SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                For the quarterly period ended September 30, 2000


                         Commission file number: 0-27645


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


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


       440 Rene Levesque West, Suite 401, Montreal, Quebec Canada H2Z 1V7
              (Address of principal executive offices)           (zip code)


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


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

Yes  [X]   No


At November 13, 2000, there were 26,037,876  shares of the  registrant's  common
stock outstanding.

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<PAGE>


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

                        Consolidated Financial Statements


Financial Statements

     Consolidated Balance Sheets                                      F-2

     Consolidated Operations and Comprehensive Loss                   F-3

     Consolidated Changes in Shareholders'

     Equity (Deficiency)                                              F-4

     Consolidated Cash Flows                                          F-5

     Notes to Consolidated Financial

     Statements                                                  F-6 to 7


                                      F-1
<PAGE>


Planet 411.com Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Unaudited
                                                                -----------
                                                                2000-09-30      2000-06-30
                                                                --------------------------
                                                                         $               $
<S>                                                             <C>            <C>
ASSETS
Current assets
     Cash                                                             3,393         89,837
     Term deposits, 4.25% to 4.8% , maturing
       on March and April 2001                                       21,339         30,901
     Accounts receivable                                              3,019          5,904
     Sales taxes receivable                                          28,073        113,681
     Advances to directors and shareholders, without interest         8,904          9,071
     Prepaid expenses                                                41,676         89,564
                                                                --------------------------
     Total current assets                                           106,404        338,958

Capital assets, net                                                 813,683        941,075
                                                                --------------------------
                                                                    920,087      1,280,033
                                                                ==========================
LIABILITIES
Current liabilities
     Accounts payable                                               899,216        924,382
     Accrued liabilities                                            510,176        554,416
     Promissory notes (note 3)                                      771,941         33,800
     Instalments on long-term debt                                    3,378          8,122
                                                                --------------------------
     Total current liabilities                                    2,184,711      1,520,720
Advances from directors and shareholders,
  without interest or repayment terms                                 6,635         13,520

Redeemable preferred stock of a subsidiary                          285,474        285,474
                                                                --------------------------
                                                                  2,476,820      1,819,714
                                                                --------------------------
SHAREHOLDERS' EQUITY (DEFICIENCY)
Capital stock (note 4)
     Special voting stock, having a par value of
       $0.001, holding a number of votes equal to the
       number of exchangeable shares of 3560309
       Canada Inc. outstanding other than those held
       directly or indirectly by the Company, 1 share
       authorized; 1 share September 30, 2000 and
       1999 issued and outstanding                                     --             --
     Preferred stock, having a par value of $0.001,
       10,000,000 shares authorized; none issued                       --             --
     Common stock, having a par value of $0.001,
       69,999,999 shares authorized; 26,037,876
       (September 30, 2000) and 24,950,841 (June
       30, 2000) issued and outstanding                              26,038         24,951
Contributed surplus                                               4,876,723      3,573,368
Advance payment on capital stock units                            1,304,442
Accumulated other comprehensive income                              128,445         23,570
Deficit accumulated during the development stage                 (6,587,939)    (5,466,012)
                                                                --------------------------
                                                                 (1,556,733)      (539,681)
                                                                --------------------------
                                                                    920,087      1,280,033
                                                                ==========================
</TABLE>


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


                                      F-2

<PAGE>


Planet 411.com Inc.
(A Development Stage Company)
Consolidated Operations and Comprehensive Loss
(In U.S. dollars)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  For the period
                                                                                    1998-07-31
                                                       Three months  Three months   (inception)
                                                          ended         ended         through
                                                        2000-09-30    1999-09-30    2000-09-30
                                                       -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
                                                                 $             $             $
Revenue                                                      7,251          --          13,911
                                                       -----------   -----------   -----------
Operating and administrative expenses
     Salaries                                              365,481       180,374     1,632,775
     Fringe benefits                                        37,536        18,297       222,143
     Subcontracts                                           69,470         5,569       791,821
     Training                                                1,432        26,779
     Advertising and marketing research                    117,874        18,934       619,304
     Transportation                                            896         3,448
     Promotion                                                 536         4,592        65,219
     Rent                                                   38,990        23,355       204,989
     Web hosting and maintenance of licenses               112,575         6,396       712,207
     Equipment rental                                        1,689         9,510
     Maintenance and repairs                                 1,016           333        18,277
     Taxes and permits                                       9,580         4,492        42,953
     Insurance                                                 742         2,142         6,533
     Office supplies and courier                            12,946        11,806       132,339
     Communications                                         11,881         8,269        77,678
     Professional fees                                     113,439        69,973     1,163,770
     Bank charges                                            8,578         3,645        35,262
     Interest on long-term debt                                233           565         4,847
     Service contracts                                         519        94,021
     Travel                                                  7,932         7,387        79,735
     Foreign exchange                                       96,491         4,932        21,737
     Loss on disposal of assets                              8,931         8,931
     Amortization of capital assets                        112,739        53,325       627,572
                                                       -----------   -----------   -----------
                                                         1,129,178       426,714     6,601,850
                                                       -----------   -----------   -----------
Net loss                                                 1,121,927       426,714     6,587,939

Other Comprehensive Income

     Foreign exchange translation adjustment               104,875        26,369       128,445
                                                       -----------   -----------   -----------

Comprehensive loss                                       1,017,052       400,345     6,459,494
                                                       ===========   ===========   ===========

Basic loss per share                                          0.03          0.01          0.28
                                                       ===========   ===========   ===========

Weighted average number of outstanding shares of
common stock (the special voting stock considered as
8,364,998 shares of common stock)                       33,623,045    32,270,044    23,702,314
                                                       ===========   ===========   ===========
</TABLE>

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


                                      F-3

<PAGE>


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

                                                                                                                      Advance
                                                                                                                    payment on
                                                  Special                        Common               Contributed  capital stock
                                                voting stock                      stock                 surplus        units
                                          --------------------------    --------------------------    -----------   -----------
                                           Number of                     Number of
                                            shares          Amount        shares          Amount         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                                                                                  539,000
Foreign exchange translation adjustment
Net loss
                                          -----------    -----------    -----------    -----------    -----------   -----------
Balance at June 30, 1999                            1           --       24,084,315         24,084        934,437       539,000
August 1999, cancellation of common
stock - for cash                                                           (600,000)          (600)       (34,400)
September 1999, capital stock units
issued                                                                      107,800            108        538,892       (539,000)
Foreign exchange translation adjustment
Net loss
                                          -----------    -----------    -----------    -----------    -----------   -----------
Balance at September 30, 1999                       1           --       23,592,115         23,592      1,438,929
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                                                                                1,304,442
Foreign exchange translation adjustment
Net loss
                                          -----------    -----------    -----------    -----------    -----------   -----------
Balance at June 30, 2000                            1           --       24,950,841         24,951      3,573,368     1,304,442
September 2000, capital stock units
issued                                                                    1,087,035          1,087      1,303,355     (1,304,442)
Foreign exchange translation adjustment
Net loss
                                          -----------    -----------    -----------    -----------    -----------   -----------
Balance at September 30, 2000                       1           --       26,037,876         26,038      4,876,723          --
                                          ===========    ===========    ===========    ===========    ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                      Deficit
                                                   Accumulated      accumulated        Total
                                                      other         during the     shareholders'
                                                  comprehensive     development       equity
                                                     income           stage        (deficiency)
                                                 ---------------  --------------  ---------------

                                                     Amount           Amount           Amount
                                                 ---------------  --------------  ---------------
<S>                                                    <C>         <C>            <C>
                                                             $              $              $
Special voting stock (8,364,998 votes)                                               104,444
Balance outstanding on April 20, 1999,
date of reverse takeover                                                             (55,923)
June 1999 - exercise of warrants -
for cash                                                                             910,000
Advance payment on capital stock units                                               539,000
Foreign exchange translation adjustment                (26,472)                      (26,472)
Net loss                                                             (984,546)      (984,546)
                                                   -----------    -----------    -----------
Balance at June 30, 1999                               (26,472)      (984,546)       486,503
August 1999, cancellation of common
stock - for cash                                                                     (35,000)
September 1999, capital stock units
issued
Foreign exchange translation adjustment                 26,369                        26,369
Net loss                                                             (426,714)      (426,714)
                                                   -----------    -----------    -----------
Balance at September 30, 1999                             (103)    (1,411,260)        51,158
October 1999, capital
stock units issued - for cash                                                        350,010
November 1999, capital
stock units issued - for cash                                                        500,010
January 2000, capital
stock units issued - for cash                                                        150,000
March 2000, capital stock
units issued - for cash                                                            1,135,778
Advance payment on capital stock units                                             1,304,442
Foreign exchange translation adjustment                 23,673                        23,673
Net loss                                                           (4,054,752)    (4,054,752)
                                                   -----------    -----------    -----------
Balance at June 30, 2000                                23,570     (5,466,012)      (539,681)
September 2000, capital stock units
issued
Foreign exchange translation adjustment                104,875                       104,875
Net loss                                                           (1,121,927)    (1,121,927)
                                                   -----------    -----------    -----------
Balance at September 30, 2000                          128,445     (6,587,939)    (1,556,733)
                                                   ===========    ===========    ===========
</TABLE>

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


                                      F-4
<PAGE>


Planet 411.com Inc.
(A Development Stage Company)
Consolidated Cash Flows
Consolidated Deficit
(In U.S. dollars)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                         For the period
                                                                                           1998-07-31
                                                              Three months  Three months   (inception)
                                                                 ended         ended        through
                                                               2000-09-30    1999-09-30    2000-09-30
                                                              ------------  ------------  -----------
<S>                                                           <C>             <C>         <C>
                                                                       $             $             $
OPERATING ACTIVITIES
Net loss                                                      (1,121,927)     (426,714)   (6,587,939)
Non-cash item
     Amortization of capital assets                              112,739        53,325       627,572
     Loss on disposal of assets                                    8,931                       8,931
Changes in non-cash working capital items
     Accounts receivable                                           2,885                      (3,019)
     Sales taxes receivable                                       85,608        11,709       (28,073)
     Prepaid expenses                                             47,888       (65,364)      (41,676)
     Accounts payable                                            (63,561)       15,546       713,614
     Accrued liabilities                                         (44,240)       40,455       510,176
                                                              ----------    ----------    ----------
Cash flows from operating activities                            (971,677)     (371,043)   (4,800,414)
                                                              ----------    ----------    ----------
INVESTING ACTIVITIES
Cash position of acquired company                                    263
Term deposit                                                       9,562                     (21,339)
Advances to directors and shareholders                               167                      (9,358)
Other advances                                                    13,695
Proceeds from disposal of assets                                   2,192                       2,192
Capital assets                                                   (64,695)      (33,808)   (1,363,747)
Effect of exchange rate changes                                   99,569        (1,240)      100,332
                                                              ----------    ----------    ----------
Cash flows from investing activities                              46,794       (21,353)   (1,291,658)
                                                              ----------    ----------    ----------
FINANCING ACTIVITIES
Advances to related companies                                    (44,242)
Advance from directors                                               167         5,510        13,687
Repayment of long-term debt                                       (4,744)       (2,224)      (18,524)
Proceeds promissory notes                                        738,760                     772,560
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)      (35,000)
Advance payment on capital stock units                                         350,010     1,843,442
Effect of exchange rate changes                                  104,256        26,369       127,826
                                                              ----------    ----------    ----------
Cash flows from financing activities                             838,439       344,665     6,095,465
                                                              ----------    ----------    ----------
Net increase (decrease) in cash and cash equivalents             (86,444)      (47,731)        3,393
Cash and cash equivalents, beginning of period                    89,837        62,970
                                                              ----------    ----------    ----------
Cash and cash equivalents, end of period                           3,393        15,239         3,393
                                                              ==========    ==========    ==========

SUPPLEMENTARY INFORMATION
Cash paid during the period for interest                             233           565         4,126
                                                              ==========    ==========    ==========
</TABLE>


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


                                      F-5
<PAGE>


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

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

Going concern

The Company's consolidated financial statements for the three-month period ended
September   30,  2000  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 $1,121,927 in
the  three-month  period ended  September 30, 2000 and  $5,466,012 in the period
July 31, 1998  (inception)  through June 30, 2000.  In adition the Company has a
shareholders'  deficiency  of  $1,556,733  and a working  capital  deficiency of
$2,078,307. These factors raise substantial doubt about the Company's ability to
continue  as a going  concern.  The  consolidated  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

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

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

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

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


--------------------------------------------------------------------------------
2 - BASIS OF PRESENTATION

The financial  statements  reflect all adjustments  which are, in the opinion of
management,  necessary to present fairly the Company's  financial position as at
September 30, 2000,  results of operations and  cash-flows  for the  three-month
period ended  September 30, 2000 and 1999.  The financial  statements  should be
read in  conjunction  with the summary of  significant  accounting  policies and
notes to financial  statements  included in the Company's Form 10-K. The results
of  operations  for the  three-month  period  ended  September  30, 2000 are not
necessarily indicative of the results to be expected for the full year.


--------------------------------------------------------------------------------
3 - PROMISSORY NOTES

During the three-month period ended September 30, 2000, the Company received
$545,000* and and issued promissory notes due on demand at any time after
January 1st, 2001. The company also received $193,760* as short term
interest-free demand loans.

                                        2000-09-30    2000-06-30
                                        -----------   -----------
                                  10%        33,181        33,800
                                   5%       545,000
                        Interest-free       193,760
                                        -----------   -----------
                                Total       771,941        33,800
                                        ===========   ===========

Subsequent to September 30th, 2000, the Company received $99,535* as short term
interest-free demand loans.

* Received from certain shareholders

                                      F-6
<PAGE>


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

Stock split

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

Warrants

At September 30, 2000, in connection with the issuance of stock units,  warrants
to purchase 233,340 and 333,340 shares of common stock for $1.50, 111,940 shares
of  common  stock  for  $1.34,  680,106  shares  of  common  stock for $1.67 and
1,087,035 shares of common stock for $1.20 are outstanding.  The warrants expire
October 15, November 30, December 30, 2000, March 29, 2001 and September 5, 2001
respectively.

Stock compensation plan

The following  table  summarizes the changes in the stock option plan during the
quarter:

                                                                        Weighted
                                          Range of       Number          average
                                    exercise price   of options   exercise price
                                    ---------------  -----------  --------------
                                                 $                           $
Outstanding, June 30, 2000             1.38 - 2.00    8,103,723           1.98
Granted                                0.69 - 1.97      729,503           1.55
Cancelled                                     2.00       (9,985)          2.00
                                                     -----------  -------------

Outstanding, September 30, 2000                        8,823,241           1.90
                                                     ===========  =============

Options exercisable, end of period                     1,193,750           2.00
                                                     ===========  =============


                                      F-7
<PAGE>


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

Forward Looking Statements

     The following presentation contains  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange Act of 1934, as amended.  These  statements are
based on our current  expectations and relate to anticipated  future events that
are not  historical  facts,  such as our business  strategies and their intended
results.  Our actual results could differ materially from those set forth in the
forward-looking  statements  as a result  of (i)  changes  in  general  economic
conditions,  (ii) changes in the  assumptions  used in making these  statements,
(iii) our lack of a long-term operating history, (iv) competition generally, and
in the technology sector in particular,  (v) our ability to attract, hire, train
and retain  competent  personnel in a variety of functions,  (vi) our ability to
raise sufficient capital to fund our expansion,  and (vii) our continued ability
to generate virtual stores that attract visitors to our e-merchants' Websites. A
more  complete  (although  non-exhaustive)   description  of  the  risk  factors
applicable  to our  business is found in our Annual  Report on Form 10-K for the
fiscal year ended June 30, 2000.

Results of Operations

     Three-month  Period ended September 30, 2000 compared to Three-month Period
     ended September 30, 1999

     The Company made the first sales of its products and services in the fourth
quarter of its last fiscal year, during which it placed its first virtual stores
online. During the first quarter of the current fiscal year, five more merchants
went online using the Company's solution,  although revenues for the quarter did
not increase  materially from the previous  quarter.  One of these new merchants
reflects the  Company's  change in focus to medium- and  large-scale  retailers,
which are the retailers  that the Company  believes have the most  potential for
profitable  Internet-generated business. The Company believes that the change in
focus will enable it to  increase  its  revenues  significantly  beyond  current
levels, if it obtains sufficient financing,  as discussed below, but there is no
assurance that the Company will be able to do so.

     Operating and  administrative  expenses incurred for the three months ended
September  30, 2000 were  $1,129,178,  an  increase  of  $702,464  from the same
expenses  incurred  during the three months  ended  September  30,  1999.  These
increases represent the cost of growing the Company, building its infrastructure
and product,  hiring and paying  employees,  market  research and  marketing and
expenses  connected with  attempting to arrange  financing.  In particular,  the
increases in the September 2000 expenses over the September 1999 figures reflect
the following:

o    the Company had more  employees,  and those  employees  were earning higher
     salaries  (increase  in salaries  and employee  benefits  over  three-month
     period  from prior  year:  $204,346)  and the Company  also  incurred  more
     consultants' fees during the period;

o    the Company incurred increased  professional fees,  primarily in connection
     with the preparation of the Company's interim  financial  statements and in
     connection with its securities  filings and private placement  negotiations
     (increase: $43,466);

o    the Company  incurred  increased  advertising  and marketing  costs, as the
     Company officially  launched its web-based e-tailing solution for retailers
     (increases: $98,940);


                                       2
<PAGE>


o    the Company incurred increased  subcontract fees as it required  additional
     resources to complete its product  development from both a management and a
     technical point of view (increase: $63,901);

o    the  Company's  web hosting and  maintenance  of licensing  fees  increased
     significantly  as the  Company  has  completed  its pilot  program  that is
     formally launched and functional (increase: $106,179).

     For the quarter  ended  September  30, 2000,  the Company had a net loss of
$1,121,927,  compared to a net loss for the quarter ended September 30, 1999, of
$426,714.  As of September 30, 2000, the Company had an  accumulated  deficit of
$6,587,939, compared to an accumulated deficit of $1,411,260 as of September 30,
1999.


Liquidity and Capital Resources

     During the quarter ended September 30, 2000, the Company received a loan of
$545,000  from a  shareholder.  The loan bears  interest at five  percent and is
payable on demand at any time after  January 1, 2001.  The Company also obtained
interest-free demand loans from two shareholders  (including the shareholder who
made  the  first  loan)  in the  aggregate  amount  of  $193,760  (Cdn.$292,000)
(references  to  Canadian  dollar  amounts  indicate  that  the loan was made in
Canadian  dollars).  At  September  30,  2000,  the  Company  had $3,393 in cash
available to fund operations.  Subsequent to the end of the quarter, the Company
received an additional  $99,535  (Cdn.$150,000)  in the form of an interest-free
demand loan from a third shareholder.

     The Company requires substantial financing within the next thirty (30) days
to continue to fund its  operations at current  levels.  The  Company's  current
monthly operating expenses total approximately  $180,000, of which a substantial
portion is now being provided through financing of trade and other payables with
suppliers  and  other  creditors.   Failure  to  obtain  financing  within  this
time-frame  will  require  the  Company  to  either   substantially  reduce  its
operations or cease operations altogether. Further, the Company anticipates that
it will require additional  financing  aggregating about $3,700,000 to enable it
to expand its operations as currently  planned  through May 2001, and thereafter
will require an additional  $16,000,000  to fund its planned  operations for the
following 18 months,  including the  deployment  of the  Company's  products and
services and the completion of the Company's required infrastructure in terms of
additional  equipment  and  personnel.  The  failure  to obtain  this  long-term
financing  would have a material  adverse  effect on the financial  position and
results of operation of the Company, and would be likely to cause the Company to
sharply reduce the products and services offered and ongoing  development of its
solution.  The Company has no  arrangements  or commitments for any immediate or
long-term financing,  and there is no assurance that the Company will be able to
raise any more working  capital  through equity or debt  financing,  or that any
such financing will be available at commercially reasonable rates.  Furthermore,
any such  financing  may be at terms that could  dilute the  Company's  existing
shareholders.

Item 3. There have been no material  changes from the information  provided with
respect to market risk in the registrant's Form 10-K.


              [The remainder of this page intentionally left blank]


                                       3
<PAGE>


PART II. OTHER INFORMATION


Item 1. Legal Proceedings

        None.


Item 2. Changes in Securities and Use of Proceeds.

     During the quarter ended on September  30, 2000, in lieu of paying  $39,880
in accrued salary,  the Company issued to the executive  officers of the Company
options  to  purchase  an  aggregate  of  350,003  shares of Common  Stock at an
exercise  price of $0.69 per share.  These options  expire on March 2, 2005. The
salary payments that the Company saved were used for general corporate purposes.
During the quarter,  the Company issued  additional  options to its officers and
certain  employees to purchase an aggregate of 379,500 shares of Common Stock at
exercises  prices  ranging  from $1.16 to $1.97 per share.  These  options  also
expire on March 2, 2005. The Company  relied on the exemption from  registration
provided in Regulation S under the Securities Act of 1933, as amended, as all of
the Company's  executive  officers and  employees are Canadian  citizens who are
located in Canada and did not undertake  any  activities in the United States in
connection  with the issuance of the options.  The Company did not engage in any
directed  selling  efforts in the United  States in  connection  with this share
issuance.


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

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

(a)  Exhibits -27 - Financial Data Schedule

(b)  Reports on Form 8K - None were filed in the  quarter  ended  September  30,
     2000.



                                    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: November 13, 2000                          By: /s/ Laval Bolduc
                                                      --------------------------
                                                      Laval Bolduc
                                                      Chief Financial Officer
                                                      (Authorized Signatory)
                                                      Treasurer
                                                      (Chief Accounting Officer)


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