concurrently  with the Company's
entering into the  aforementioned  Cash Card option.  As of March 31, 2001, such
2,855,695  shares  constitute all of the shares subject to options granted under
this plan.

     Effective February 28, 2001, the Company adopted the 2001 Stock Option Plan
(the "2001 Plan").  The 2001 Plan is  administered by the Board of Directors who
have sole discretion and authority to determine  individuals eligible for awards
thereunder.  The 2001 Plan  provides for issuance of options to purchase a total
of  7,500,000  shares of common  stock  exercisable  on or prior to February 28,
2011.  The  conditions of exercise of each grant are  determined by the Board at
the time of the grant.  During  the  quarter  ended  March 31,  2001,  3,690,000
options at an exercise price of $0.18 were granted under the 2001 Plan.

     The Company does not intend to issue any additional options under the stock
option plan approved in March 2000.


                                       6
<PAGE>

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


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

     (a)  Exhibits

               10            -   2001 Senior Officers Stock Option Plan

     (b)  Reports on Form 8K -   The  Company  filed a Form 8-K  filed  with the
                                 Securities and Exchange  Commission on February
                                 8, 2001 in connection with the Cash Card option
                                 described herein (Item 1).



                            [Signature Page is Next]


                                       7
<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 17, 2001                       By:  /s/ Laval Bolduc
                                              ------------------------------
                                                Laval Bolduc
                                                Chief Financial Officer
                                                (Authorized Signatory)
                                                and Treasurer
                                                (Chief Accounting Officer)


                              [Exhibit 10 is Next]


                                       8