<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

        For  the  quarterly  period  ended  March  31,  2003

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


          Commission  File  Number          0-27645
                                            -------

                               PLANET411.COM INC.
               __________________________________________________
        (Exact name of small Business Issuer as specified in its charter)

     DELAWARE                                  88-0258277
--------------------------------               --------------------
(State or other jurisdiction of                (IRS  Employer
incorporation  or  organization)               Identification  No.)




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

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

                                 NOT APPLICABLE
      _____________________________________________________________________
    (Former name, former address and former fiscal year, if changed since last
                                     report)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days  [X]  Yes    [    ]  No

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of  the  latest  practicable  date:  At  March  31, 2003, there were
102,971,734  shares  of  the  issuer's  common  stock  issued  and  outstanding.

<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements

The  accompanying  un-audited  financial  statements  have  been  prepared  in
accordance  with  the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position,  results  of  operations,  cash  flows,  and  stockholders' deficit in
conformity  with  generally  accepted  accounting principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results  of  operations  and  financial position have been included and all such
adjustments  are  of  a normal recurring nature.  Operating results for the nine
months  ended  March 31, 2003 are not necessarily indicative of the results that
can  be  expected  for  the  year  ending  June  30,  2003.


GENERAL

The  Company's unaudited financial statements included with this Form 10-QSB are
as  follows:

     a.   Consolidated  Balance  Sheets;
     b.   Consolidated  Operations;
     c.   Consolidated  Changes  in  Shareholders'  Deficiency;
     d.   Consolidated  Cash  Flows;
     e.   Notes  to  Consolidated  Financial Statements.


                                       2

<PAGE>



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

                          Consolidated Financial Statements
                                  March 31, 2003




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







<PAGE>

<TABLE>
<CAPTION>


                                                                              2

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



                                       (Unaudited)
                                       2003-03-31      2002-06-30
                                       --------------------------

<S>                                    <C>            <C>
                                       $              $
  ASSETS
  Current assets
    Cash                                    1,488           720
                                          ======================
  LIABILITIES
  Current liabilities
    Accounts payable                       20,372        22,488
    Accrued liabilities                    43,684        54,372
    Loan payable on demand to
    a third party, without interest        25,490
    Loan payable on demand to a principal
    shareholder, without interest          57,924        22,801
                                       -------------------------

                                          147,470        99,661
                                       -------------------------

  SHAREHOLDERS' DEFICIENCY
  Capital stock
    Special voting stock, having a
    par value of $0.001, holding a number
    of votes (8,364,998 votes) equal to the
    number of exchangeable
    shares of 3560309 Canada Inc.
    outstanding other than
    those held directly
    or by the Company,
    1 share authorized; 1 share March 31,
    2003 and June30, 2002
    issued and outstanding
    Preferred stock, having a par value
    of $0.001, 10,000,000shares
    authorized; none issued
    Common stock, having a par value
    of $0.001, 200,000,000shares
    authorized; 102,971,743 shares
    March 31, 2003 and 40,661,743
    shares June 30, 2002 issued and
   outstanding                            102,972        40,662
  Additional paid-in capital            6,002,163     6,002,163
  Advance payment on capital
   stock units                             34,508        96,818
  Accumulated other comprehensive
   income                                 (39,956)       (4,181)
  Deficit accumulated during the
   development stage                   (6,245,669)   (6,234,403)
                                       -------------------------
                                         (145,982)      (98,941)
                                       -------------------------

                                            1,488           720
                                       =========================
================================================================================
</TABLE>


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




<PAGE>

<TABLE>
<CAPTION>

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


                                                                                                  For the
                                                                                                period from
                                                                                                 1998-07-31
                                             Three months  Three months Nine months Nine months (inception)
                                               ended          ended       ended       ended        through
                                             2003-03-31     2002-03-31  2003-03-31  2002-03-31   2003-03-31
                                      --------------------------------------------------------------------
<S>                                       <C>            <C>           <C>          <C>         <C>
                                          $              $             $            $           $
  Revenue                                       -             -             -              -       18,636
                                      --------------------------------------------------------------------

  Operating and administrative expenses
    Salaries                                                                                     2,279,497
    Fringe benefits                                                                                269,178
    Subcontracts                                                                                   803,150
    Training                                                                                        27,422
    Advertising and marketing research                                                             607,123
    Transportation                                                                                   4,522
    Promotion                                                                                       67,793
    Rent                                        993            33          993        (4,767)      331,121
    Web hosting and maintenance of licenses                                                        972,178
    Rental, maintenance and repairs                                                                 30,954
    Taxes and permits                                       4,175                      6,675        69,168
    Insurance                                                                                        8,317
    Office supplies and courier                               35           341         1,701       145,718
    Communications                                           (34)                      5,231       108,862
    Professional fees                       10,680         14,132       44,163       214,726     1,562,852
    Interest on short-term debt
     and bank charges                          199            29           247           313        71,008
    Interest on long-term debt                                                                       5,000
    Service contracts                                                                               99,608
    Travel                                                   (44)                      6,330        94,846
    Exchange loss (gain)                   (71,635)       (1,195)      (34,478)       45,259        45,075
    Loss on disposal of property,
     plant and equipment                                                                            23,662
    Amortization of property, plant
     and equipment                                                                                 930,790
                                      --------------------------------------------------------------------
                                          (59,763)        17,131       11,266       275,468      8,557,844
                                      --------------------------------------------------------------------
  Loss before gain on disposal
   of a subsidiary                        (59,763)       17,131        11,266       275,468      8,539,208
  Gain on disposal of a subsidiary                                                               2,293,539
                                      --------------------------------------------------------------------
  Net loss (gain)                         (59,763)       17,131        11,266       275,468      6,245,669
  Other comprehensive income
    Foreign exchange translation
     adjustment                           (74,174)       (2,250)      (35,775)       45,665       (39,956)
                                      --------------------------------------------------------------------

  Comprehensive loss                       14,411        19,381        47,041       229,803      6,285,625
                                      ====================================================================
  Basic and diluted loss per share              -             -             -          0.01          0.17
                                      ====================================================================

  Weighted average number of
  outstanding shares of common stock
  (the special voting stock considered
  as 8,364,998 shares of common stock)   103,028,741   49,026,741   66,764,624    48,382,780   37,676,200
                                      ====================================================================

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

</TABLE>

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


<PAGE>
                                                                               4
     Planet  411.com  Inc.
     (A  Development  Stage  Company)
     Consolidated  Changes in Shareholders' 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
  June 2001, capital
   stock units issued                              12,726,607     12,726     980,030
  Foreign exchange
   translation adjustment
  Net loss
                        --------------------------------------------------------------
  Balance at June 30, 2001   1           -         38,764,483     38,764   5,856,753
  Advance payment on
   capital stock units
  October 2001, capital
    stock units issued                              1,897,260      1,898     145,410
  Foreign exchange
   translation adjustment
  Net loss
                        --------------------------------------------------------------
  Balance at March 31, 2002  1           -         40,661,743     40,662   6,002,163
  Foreign exchange
   translation adjustment
  Net earnings
                        --------------------------------------------------------------
  Balance at June 30, 2002   1           -         40,661,743     40,662   6,002,163

  January 2003, capital
   stock units issued                              62,310,000     62,310
  Foreign exchange
   translation adjustment
  Net loss
                        --------------------------------------------------------------
  Balance at March 31, 2003  1           -        102,971,743    102,972   6,002,163
                            ==========================================================
======================================================================================


</TABLE>

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

<TABLE>
<CAPTION>


                                                                          Deficit
                                             Advance       Accumulated    accumulated     Total
                                             payment on     other         during the      shareholders'
                                             capital        compre-       developmemt     equity
                                             stock          hensive
                                             units          income        stage           (deficiency)
                                          ---------------------------------------------------------------
                                             Amount        Amount         Amount          Amount
                                          ---------------------------------------------------------------
<S>                                          <C>          <C>           <C>             <C>
                                             $            $             $               $
  Special voting stock
  (8,364,998 votes)                                                                          104,444
  Balance outstanding on
   April 20, 1999, date
   of reverse takeover                                                                       (55,923)
  June 1999 exercise of
   warrants for cash                                                                         910,000
  Advance payment on
   capital stock units                         539,000                                       539,000
  Foreign exchange
   translation adjustment                                    (26,472)                        (26,472)
  Net loss                                                                  (984,546)       (984,546)


                                          ---------------------------------------------------------------
  Balance at June 30, 1999                     539,000       (26,472)       (984,546)        486,503
  August 1999, cancellation
   of common stock for cash                                                                  (35,000)
  September 1999, capital
   stock units issued                          (539,000)
  October 1999, capital stock
   units issued for cash                                                                     350,010
  November 1999, capital stock
   units issued for cash                                                                     500,010
  January 2000, capital stock
   units issued for cash                                                                     150,000
  March 2000, capital stock
   units issued for cash                                                                   1,135,778
  Advance payment on capital
   stock units                                1,304,442                                    1,304,442
  Foreign exchange
   translation adjustment                                     50,042                          50,042
  Net loss                                                               (4,481,466)      (4,481,466)
                                          ---------------------------------------------------------------
  Balance at June 30, 2000                    1,304,442       23,570     (5,466,012)        (539,681)
  September 2000, capital
   stock units issued                        (1,304,442)
  Advance payment on
   capital stock units                        1,091,590                                    1,091,590
  June 2001, capital
   stock units issued                          (992,756)
  Foreign exchange
   translation adjustment                                    (23,570)                        (23,570)
  Net loss                                                                 (587,567)        (587,567)
                                          ---------------------------------------------------------------
  Balance at June 30, 2001                       98,834           -      (6,053,579)         (59,228)
  Advance payment on
   capital stock units                          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)
  Foreign exchange
   translation adjustment                                    (49,846)                        (49,846)
  Net earnings                                                               94,644           94,644
                                          ---------------------------------------------------------------
  Balance at June 30, 2002                       96,818       (4,181)    (6,234,403)         (98,941)
  January 2003, capital
   stock units issued                           (62,310)
  Foreign exchange
   translation adjustment                                    (35,775)                        (35,775)
  Net loss                                                                  (11,266)         (11,266)
                                          ---------------------------------------------------------------
  Balance at March 31, 2003                      34,508      (39,956)    (6,245,669)        (145,982)
                                          ===============================================================
=========================================================================================================
</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>

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


                                                                         For the
                                                                     period from
                                                                      1998-07-31
                                         Nine months   Nine months   (inception)
                                               ended         ended       through
                                          2003-03-31    2002-03-31    2003-12-31
                                         ---------------------------------------
                                                   $             $            $
<S>                                      <C>           <C>           <C>
OPERATING ACTIVITIES
Net loss                                   (11,266)     (275,468)   (6,245,669)
Non-cash items
    Amortization of property, plant
    and equipment                                                      930,790
    Loss on disposal of property,
    plant and equipment                                                 23,662
    Gain on disposal of a subsidiary                                (2,293,539)
    Changes in non-cash working capital items
      Accounts receivable                                  2,507          (318)
      Sales taxes receivable                                            (9,424)
      Prepaid expenses                                                    (441)
      Accounts payable                      (2,116)       17,878     1,042,016
      Accrued liabilities                  (10,688)       59,790       375,131
                                         ---------------------------------------
  Cash flows from operating activities     (24,070)     (195,293)   (6,177,792)
                                         ---------------------------------------
  INVESTING ACTIVITIES
  Cash position of acquired company                                        263
  Cash position of disposed subsidiary                                    (422)
  Proceeds on disposal of a subsidiary                                       1
  Term deposits                                                        (19,712)
  Advances to directors and shareholders                                (6,201)
  Property, plant and equipment                                     (1,364,762)
  Proceeds from disposal of property,
   plant and equipment                                                  48,042
  Effect of exchange rate changes                                       26,171
                                         ---------------------------------------
  Cash flows from investing activities            -            -    (1,316,620)
                                         ---------------------------------------

  FINANCING ACTIVITIES
  Advances to related companies                                        (44,242)
  Repayment of long-term debt                                          (21,902)
  Proceeds on interest-free demand
   loan from a third party                  25,490                      25,490
  Proceeds on interest-free demand
   loan from a director and shareholder                                142,858
  Proceeds on interest-free demand
   loan from a principal shareholder        35,123         4,338        57,924
  Proceeds on demand note payable                                       33,800
  Proceeds on short-term debt from
   a shareholder                                                       802,805
  Repayment of short-term debt from
   a shareholder                                                       (89,883)
  Issuance of preferred shares of a
   subsidiary company non-controlling interest                         285,474
  Issuance of capital stock                                          3,150,242
  Cancellation of capital stock                                        (35,000)
  Advance payment on capital stock units                 145,292     3,080,324
  Effect of exchange rate changes          (35,775)       45,665       108,010
                                         ---------------------------------------
  Cash flows from financing activities      24,838       195,295     7,495,900
                                         ---------------------------------------
  Net increase in cash                         768             2         1,488
  Cash, beginning of period                    720            43
                                         ---------------------------------------
  Cash, end of period                        1,488            45         1,488
                                         =======================================



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


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

<PAGE>

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

1    -  NATURE  OF  OPERATIONS  AND  GOING-CONCERN

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

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

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

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

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

Corporate  reorganization

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

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

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

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

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


<PAGE>


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

1    -  NATURE  OF  OPERATIONS  AND  GOING-CONCERN  (Continued)

Going-concern

The Company's consolidated financial statements for the three-month period ended
March31, 2003 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 $11,266 for the nine-month
period  ended  March  31,  2003  and  $6,245,669 in the period from July31, 1998
(inception)  through March 31, 2003. In addition, the Company has a shareholders
deficiency  and  a  working  capital  deficiency  of  $145,982.

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

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

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

Basis  of  presentation

The  financial  statements  reflect all adjustments which are, in the opinion of
management,  necessary  to present fairly the Company's financial position as at
March  31,  2003, results of operations for the nine and three-month periods and
cash  flows  for  the  nine-month  periods  ended  March  31, 2003 and 2002. 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, 2003 are not necessarily indicative of the results to be
expected  for  the  full  year.

2    -  RELATED  PARTY  TRANSACTIONS

Included  in  consolidated  operations are rent of $993 and professional fees of
$24,000  charged  to  the Company by a principal shareholder. These transactions
were  carried  out  in  the  normal  course  of business and are measured at the
exchange  amount.

3    -  SUBSEQUENT  EVENT

On  April  16,  2003, the Company received a $13,626 non-interest bearing demand
loan  from  a  third  party.





<PAGE>


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

FORWARD  LOOKING  STATEMENTS

      The  information  in  this  discussion contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  These
forward-looking statements involve risks and uncertainties, including statements
regarding  the Company's capital needs, business strategy and expectations.  Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  In  some  cases,  you can identify
forward-looking  statements  by  terminology  such  as  "may", "will", "should",
"expect",  "plan",  "intend",  "anticipate",  "believe",  estimate",  "predict",
"potential"  or  "continue",  the  negative  of  such  terms or other comparable
terminology.  Actual  events  or  results  may differ materially.  In evaluating
these  statements,  you  should  consider  various  factors, including the risks
discussed below, and, from time to time, in other reports the Company files with
the SEC, including the Company's Annual Report on Form 10-KSB for the year ended
June  30,  2002.  These factors may cause the Company's actual results to differ
materially  from  any  forward-looking  statement.  The  Company  disclaims  any
obligation  to  publicly  update  these  statements,  or disclose any difference
between  its  actual  results  and  those  reflected  in  these statements.  The
information  constitutes  forward-looking  statements  within the meaning of the
Private  Securities  Litigation  Reform  Act  of  1995.

OVERVIEW

We have a limited operating history and ceased all operations in October 2001 as
described  in  our  previous  filings and in note 1 of the Notes to Consolidated
Financial Statements, above.  Our only material financial transactions have been
capital  raising  and  paying  organizational  and  start-up  costs.

RESULTS  OF  OPERATIONS  FOR  THREE  MONTH  PERIOD  ENDING  MARCH  31,  2003

As  previously  reported  in  our reports filed with the Securities and Exchange
Commission  ("SEC"), we 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  our
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.

General

On  October  16,  2001,  we ceased operations due to lack of funding required to
implement our 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,
we  now  have  no  operations  and  very  limited  assets.

                                       5

<PAGE>


We do not expect to conduct any product research and development over the course
of  the  next  twelve months.  We do not expect to purchase or sell any plant or
significant equipment over the next twelve months.  We do not expect to hire any
employees  over  the  next  twelve  months.

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, we are presently
seeking  a  suitable  candidate  to  merge  with  or  to acquire us. There is no
assurance that we will succeed in completing such a business combination. We are
not  currently  a  party  to  any  understandings  or  agreements  regarding  an
acquisition,  merger  or  similar  business  combination  or  transaction.

Expenses

Operating and administrative expenses for the three-month period ended March 31,
2003  was  a  gain of $59,763, compared to operating expenses of $17,131 for the
same  three  month  period  in  the  previous  year.  The  gain in operating and
administrative  expenses  for  the  three  month period ended March 31, 2003 was
attributable to an exchange gain in the amount of  $71,635.  For the period from
inception  through March 31, 2003, we have incurred an exchange loss of $45,075.

The  most significant component of these expenses consisted of professional fees
in  the  amount  of  $10,680.   The  other  expenses were incurred in the normal
course  of business and they consist of rent and interest on short-term debt and
bank  charges.  The  company  did  incur  an  exchange  gain  of $71,635 for the
three-month  period  ended  March  31,  2003.

Net  Loss

For  the  three-month period ended March 31, 2003, the Company had a net gain of
$59,763,  compared  to  a net loss of $17,131 for the same three month period in
the  previous  year.

Liquidity  and  Capital  Resources

At  March  31,  2003,  we  had  cash  of $1,488 and a working capital deficit of
$145,982.  On  March  31,  2003,  we  had an accumulated shareholders deficit of
$6,245,669.  We anticipate that our current cash reserves will not be sufficient
to  satisfy  our  needs  over  the next twelve months.  We require immediate and
ongoing substantial financing to continue our efforts to seek new investors, one
or  more purchasers for us or our subsidiaries, a strategic partner or a similar
business  combination. To the extent that the necessary funding is not available
from  other  sources,  Victor  Cantore has made an oral commitment to provide us
with  additional funding as required for these purposes. However, Victor Cantore
is  under  no  legal  obligation  to  do  so.


The  company has not received any additional financing in the three-month period
ended  March  31,  2003.

ITEM  3.     CONTROLS  AND  PROCEDURES.

      As  required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we


                                       6

<PAGE>


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

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


                                       7

<PAGE>

                           PART II - OTHER INFORMATION

Item  1.          Legal  Proceedings

     None.

Item  2.          Changes  in  Securities

     None.

Item  3.          Defaults  upon  Senior  Securities

     None.

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

     None.

Item  5.          Other  Information

     None.

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

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K


Exhibit
Number     Description of Exhibit
--------------------------------------------------------------------------------
99.1      Certification  of  Chief Executive Officer and Chief Financial Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of  the  Sarbanes-Oxley  Act  of  2002(1)
--------------------------------------------------------------------------------
(1)     Filed  as  an  Exhibit  to  this  Quarterly  Report  on  Form  10-QSB
--------------------------------------------------------------------------------


REPORTS  ON  FORM  8-K

          We  did  not  file  any  Current Reports on Form 8-K during the fiscal
          quarter  ended  March  31,  2003.


                                       8

<PAGE>




                                   SIGNATURES


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

PLANET411.COM  INC.


By:  /s/ Victor  Cantore
     ___________________________________
     Victor  Cantore,  President,  Chief  Executive  Officer,
     Chief  Financial Officer, Director
     Date:     May  20,  2003




<PAGE>
                                 CERTIFICATIONS

I,  VICTOR  CANTORE,  of  Planet411.com  Inc.  (the "Registrant"), certify that;

1.   I  have  reviewed  this  quarterly  report on Form 10-QSB of Planet411.com;

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

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

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

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

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

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

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

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

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

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


Date   May  20,  2003               /s/ Victor  Cantore
                                   ___________________________________
                                   (Signature)
                                   Victor  Cantore
                                   Chief Executive Officer and
                                   Chief Financial Officer