<Page>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

For the quarterly period ended December 31, 2001

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

For the transaction period from _______________ to ________________


                         Commission file number: 0-27645


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


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


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

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

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

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

Yes  X          No
   -----          -----

At February 1, 2002, there were 40,990,391 shares of the issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (check one):

Yes             No  X
   -----          -----

<Page>

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              PLANET 411.COM INC.
                         (A Development Stage Company)

                       CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2001





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



                                      -1-
<Page>

PLANET 411.COM INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(In U.S. dollars)

<Table>
<Caption>

==========================================================================================================
                                                                                 (Unaudited)
                                                                                  2001-12-31    2001-06-30
                                                                                -------------   ----------
                                                                                           $             $
<S>                                                                               <C>           <C>
ASSETS
Current assets
     Cash                                                                              1,713            43
     Accounts receivable                                                               1,259         2,507
                                                                                  ----------    ----------
                                                                                       2,972         2,550
                                                                                  ==========    ==========

LIABILITIES
Current liabilities
     Accounts payable                                                                 21,574         7,861
     Accrued liabilities                                                             105,756        53,917
                                                                                  ----------    ----------
                                                                                     127,330        61,778
                                                                                  ----------    ----------
SHAREHOLDERS' DEFICIENCY
Capital stock (Note 2)
     Special voting stock, having a par value of $0.001, holding a number of
     votes equal to the number of exchangeable shares of 3560309 Canada Inc.
     outstanding other than those held directly or indirectly by the Company,
     1 share authorized; 1 share December 31, 2001 and June 30, 2001 issued and
     outstanding Preferred stock, having a par value of $0.001, 10,000,000
     shares authorized; none issued Common stock, having a par value of $0.001,
     69,999,999 shares authorized; 38,764,483 December 31, 2001 and June 30,
     2001 issued and outstanding                                                      40,662        38,764
Additional paid-in capital                                                         6,002,163     5,856,753
Advance payment on capital stock units (Note 3)                                       96,818        98,834
Accumulated other comprehensive income                                                47,915
Deficit accumulated during the development stage                                  (6,311,916)   (6,053,579)
                                                                                  ----------    ----------
                                                                                    (124,358)      (59,228)
                                                                                  ----------    ----------
                                                                                       2,972         2,550
                                                                                  ==========    ==========


==========================================================================================================
</Table>


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

On behalf of the Board,



    ------------------------------                 -----------------------------
    Director                                       Director

                                      -2-
<Page>
PLANET 411.COM INC.
(A Development Stage Company)
CONSOLIDATED OPERATIONS
(Unaudited)
(In U.S. dollars)

<Table>
<Caption>

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

                                                                                                                     For the
                                                                                                                 period from
                                                                                                                  1998-07-31
                                                       Three months   Three months   Six months     Six months    (inception)
                                                              ended          ended        ended          ended       through
                                                         2001-12-31     2000-12-31   2001-12-31     2000-12-31    2001-12-31
                                                       ------------   ------------   ----------     -----------  ------------
                                                                 $              $              $              $             $
<S>                                                     <C>            <C>            <C>            <C>           <C>
REVENUE                                                         --          3,113             --         10,364        18,636
                                                       -----------    -----------    -----------    -----------   -----------
Operating and administrative expenses
     Salaries                                                             285,884                       651,365     2,279,497
     Fringe benefits                                                       27,508                        65,044       269,178
     Subcontracts                                                           7,777                        77,247       803,150
     Training                                                                 174                           174        27,422
     Advertising and marketing research                                   (11,010)                      106,864       607,123
     Transportation                                                           870                           870         4,522
     Promotion                                                                500                         1,036        67,793
     Rent                                                       53         37,365         (4,800)        76,355       330,110
     Web hosting and maintenance of licenses                              117,629                       230,204       972,178
     Rental, maintenance and repairs                                          601                         3,306        30,954
     Taxes and permits                                       2,500          9,120          2,500         18,700        62,983
     Insurance                                                                721                         1,463         8,317
     Office supplies and courier                               791         10,557          1,666         23,503       145,339
     Communications                                            (56)        12,005          5,267         23,886       108,882
     Professional fees                                      21,678         51,921        200,591        165,360     1,553,456
     Interest on short-term debt and bank charges              182         18,724            284         27,302        70,676
     Interest on long-term debt                                               133                           366         5,000
     Service contracts                                                        568                         1,087        99,608
     Travel                                                    (70)         1,851          6,374          9,783        94,870
     Exchange loss                                           7,646        (24,248)        46,455         72,243       128,581
     Loss on disposal of capital assets                                    (1,310)                        7,621        23,662
     Amortization of capital assets                                       109,194                       221,933       930,790
                                                       -----------    -----------    -----------    -----------   -----------
                                                            32,724        656,534        258,337      1,785,712     8,624,091
                                                       -----------    -----------    -----------    -----------   -----------
Loss before gain on disposal of a subsidiary                32,724        653,421        258,337      1,775,348     8,605,455
Gain on disposal of a subsidiary                                                                                    2,293,539
                                                       -----------    -----------    -----------    -----------   -----------
NET LOSS                                                    32,724        653,421        258,337      1,775,348     6,311,916
Other comprehensive income
     Foreign exchange translation adjustment                 6,568        (44,087)        47,915         60,788        47,915
                                                       -----------    -----------    -----------    -----------   -----------
COMPREHENSIVE LOSS                                          26,156        697,508        210,422      1,714,560     6,264,001
                                                       ===========    ===========    ===========    ===========   ===========

Basic loss per share                                            --           0.02           0.01           0.05          0.21
                                                       ===========    ===========    ===========    ===========   ===========

Weighted average number of outstanding
shares of common stock (the special
voting stock considered as 8,364,998 shares of
common stock)                                           47,129,481     34,402,874     48,067,800     34,012,959    29,656,459
                                                       ===========    ===========    ===========    ===========   ===========


=============================================================================================================================
</Table>

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


                                      -3-
<Page>
PLANET 411.COM INC.
(A Development Stage Company)
CONSOLIDATED CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)
(Unaudited)
(In U.S. dollars)

<Table>
<Caption>

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




                                                                               Special                 Common       Additional
                                                                          voting stock                  stock  paid-in capital
                                                                    ------------------   --------------------  ---------------
                                                                    Number of             Number of
                                                                       shares   Amount       shares    Amount           Amount
                                                                    ----------  ------   -----------  -------  ---------------
                                                                                     $                      $                $
<S>                                                                 <C>         <C>      <C>          <C>      <C>
Special voting stock (8,364,998 votes)                                      1                                          104,444
Balance outstanding on April 20, 1999, date of reverse takeover                           8,484,315     8,484          (64,407)
June 1999 - exercise of warrants - for cash                                              15,600,000    15,600          894,400
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                    ----------  -------  -----------  --------  --------------
Balance at June 30, 1999                                                    1        -   24,084,315    24,084          934,437
August 1999, cancellation of common stock - for cash                                       (600,000)     (600)         (34,400)
September 1999, capital stock units issued                                                  107,800       108          538,892
October 1999, capital stock units issued - for cash                                         233,340       233          349,777
November 1999, capital stock units issued - for cash                                        333,340       334          499,676
January 2000, capital stock units issued - for cash                                         111,940       112          149,888
March 2000, capital stock units issued - for cash                                           680,106       680        1,135,098
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                    ----------  -------  -----------  --------  --------------
Balance at June 30, 2000                                                    1        -   24,950,841    24,951        3,573,368
September 2000, capital stock units issued                                                1,087,035     1,087        1,303,355
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                                    ----------  -------  -----------  --------  --------------
Balance at December 31, 2000                                                1        -   26,037,876    26,038        4,876,723
Advance payment on capital stock units
June 2001, capital stock units issued                                                    12,726,607    12,726          980,030
Foreign exchange translation adjustment
Net earnings
                                                                    ----------  -------  -----------  --------  --------------
Balance at June 30, 2001                                                    1        -   38,764,483    38,764        5,856,753
Advance payment on capital stock units
October 2001, capital stock units issued                                                  1,897,260     1,898          145,410
Foreign exchange translation adjustment
Net loss
                                                                    ----------  -------  -----------  --------  --------------
Balance at December 31, 2001                                                1        -   40,661,743    40,662        6,002,163
                                                                    ==========  =======  ===========  ========  ==============


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

<Caption>

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

                                                                                                    Deficit
                                                                          Advance  Accumulated  accumulated            Total
                                                                       payment on   other com-   during the    shareholders'
                                                                    capital stock   prehensive  development           equity
                                                                            units       income        stage      (deficiency)
                                                                   --------------  -----------  -----------   --------------

                                                                          Amount       Amount       Amount           Amount
                                                                   --------------  -----------  -----------   --------------
                                                                               $            $            $                $
<S>                                                                    <C>            <C>         <C>             <C>
Special voting stock (8,364,998 votes)                                                                              104,444
Balance outstanding on April 20, 1999, date of reverse takeover                                                     (55,923)
June 1999 - exercise of warrants - for cash                                                                         910,000
Advance payment on capital stock units                                   539,000                                    539,000
Foreign exchange translation adjustment                                               (26,472)                      (26,472)
Net loss                                                                                          (984,546)        (984,546)
                                                                   --------------  -----------  -----------   --------------
Balance at June 30, 1999                                                 539,000      (26,472)    (984,546)         486,503
August 1999, cancellation of common stock - for cash                                                                (35,000)
September 1999, capital stock units issued                              (539,000)
October 1999, capital stock units issued - for cash                                                                 350,010
November 1999, capital stock units issued - for cash                                                                500,010
January 2000, capital stock units issued - for cash                                                                 150,000
March 2000, capital stock units issued - for cash                                                                 1,135,778
Advance payment on capital stock units                                 1,304,442                                  1,304,442
Foreign exchange translation adjustment                                                50,042                        50,042
Net loss                                                                                        (4,481,466)      (4,481,466)
                                                                   --------------  -----------  -----------   --------------
Balance at June 30, 2000                                               1,304,442       23,570   (5,466,012)        (539,681)
September 2000, capital stock units issued                            (1,304,442)
Advance payment on capital stock units                                   266,631                                    266,631
Foreign exchange translation adjustment                                                60,788                        60,788
Net loss                                                                                        (1,775,348)      (1,775,348)
                                                                   --------------  -----------  -----------   --------------
Balance at December 31, 2000                                             266,631       84,358   (7,241,360)      (1,987,610)
Advance payment on capital stock units                                   824,959                                    824,959
June 2001, capital stock units issued                                   (992,756)
Foreign exchange translation adjustment                                               (84,358)                      (84,358)
Net earnings                                                                                     1,187,781        1,187,781
                                                                   --------------  -----------  -----------   --------------
Balance at June 30, 2001                                                  98,834            -   (6,053,579)         (59,228)
Advance payment on capital stock units                                   145,292                                    145,292
October 2001, capital stock units issued                                (147,308)
Foreign exchange translation adjustment                                                47,915                        47,915
Net loss                                                                                          (258,337)        (258,337)
                                                                   --------------  -----------  -----------   --------------
Balance at December 31, 2001                                              96,818       47,915   (6,311,916)        (124,358)
                                                                   ==============  ===========  ===========   ==============

============================================================================================================================
</Table>

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


                                      -4-
<Page>

PLANET 411.COM INC.

(A Development Stage Company)
CONSOLIDATED CASH FLOWS
(Unaudited)
(In U.S. dollars)

<Table>
<Caption>

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


                                                                                                                 For the
                                                                                                             period from
                                                                                                              1998-07-31
                                                                                   Six months   Six months    (inception)
                                                                                        ended        ended       through
                                                                                   2001-12-31   2000-12-31    2001-12-31
                                                                                  ------------  ----------  -------------
                                                                                           $             $             $
<S>                                                                                 <C>         <C>           <C>
OPERATING ACTIVITIES
Net loss                                                                            (258,337)   (1,775,348)   (6,311,916)
Non-cash items
     Amortization of capital assets                                                                221,933       930,790
     Loss on disposal of capital assets                                                              7,621        23,662
     Gain on disposal of a subsidiary                                                                         (2,293,539)
Changes in non-cash working capital items
     Accounts receivable                                                               1,248         1,824        (1,577)
     Sales taxes receivable                                                                        104,086        (9,424)
     Prepaid expenses                                                                               60,155          (441)
     Accounts payable                                                                 13,713       361,148     1,043,218
     Accrued liabilities                                                              51,839      (217,158)      437,203
                                                                                  ----------    ----------    ----------
Cash flows from operating activities                                                (191,537)   (1,235,739)   (6,182,024)
                                                                                  ----------    ----------    ----------
INVESTING ACTIVITIES
Cash position of acquired company                                                                                    263
Cash position of disposed subsidiary                                                                                (422)
Proceeds on disposal of a subsidiary                                                                                   1
Term deposits                                                                                        9,215       (19,712)
Advances to directors and shareholders                                                               2,859        (6,201)
Capital assets                                                                                     (60,372)   (1,364,762)
Proceeds from disposal of capital assets                                                             5,750        48,042
Effect of exchange rate changes                                                                      1,995        26,171
                                                                                  ----------    ----------    ----------
Cash flows from investing activities                                                      --       (40,553)   (1,316,620)
                                                                                  ----------    ----------    ----------
FINANCING ACTIVITIES
Advances to related companies                                                                                    (44,242)
Advance from directors and shareholders                                                             (6,855)
Repayment of long-term debt                                                                         (5,830)      (21,902)
Proceeds on interest-free demand loan from a director and shareholder                              146,647       142,858
Proceeds on demand note payable                                                                                   33,800
Proceeds on short-term debt from a shareholder                                                     738,760       802,805
Repayment of short-term debt from a shareholder                                                    (22,450)      (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       266,631     3,080,324
Effect of exchange rate changes                                                       47,915       107,424       195,881
                                                                                  ----------    ----------    ----------
Cash flows from financing activities                                                 193,207     1,224,327     7,500,357
                                                                                  ----------    ----------    ----------
NET INCREASE (DECREASE) IN CASH                                                        1,670       (51,965)        1,713
Cash, beginning of period                                                                 43        89,837
                                                                                  ----------    ----------    ----------
Cash, end of period                                                                    1,713        37,872         1,713
                                                                                  ==========    ==========    ==========

SUPPLEMENTARY INFORMATION
Interest paid                                                                             --           233         3,984
                                                                                  ==========    ==========    ==========


========================================================================================================================
</Table>

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


                                      -5-
<Page>

PLANET 411.COM INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In U.S. dollars)
================================================================================
1 - NATURE OF OPERATIONS AND GOING CONCERN

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

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

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

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

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

CORPORATE REORGANIZATION

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

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

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

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


                                      -6-
<Page>


PLANET 411.COM INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In U.S. dollars)
================================================================================
1 - NATURE OF OPERATIONS AND GOING CONCERN (CONTINUED)

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

GOING CONCERN

The Company's consolidated financial statements for the three-month period ended
December 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 $258,337 for the six-month
period ended December 31, 2001 and $6,311,916 in the period from July 31, 1998
(inception) through December 31, 2001. In addition, the Company has a
shareholders' deficiency and a working capital deficiency of $124,358.

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

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

Management is presently seeking a suitable candidate with whom to merge or whom
will purchase the Company as a "public shell", in an effort to get some value
for the Company's shareholders (see Note 3).

BASIS OF PRESENTATION

The financial statements reflect all adjustments which are, in the opinion of
management, necessary to present fairly the Company's financial position as at
December 31, 2001, results of operations for the six and three-month periods and
cash flows for the six-month periods ended December 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 six- and three-month
periods ended December 31, 2001 are not necessarily indicative of the results to
be expected for the full year.


                                      -7-
<Page>


PLANET 411.COM INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In U.S. dollars)
================================================================================
2 - CAPITAL STOCK

WARRANTS

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

STOCK COMPENSATION PLANS

The following table summarizes the changes in all of the stock option plans
during the three-month period ended December 31, 2001.

<Table>
<Caption>

                                                                                  Weighted
                                                  Range of       Number            average
                                            exercise price   of options     exercise price
                                            ---------------  -----------   ----------------
                                                         $                               $
<S>                                            <C>           <C>                      <C>
Outstanding, June 30, 2001                     0.14 - 2.00   15,612,341               1.14
Granted                                               0.05      110,000               0.05
Cancelled                                             0.18   (2,170,165)              0.18
                                                             -----------   ----------------
Outstanding, December 31, 2001                               13,552,176               1.28
                                                             ===========   ================

Options exercisable, December 31, 2001                        8,507,687               1.33
                                                             ===========   ================
</Table>

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

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

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

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

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


                                      -8-

<Page>


PLANET 411.COM INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In U.S. dollars)
================================================================================
3 - ADVANCE PAYMENT ON CAPITAL STOCK UNITS (CONTINUED)

The shares of common stock to which Mr. Cantore is entitled will be issued when
the Company receives the written consent of holders of a majority of the
Company's outstanding common stock and exchangeable shares approving an
amendment to the Company's certificate of incorporation to increase the
Company's authorized common stock from 69,999,999 shares to 200,000,000 shares,
and no earlier than 20 days after the Company files an information statement
with the Securities and Exchange Commission regarding Mr. Cantore's election as
sole director of the Company, the amendment of the Company's certificate of
incorporation and the issuance of the aforementioned shares to him.

As of December 31, 2001, Mr. Cantore has paid $52,000 to the Company. The funds
paid by Mr. Cantore are intended to be used to permit the continued operation of
the Company and to provide funding for the Company's efforts to find a suitable
merger or acquisition candidate.

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


                                      -9-
<Page>


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

FORWARD LOOKING STATEMENTS

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

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

         In this report, United States funds are converted into Canadian funds
at US $1.00 = Cdn $0.628, the Noon Buying Rate reported by the Federal Reserve
Bank of New York on December 31, 2001.

RESULTS OF OPERATIONS

         As previously reported in the Company's current report on Form 8-K,
filed with the Securities and Exchange Commission ("SEC") on October 16, 2001,
in its annual report on Form 10-KSB for the fiscal year ended June 30, 2001,
filed with the SEC on November 16, 2002, and in its quarterly report on Form
10-QSB for the fiscal quarter ended September 30, 2001, filed with the SEC on
December 14, 2001, the Company ceased all operations in October 2001. Since that
time, management has devoted all its efforts to seeking new investors, one or
more purchasers for the Company or any of its subsidiaries, a strategic partner
or any other business combination that would generate value for the Company's
stockholders and seeking additional financing for these efforts. Consequently,
in this report management has not compared the financial results for the period
covered by this report to the results experienced in the corresponding period of
the preceding fiscal year. Management does not believe that such a comparison
would provide stockholders with meaningful information.

THREE-AND SIX-MONTH PERIODS ENDED DECEMBER 31, 2001.

GENERAL

         As previously reported in the Company's current report on Form 8-K,
filed with the SEC on June 28, 2001, in its annual report on Form 10-KSB for the
fiscal year ended June 30, 2001, filed with the SEC on November 16, 2001, and in
its quarterly report on Form 10-QSB for the fiscal quarter ended September 30,
2001, filed with the SEC on December 14, 2001, in June 2001 the Company
reorganized its operations to focus on its proposed real-time financing
services, transferred intellectual property and intercompany debt from one
wholly-owned subsidiary to another, and ultimately disposed of the transferring
subsidiary, and also did the following:

         In July 2001, the Company's subsidiary, 3883884 Canada Inc., terminated
its employees.

         In August 2001, the Company entered into a strategic alliance with
Gresham Financial Services LLC. In connection with that strategic alliance,
Gresham Financial Services LLC entered into an outsourcing agreement with the
Company whereby the Company became responsible for the integration and operation
of Gresham Financial Services LLC's real-time financing program.

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


                                      -10-
<Page>

         On October 16, 2001, the Company ceased operations as it lacked the
funding required to implement its new business plan. The remaining employees,
officers and directors resigned on October 16, 2001. In addition, the
outsourcing agreement between the Company and Gresham Financial Services LLC
terminated at that time. As a result, the Company now has no operations and very
limited assets.

         Any evaluation of the Company, its financial condition and its
historical earnings must be made in light of the risks frequently encountered by
companies that have no assets or operations. As previously reported, the Company
is presently seeking a suitable candidate to merge with or acquire the Company.
There is no assurance that the Company will succeed in completing a business
combination.

EXPENSES

         Operating and administrative expenses for the three and six-month
periods ended December 31, 2001 totaled $32,724 and $258,337, respectively.

         The most significant component of these expenses consisted of
professional fees of $21,678 and $200,591 in the three and six-month periods, of
which $0 and $128,939, respectively, are associated with the Company's
outsourcing contract with a former subsidiary that was sold in June 2001. The
balances of $21,678 and $71,652, respectively, relate to professional fees
incurred for the preparation of financial statements and legal fees incurred for
the preparation of SEC filings.

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

NET LOSS

         For the three and six-month periods ended December 31, 2001, the
Company had a net loss of $32,724 and $258,337, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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

         As of July 31, 2001, only $147,308 of the committed amount had been
received and 1,897,260 shares of the Company's common stock were issued in
consideration therefor. The Company agreed with those stockholders who were made
an investment commitment in May 2001 that the balance of approximately
$1,570,000 (Cdn. $2.5 million) was to be invested in installments between
August 1, 2001 and January 31, 2002. The shares attributable to any
installment were to be issued at a 20% discount from the moving average price
for the Company's common stock reported on the Nasdaq OTC Bulletin Board
during the 20-day period preceding the date the installment was received by
the Company. For each share issued during this period, stockholders were to
be granted a warrant to purchase one-half share of the Company's common stock
at an exercise price equal to the share issue price described in the
preceding sentence. The expiration date of all warrants is one year from the
date the installment is received by the Company. The Company has received
only $34,508 of this commitment to date, in consideration for an aggregate of
328,648 shares and warrants for a total of 164,124 additional shares. The
expiration dates for those warrants are August 12, 2002 and September 10, 2002.

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


                                      -11-
<Page>

         As previously described in the Company's annual report on Form 10-KSB
for the fiscal year ended June 30, 2001, filed with the SEC on November 16,
2001, and in its quarterly report on Form 10-QSB for the fiscal quarter ended
September 30, 2001, filed with the SEC on December 14, 2001, the Company entered
into an agreement with Victor Cantore, a stockholder of the Company (who is also
now the Company's sole officer and director), to issue to him 52,000,000 shares
of common stock, in consideration for $52,000 to be used to permit the continued
operation of the Company and to finance its efforts to identify and enter into a
transaction with a suitable merger or acquisition candidate. The shares of
common stock to which Mr. Cantore is entitled will be issued after the Company
receives the written consent of holders of a majority of the Company's
outstanding common stock and exchangeable shares approving an amendment to the
Company's certificate of incorporation to increase the Company's authorized
common stock from 69,999,999 shares to 200,000,000 shares, and no earlier than
20 days after the Company files an information statement with the SEC regarding
Mr. Cantore's election as sole director of the Company, the amendment of the
Company's certificate of incorporation and the issuance of the aforementioned
shares to him. As of December 31, 2001, Mr. Cantore has paid the Company
$52,000.

         In December 2001, the Company agreed to sell 10,310,000 shares of
common stock to Frank Cantore, Mr. Cantore's brother, for $10,310. The purchase
price was paid when the Company and Frank Cantore entered into the agreement.
Under the agreement, the shares are to be issued concurrently with those to be
issued to Mr. Cantore.

         At December 31, 2001, the Company had cash of $1,713, a working capital
deficit of $124,358, an accumulated deficit of $6,311,916 and a stockholders'
deficiency of $124,358. The Company requires immediate and ongoing substantial
financing to continue its efforts to seek new investors, one or more purchasers
for the Company or any of its subsidiaries, a strategic partner or a similar
business combination. To the extent that funding is not available from other
sources, Victor Cantore has made an oral commitment to provide the Company with
additional funding as required for these purposes. However, Mr. Cantore is under
no legal obligation to do so.

PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         From May 17, 2001 through July 31, 2001, the Company received $147,308
from the sale of 1,897,260 shares of common stock at $0.078 per share.

         From August 1, 2001 to September 15, 2001, the Company received
proceeds of $34,508 from the sale of 328,648 units at a weighted average stock
price of $0.105 per unit. Each unit consisted of one share of common stock and
one half-share purchase warrant. Each whole warrant entitles the holder to
purchase one additional share of common stock of the Company for the applicable
unit purchase price within one year from the date payment for the unit was
received by the Company. The expiration dates for those warrants are August 12,
2002 and September 10, 2002.

         In June 2001, the Company issued warrants to purchase 4,000,000 shares
of the Company's common stock for $0.0785 per share to a stockholder of the
Company as a nominee. The warrants were to be used in settlements, if any, to be
negotiated by a former wholly-owned subsidiary of the Company and its creditors.
As that subsidiary is now defunct, the Company believes that the warrants, which
were to expire on November 19, 2002, are no longer exercisable.

         As previously discussed in this report, on November 14, 2001 the
Company agreed to issue 52,000,000 shares of the Company's common stock for
consideration of $52,000 to Victor Cantore. As of December 31, 2001, Mr. Cantore
has paid $52,000 to the Company.


                                      -12-
<Page>

         In December 2001, the Company received $10,310 from Frank Cantore, Mr.
Cantore's brother, in exchange for which the Company will issue 10,310,000
shares of common stock at a purchase price of $0.001 per share. These shares
will be issued concurrently with those to be issued to Mr. Cantore.

         The Company relied upon Regulation S under the Securities Act of 1933,
as amended, for making the unregistered sales of securities described above. The
Company relied on representations of each purchaser of securities that it was
not a U.S. person and the offer was not being accepted or negotiated, and the
securities not being delivered to the purchaser, within the United States, with
the result that the transaction was an "offshore transaction" as defined in
Regulation S. The Company made no directed selling efforts, as defined in
Regulation S, in the United States.

Item 3.  Defaults Upon Senior Securities.

         None.


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

         Victor Cantore, a stockholder of the Company, was elected as the
Company's sole director and officer by a written consent executed by holders of
a majority of the Company's outstanding common stock and exchangeable shares.
That written consent also authorized the issuance of 52,000,000 shares of common
stock to Mr. Cantore in consideration for $52,000.

Item 5.  Other Information.

         None.

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

         (a)      EXHIBITS.

         None.


         (b)      REPORTS ON FORM 8-K.

         During the period covered by this report, the Company filed current
reports on Form 8-K on the following dates:

1.       Form 8-K filed with the SEC on October 16, 2001.


                                      -13-
<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: February 14, 2002                        By:  /s/ Victor Cantore
                                                   ----------------------------
                                                        Victor Cantore
                                                        President









                                      -14-