SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                           AMENDMENT NO. 1 FORM 10-KSB


|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                  For the Fiscal year ended November 30, 2001

                        Commission file number: 0-25591

                              Relocate 411.com, Inc
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                       11-3462369
(State or Other Jurisdiction of                        (I.R.S.Employer
Incorporation of Organization)                      Identification No.)

142 Mineola Avenue, Roslyn Heights, New York                 11577
(Address of Principal Executive Offices)                   Zip Code


Registrant's Telephone Number, Including Area Code (516) 773-3085
                                                   ------------------


Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
Title of each class                             on which registered

--------------------                             -------------------

--------------------                             -------------------

--------------------                             -------------------

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
------------------------------------------------------------------------
                                (Title of class)

------------------------------------------------------------------------
                                (Title of class)

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 |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. ( )

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Revenues for year ended November 30, 2001: $0

The aggregate market value of the voting stock held by non-affiliates of the
registrant is $-0-.


Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock, $.0001 par value                         9,950,000
-------------------------------                        ---------
      (Title of Class)                           (Shares outstanding at
                                                    November 30, 2001)


<PAGE>

                             RELOCATE 411.COM, INC.
                                   FORM 10-KSB
                      FOR THE YEAR ENDED NOVEMBER 30, 2001

                                     INDEX

PART I

Item 1              Business

Item 2              Properties

Item 3              Legal Proceedings

Item 4              Submission of Matters to a Vote of
                    Security Holders

PART II

Item 5              Market for the Registrant's Securities
                    and Related Stockholder Matters

Item 6              Management's Discussion and Analysis
                    Or Plan of Operation

Item 7              Financial Statements

Item 8              Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure
PART III

Item 9              Directors, Executive Officers, Promoters and
                    Control Persons; Compliance with Section 16(a)
                    Of the Exchange Act

Item 10             Executive Compensation

Item 11             Security Ownership of Certain Beneficial
                    Owners and Management

Item 12             Certain Relationships and Related
                    Transactions

Item 13             Exhibits and Reports on Form 8-K

Item 14             Controls and Procedures

Signatures

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                                     PART 1

Item 1. Business

BUSINESS - OUR COMPANY

A Summary Of What We Do

We are a development stage Internet based company whose goal is to develop a web
site to be utilized in various real estate services such as relocation, listings
of real estate sales or rentals, mortgage information and other real estate
related information or content.

At present we have no real property and we maintain an office at the officer of
our President, Darrell Lerner, at 142 Mineola Avenue, Roslyn Heights, New York
11577. Our corporate staff consists of three part time people with experience in
the real estate industry. Our telephone number is (516) 773-3085.

Predecessor

On December 19, 1997, we were organized in the State of Delaware under the name
of Stateside Fundings, Inc. We initially adopted a fiscal year ending November
30. On January 26, 2000, the stockholders of Relocate411.com, Inc, a New York
corporation, completed a merger and stock exchange with us. At the same time as
the merger, we issued 5,175,000 shares of our common stock pursuant to a private
placement offering and received net proceeds of 1,354,250. The net proceeds
received were after a payment of $150,000 to redeem 4,100,000 shares of our
common stock from our founder. As part of the merger and stock exchange, we
issued 6,600,000 shares of our common stock to the shareholders of
Relocate411.com, Inc, (New York corporation) in exchange for receiving all of
the shares (66 shares) of Relocate411.com, Inc. Relocate411.com, Inc. became our
wholly owned subsidiary. On January 27, 2000, we filed a certificate of
amendment changing our name to Relocate411.com, Inc.

Industry Background

The Real Estate Industry

The real estate industry accounts for approximately 15% of the gross domestic
product of the United States and is therefore one of the largest sectors of the
economy. The real estate industry is commonly divided into the residential and
commercial sectors. The residential sector includes the purchase, sale, rental,
remodeling and new construction of homes and represents approximately $1
trillion per year. The commercial sector includes the lease, resale, and new
construction of property for businesses and represents approximately $300
billion per year.

The Residential Real Estate Market

Buying a home is the largest financial decision, and represents one of the most
difficult and complex processes, most consumers will ever undertake.

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The process of finding a home begins a lifelong cycle which most consumers will
move through once every seven to eleven years. This cycle tracks major life
events such as employment, marriage, children and retirement.

A significant portion of the United States economy has evolved around helping
consumers as they navigate through this home and real estate cycle. An enormous
network of support services and products exists to assist consumers in finding a
property, building a property, renting or buying a property, moving, owning a
property and selling a property.

Find a Property. The following real estate professionals and organizations
assist consumers in finding a property:

Real Estate Agents. Real estate agents are independent contractors that are
licensed to negotiate and transact the sale of real estate on behalf of
prospective buyers and sellers. There are over 1.0 million real estate agents in
the United States. Consumers spend in excess of $30 billion annually for
assistance with the finding, buying and selling of residential property.

Real Estate Brokers. Real estate brokers are paid a commission to bring buyers
and sellers together and assist in negotiating contracts. Real estate brokers
often have their own independent offices and may employ other licensed real
estate agents. There are over 100,000 real estate brokers in the United States.

Residential Franchisers. There are six major residential franchisers in the
United States: Century 21, Coldwell Banker and ERA, which collectively comprise
the Cendant franchise; RE/MAX; Prudential; and Better Homes & Gardens. These
franchisers together represent thousands of independently owned and operated
real estate offices and hundreds of thousands of real estate professionals in
the United States.

Multiple Listing Services. MLSs operate proprietary networks that provide real
estate professionals with listings of properties for sale, and are regulated by
a governing body of local brokers and/or agents.

There are approximately 800 MLSs nationwide that aggregate local property
listings by geographic location. We estimate that, as of June 30, 2000, MLS
provided approximately 1.47 million resale home listings nationwide.

National Association of Realtors. The NAR is the largest trade association in
the United States that represents real estate professionals. The NAR consists of
residential and commercial realtors, including brokers, agents, property
managers, appraisers, counselors and others engaged in all aspects of the real
estate industry. The NAR has approximately 720,000 members.

Build a Property. In addition to the real estate professionals and organizations
involved in finding a home, the new home market is also served by a large group
of dedicated professionals including:

     o    Home Builders. New homes are built primarily by a limited number of
          national home builders and a much larger number of local volume and

     o    custom builders. In 1999, home builders built over 800,000 homes,
          generating over $160 billion in sales.

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     o    National Association of Home Builders. The NAHB is the second largest
          real estate trade association in the United States. As of December 31,
          1999, the NAHB's members include approximately 197,000 firms.
          Approximately one-third of the NAHB's members are home builders and/or
          remodelers, and the remainder work in closely related fields within
          the residential real estate industry, such as mortgage, finance,
          building age, finance, building products, and building services
          including subcontractors. products, and building services including
          subcontractors.and building services including subcontractors.
          products, and building services including subcontractors.

     o    Rent a Property. Today, over 30 million households in the United
          States reside in rental housing. In addition to real estate agents and
          brokers who assist in the leasing of residential rental units,
          professionals serving this segment of the market include the
          following:

     o    Property Owners. Property owners include owners of individual
          apartment units, multi-family apartment complexes, individual single
          family rental homes or other residential rental properties. Property
          owners o may lease and operate their rental properties themselves or
          outsource those functions to other real estate professionals, such as
          property managers. The residential rental ownership market is highly
          fragmented, with the 50 largest owners of multi-family apartment
          complexes owning approximately 10% of all apartment rental units in
          the United States.

     o    Property Managers. Property managers are typically responsible for
          leasing available rental units, collecting rents, and maintaining the
          property. Property managers typically manage a number of apartment
          complexes, and will employ third party leasing agents to assist them
          with the leasing function. The property manager market is also highly
          fragmented, with the 50 largest property managers, many of whom also
          own their properties, managing approximately 10% of all apartment
          rental units in the United States.

Buy and Sell a Property. Because of the complexity and size of the purchase or
sale transaction, consumers buying or selling a home typically rely upon a
series of professionals, including real estate agents and ancillary service
providers, such as mortgage brokers, title agents, escrow agents, attorneys,
inspectors and appraisers. These professionals and ancillary service providers
offer products and services, such as mortgages, title insurance, credit reports,
appraisals and inspections, that generated in excess of $49 billion in
transactional fees in 1999.


Move. Every time consumers buy, sell or rent a home, they need
assistance with various relocation related services, such as insurance and
moving supplies and services. We estimate that consumers spend over $100 billion
each year for home and apartment moves including moving services and related
product purchases. In addition, real estate transactions often lead to
significant lifestyle changes for consumers, including changing neighborhoods,
schools, shopping malls, banks, grocers, cleaners and other retail
relationships. As a result, consumers need information about the wide range of
available product and service alternatives relating to all aspects of their
relocation.

Maintain a Property. Ownership represents the longest portion of the home
and real estate life cycle. Homeowners purchase a large number of household

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and home related products including furniture, appliances, hardware and
supplies. During this phase of the home and real estate life cycle, homeowners
also require a number of ancillary services, relating to such activities as home
maintenance and repairs, refinancing, remodeling and landscaping. As a result,
homeowners are continuously seeking sources of information to assist them in
locating providers of these products and services.

Challenges in the Real Estate Market

Every participant in the home and real estate life cycle faces a unique set of
challenges:

Home Buyers. In order to dispel the fear of purchasing the wrong home or paying
too much for a home, consumers must be assured that they have considered all
available options. Therefore, home buyers require an extensive amount of
information and several decision tools to help bolster confidence during the
home buying process. To make an informed decision, consumers need access to a
comprehensive listing of homes for sale and require information about specific
neighborhoods and listed prices of comparable homes for sale in a given
geographic location. Once a home has been selected, consumers must consider a
broad range of related services, including mortgage, title, escrow, insurance,
moving and relocation services as well as remodeling alternatives. As a result,
consumers are continually searching for additional information and resources to
assist them in every aspect of the real estate transaction and need a
comprehensive, convenient and integrated source of information that assists them
in each step of the process.

Real Estate Agents and Brokers. Real estate agents and brokers depend on
attracting and retaining customers in order to generate increasing numbers of
transactions. Due to its size and complexity, it is not uncommon for the real
estate transaction to take several months to complete. As a result, the job of
real estate agents and brokers is complicated by a variety of factors. Therefore
real estate agents and brokers are looking for additional opportunities to
market their services, become more productive and compete more effectively for
transactions. In addition, they seek greater efficiency in disseminating
information to their prospective clients and are looking for tools that can help
them streamline their current practices.

Home Builders. Home building and real estate professionals who focus on new
homes and new home developments also depend on attracting and retaining
customers in order to sell new properties in a timely manner. However, home
builders have not developed an infrastructure similar to an MLS to aggregate,
update and share data regarding available inventory. Nor do they have the
infrastructure to communicate this information to potential buyers. As a result,
home building and real estate professionals continue to seek new ways to market
their products and services and inform prospective home buyers of the
availability of new properties. Renters, Property Managers and Owners. To make
an informed decision, renters need access to comprehensive information about
available rental units, specific neighborhoods and rental prices in a given
geographic location. Because of the high turnover rate in rental units, property
managers and owners must regularly attract new tenants to minimize their vacancy
rates. We estimate that approximately $1.8 billion was spent in 1999 to market
apartments and rental homes. The rental market has not developed a central
repository for comprehensive listings accessable by potential renters nationwide
and property managers and owners are

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continuously seeking to market their available units in a cost-effective
manner.

Ancillary Service Providers. Consumers require a variety of products and
services throughout the home and real estate life cycle. The real estate
transaction provides service providers and retailers the opportunity to target
consumers at a time when they are shifting their buying patterns. Providers and
retailers of these products or services need an effective mechanism to reach
consumers who are most interested in their offerings. Ideally, these providers
of products and services would have a centralized location where they could
advertise their offerings to a target group of consumers who are engaged in the
real estate process.

The Internet and Real Estate

The emergence and acceptance of the Internet is fundamentally changing the way
that consumers and businesses communicate, obtain information, purchase goods
and services and transact business. Because of its size, fragmented nature and
reliance on the exchange of information, the real estate industry is
particularly well suited to benefit from the Internet. The real estate industry
currently spends $3.5 billion a year on advertising and print media. Traditional
sources of advertising and print media, including classifieds and other off-line
sources, are not interactive and are limited by incomplete and inaccurate data
that is local in scope and is typically disseminated on a weekly basis. These
traditional sources also lack content that can be searched based on specified
terms, a centralized database of information and the ability to conduct two-way
communications. The Internet offers a compelling means for consumers, real
estate professionals, home builders, renters, property managers and owners and
ancillary service providers to come together to improve the dissemination of
information and enhance communications.

We plan on pioneering the use of the Internet to bring the real estate industry
online and to enable real estate industry participants to benefit from the
Internet.

Our Strategy

Our objective is to provide people who are unfamiliar with a new city with the
resources they need to make an informed decision on where exactly they want to
move to. The key elements of our strategy will include connecting consumers and
professional service providers by increasing the content and relevant data
available on our web site.

Increase Usage of Our Web Site. We will seek to increase the number of people
using our web site as well as the amount of time they will spend there. We plan
to develop distribution arrangements with Internet portals.

We intend to pursue distribution relationships with high traffic web sites and
web sites offering real estate related services. We also expect to increase our
marketing efforts in traditional media, such as newspaper advertisements, radio
and television promotions. We also intend to add features and content to our web
site designed to encourage users to spend more time on our web site.

Industry Professionals. We plan on developing relationships with key real estate
industry participants, such as the NAR, the NAHB, MLSs, brokers and builders in
order to provide us with a distinct competitive advantage. These relationships
will provide us with opportunities to market our

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services to their members. These relationships also allow us to provide
consumers with comprehensive information and resources related to all aspects of
the home and real estate life cycle, such as real estate listings and
neighborhood information, directories of REALTORS and real estate news. We plan
to pursue additional or broader listing and marketing relationships with key
industry participants.

Develop and Extend Our Brand Recognition. As more consumers and real estate
professionals utilize the Internet for their real estate needs, we believe that
brand awareness will provide us with a significant competitive advantage. We
plan to expand our marketing efforts with advertising campaigns in traditional
media as well as on the Internet in order to build greater recognition for our
web site.

Incorporate Emerging Internet Technologies. We believe the evolution of the
Internet will provide us with the opportunity to move more real estate related
information and activities onto the Internet.

Products and Services

Our site will enable potential home buyers to browse, free of charge, from our
searchable database. We plan to have content arrangements with Multiple Listing
Services across the United States to provide the listings. Our property listings
will typically provide information that is significantly more detailed and
timely than that included in alternative media channels, such as newspaper
classified advertisements. A Multiple Listing Service operates proprietary
networks that provide real estate professionals with listings of properties for
sale and are regulated by a governing body of local brokers and/or agents. We
will receive the balance of our listings from real estate brokers. We will also
provide "for sale by owner" listings.

We plan on providing decision support tools, such as mortgage calculators and
finance worksheets, information concerning the home buying and selling process
and features such as city profiles that aid users in evaluating the attributes
of particular neighborhoods or geographic locations, including but not limited
to school district ratings, neighborhood profiles, restaurant ratings,
information on places of worship and local social events.

Our Find a Home feature will allow potential home buyers to search our database
of home listings. The user will select a geographic region or a specific MLS
property identification number. The user can refine their home search by
selecting neighborhood and home characteristics. Our search engine will return a
list of homes ranked by their conformity to the users' search criteria. The
search results will provide pictures of the homes, if available, descriptions of
the properties, the name and contact information of the agent that represents
the home seller and, for certain homes, virtual tours. For agents, the
consumer's search results will also provide a direct link to their personalized
web site displaying each property listed by the agent.

Our Find a Realtor featurewill allow a user to contact a realtor to buy or sell
a home in a given geographic area. The user will be able to search for realtors
who specialize in the cities or zip codes specified by the user. Users will also
be able to search by keyword and/or by office name or name of the realtor. We
will provide a list of realtors meeting the search criteria, which includes a
link to each realtor's home page, their office

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name, phone and fax numbers, their e-mail address and a brief description of
their specialty.

We intend to create a separate area of the site that will cater specifically to
college students by compiling an extensive list of off-campus housing listings
at major universities throughout the country. This particular area of the real
estate market is one of constant turnover and large demand. Students move into
new off-campus housing on a year to year basis and we feel we can fill the
demand that exists among both the students seeking housing and the owners trying
to rent their properties. Access to these listings will be free to site visitors
and those who place the listings online will be charged a small listing fee. We
anticipate advertising in college newspapers and publications as well as through
word of mouth.

Our Find a Neighborhood feature will enable users to locate desired
neighborhoods by searching information such as quality of schools, crime rate,
average home cost, and urban/rural profiles. Once a profile has been
established, our search engine will return a map ranking geographic areas
according to the user's criteria.

Real Estate Agents. This search will enable users desiring to find a realtor to
assist them in their new home search in a specified geographic area. After
entering search criteria, the results will display a list of agents by real
estate office. By clicking on the agent's name, users go to the selected agent's
home page. Links to real estate office are also available. Properties listed on
our web site will include large multi-family apartment complexes as well as
smaller, single family homes.

Multi-Family Apartment Complexes. We will offer property owners and managers of
multi-family apartment complexes the opportunity to list basic rental
information free of charge. Basic listing information is a text-based
presentation of information which will summarize rental listings in a manner
similar to that which might be found in a local listing publication. We will
also offer enhanced features to owners and managers for a monthly subscription
fee. These enhanced features can include:

     o    color photos and detailed property and rental unit descriptions for
          all unit types, including monthly rental ranges;

     o    premium placement of listings at the top of rental search results
          returned, as well as links to an owner's or manager's web page;

     o    maps and driving instructions to the property;

     o    inquiries from renters inquiring about specific properties sent by
          electronic e- mail; and

     o    detailed monthly reports of web page and lead activity. Single Family
          Homes. Owners of individual units or small buildings listed with a
          realtor, and in some areas other real estate professionals, can list
          their available rental units with the individual unit listing service.
          The owner completes a form which contains up to 24 standard features
          about the unit and its amenities. The owner can also designate special
          amenities about the unit and have a photo of the unit posted for an
          additional fee. We plan on offering these services to real estate
          professionals on a subscription basis. We plan on selling Internet
          banner advertising and sponsorships on our web site to advertisers
          other than property owners and

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          property managers, and plan to offer a fee-based consumer service. The
          consumer service allows consumers to receive access to less widely
          disseminated rental listings in markets where vacancies are very low,
          such as in New York City, San Francisco and Seattle.

Property Listings. The property listings feature will provide access to
commercial property listings by linking to a comprehensive collection of web
sites containing commercial property listings. By providing access to a
centralized resource for commercial property links, we will enable commercial
real estate professionals to connect quickly and easily to web sites containing
listings that were not previously accessible from a single source.

Real Estate Industry Relationships

We plan on establishing relationships with a number of important participants in
the real estate industry. These will include relationships with the NAR and the
NAHB, our content relationships with brokers, homebuilders and MLSs and our
marketing relationships with major real estate franchises.

Sales and Marketing

An important element of our business strategy is to build brand recognition
around our web site and our products and services.

Competition

We believe that the principal competitive factors in attracting consumers to our
web site will be:

     o    the total number of listings and the number of listings for the o
          consumer's specific geographic area of interest available on our web
          site;
     o    the parties with which web site operators have listing, marketing or
          distribution relationships;
     o    the quality and comprehensiveness of general real estate related,
          particularly home-buying, information available on our web site;
     o    the availability and quality of other real estate related products and
          services available through our web site; and
     o    the ease of use of our web site.

We believe that the principal competitive factors in attracting advertisers,
content providers and real estate professionals to our web site will be:

     o    the number of visitors to our web site;
     o    the average length of time these visitors spend viewing pages on our
          web site;
     o    our relationships with, and support for our services by, the NAR and
          the NAHB; and

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     o    our relationships and national contracts with the major home builders
          and rental property owners and managers in the United States.

Our main existing and potential competitors for home buyers, sellers and renters
and related content include:

     o    web sites offering real estate listings together with other related
          services, such as Apartments.com, CyberHomes, HomeHunter.com, o
          HomeSeekers, iOwn, LoopNet, Microsoft's HomeAdvisor,
          NewHomeNetwork.com and RentNet;

     o    web sites offering real estate related content and services such as o
          mortgage calculators and information on the home buying, selling and
          renting processes;

     o    general purpose consumer web sites, such as AltaVista and Yahoo that
          also offer real estate-related content; and

     o    traditional print media such as newspapers and magazines.

Our main existing and potential competitors for advertisements may include:

     o    general purpose consumer web sites such as AltaVista, America Online,
          Excite, Lycos, Netscape's Netcenter and Yahoo;

     o    general purpose online services that may compete for advertising
          dollars;

     o    online ventures of traditional media, such as Classified Ventures; and

     o    traditional media such as newspapers, magazines and television.

The barriers to entry for web-based services and businesses are low, making it
possible for new competitors to proliferate rapidly. In addition, parties with
whom we plan to have listing and marketing agreements could choose to develop
their own Internet strategies or competing real estate sites upon the
termination of their agreements with us. Many of our existing and potential
competitors have longer operating histories in the Internet market, greater name
recognition, larger consumer bases and significantly greater financial,
technical and marketing resources than we do.

Operations

We will maintain our computer system at our corporate headquarters. Our
operations are dependent upon our ability to protect our systems against damage
from fire, hurricanes, power loss, telecommunications failure, break-ins,
computer viruses and other events beyond our control. We will maintain access to
the Internet through third-party providers. Any disruption in our Internet
access, failure of our third party providers to handle higher volumes of users
or damage or failure that causes system disruptions or other significant
interruptions in our operations could have an adverse effect on our business.

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GOVERNMENT AND STATE REGULATION

Internet Law

Our website is not currently subject to direct federal laws or regulations
applicable to access, content or commerce on the Internet. However, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations may be adopted with respect to the Internet covering issues
such as:

*   user privacy;
*   freedom of expression;
*   pricing;
*   content and quality of products and services;
*   taxation;
*   advertising;
*   intellectual property rights; and
*   information security

The adoption of any such laws or regulations might decrease the rate of growth
of internet use, which in turn could decrease the demand for our services,
increase the cost of doing business or in some other manner have a material
adverse effect on our business, financial condition and operating results. In
addition, applicability to the Internet of existing laws governing issues such
as property ownership, copyrights and other intellectual property issues,
taxation, libel, obscenity and personal privacy is uncertain. The vast majority
of such laws were adopted prior to the advent of the Internet and related
technologies and, as a result, do not contemplate or address the unique issues
of the Internet and related technologies.

EMPLOYEES

We employ three people on a part-time basis. We will employ additional people as
we continue to implement our plan of operation. None of our employees are
covered by a collective bargaining agreement, and we believe that our
relationship with our employees is satisfactory.

Item 2. Properties

      We currently use office space in a building located at 142 Mineola Avenue,
Roslyn Heights, New York. The primary tenant is Darrell Lerner, our President.
The lease for such premises is in the name of International Global
Communications, Inc., a company owned by Byron Lerner, one of our shareholders
and the father of Darrell Lerner, our sole officer and director. The lease
provides for monthly rental payments of $475 and presently expires February 28,

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2003. There is an extension period that commences March 1, 2003 until February
28, 2004 at the rate of $500 per month.

Item 3. Legal Proceedings

To the best of our knowledge, there are no known or pending litigation
proceedings against us.

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

None

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters


There is no established public trading market for our Common Stock.


Number of Shareholders as of November 30, 2001 - 5

Dividends
We currently intend to retain future earnings, if any to support our growth. Any
payment of cash dividends in the future will be dependent upon: the amount of
funds legally available therefore; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.

RECENT SECURITIES TRANSACTIONS

On January 26, 2000 we issued the following shares: (i) 2,200,000 shares to
Darrell Lerner, 2,200,000 shares to Byron Lerner and 2,200,000 shares to Barry
Manko in reliance on the exemption under Section 4(2) of the Securities Act of
1933, as amended (the "Act"). The shares were issued as part of the transaction
between us and Relocate411.com, Inc., a New York corporation ("NY Relocate")
whereby we acquired all of the shares of NY Relocate and it became our wholly
owned subsidiary. Each share of NY Relocate was converted into 1000 of our
shares. Darrell Lerner, Byron Lerner and Barry Manko each held 2,200 shares of
NY Relocate prior to the transaction; (ii) 900,000 shares to James Tubbs in
reliance on the exemption under Section 4(2) of the Act for consideration of
$900 or $.001 per share; (iii) 60,000 shares to Grushko & Mittman in reliance on
the exemption under Section 4(2) of the Act for legal services rendered valued
at $20,000 or $.3333 per share

In addition, on January 26 2000, we completed a private placement of our shares
by raising $1,550,000 and issuing a total of (i) 5,115,000 shares of Common
Stock to 10 "accredited investors" and (ii) 5,115,000 Warrants to purchase
5,115,000 shares of Common Stock at an exercise price of $.75 per share (the
"Private Placement"). One share of our common stock and one

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warrant (collectively, a "Unit") were valued at $.333 per Unit. Such securities
were sold in reliance on an exemption from registration under Section 4(2) of
the Securities Act of 1933. The following sets forth the identity of the class
of persons to whom we sold these shares and the amount of shares and warrants
for each shareholder:

                              Shares          Warrants         Consideration
                              ------          --------         -------------
Austost Anstalt Schaan        1,500,000       1,500,000         $500,000
Balmore Funds, S.A.           1,500,000       1,500,000         $500,000
Amro International, S.A.        791,250         791,250         $250,000
ICT N.V.                        150,000         150,000          $50,000
Leval Trading, Inc.             450,000         450,000         $150,000
Nesher, Inc.                    150,000         150,000          $50,000
Talbiya B. Investments          166,500         166,500          $50,000
Libra Finance, S.A.             198,000         198,000
J. Hayut                        139,500         139,500
Hyett Capital Ltd.               69,750          69,750

The shares of our common stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance of such shares by us not involving a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which it sold a high number of shares to a high number
of investors. In addition, these shareholder had the necessary investment intent
as required by Section 4(2) since they agreed to and received a share
certificate bearing a legend stating that such shares are restricted pursuant to
Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares
would not be immediately redistributed into the market and therefore not be part
of a "public offering." Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for this transaction.

On February 7, 2001 we issued the following shares: (i) 2,100,000 of our shares
to Darrell Lerner; (ii) 2,100,000 of our shares to Byron Lerner; (iii) 140,000
of our shares toGrushko & Mittman. All such issuances relied on the exemption
under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). Of
such amount, Darrell Lerner and Byron Lerner each received 2,100,000 shares as
compensation for accrued salarie valued at $.01 per share of $42,000; and
Grushko & Mittman were issued 140,000 shares for legal services rendered to us
valued at $.01 per share at $1,400.

The shares of our common stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance of such shares by us not involving a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of

                                    Page 14

<PAGE>

shares offered. We did not undertake an offering in which it sold a high number
of shares to a high number of investors. In addition, these shareholder had the
necessary investment intent as required by Section 4(2) since they agreed to and
received a share certificate bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.

During the year ended November 31, 2001, we repurchased 7,065,000 shares of our
common stock for a total consideration of $1,151,672

In September, 2002, we completed a Regulation D, Rule 506 Offering in which we
issued a total of 1,000,000 shares of our common stock to 34 shareholders for an
aggregate offering price of $25,000. The following sets forth the identity of
the class of persons to whom Relocate sold these shares and the amount of shares
for each shareholder:


Frank Massaro                          16,000
Michael and Thelma Hartman             40,000
Nicholas A. Waslyn                     20,000
Eric Tjaden                            26,000
Margaret Indelicato                    16,000
Juan C. Morales                         4,000
Sheldon Shalom                          4,000
Patricia Faro                           4,000
Philip Mazzella                        16,000
Richard Zapolski                       16,000
William Grimm                           8,000
Richard Volpe                          16,000
Mark J. Parendo                        20,000
Mitch Hershkowitz                      20,000
Kristine Gentile                        4,000
Robert M. J. Hartman                   20,000
Danielle L. Hartman                    20,000
Martin Miller                          60,000
Dolores E. Miller                     100,000
Dolores E. Miller                      20,000
Drew Goldberg                          10,000
Carol Sitte                            50,000
Karen Pasteressa                       20,000
Desert Green, Inc.                     40,000
Robert Giambrone                       50,000
Anthony Giambrone                      60,000
Melvin D. Bernstein                    52,000
Linda Bernstein                        28,000
Beth Sussman                           40,000
Jeffrey Wenzel                         40,000
Tracey Wenzel                          40,000
Harold Sussman                         40,000
Amy Sussman                            40,000
Meg L. Sussman                         40,000

                                    Page 15

<PAGE>

The Common Stock issued in the Company's Regulation D, Rule 506 offering was
issued in a transaction not involving a public offering in reliance upon an
exemption from registration provided by Rule 506 of Regulation D of the
Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the
Securities Act of 1933, these shares qualified for exemption under the Rule 506
exemption for this offerings since it met the following requirements set forth
in Reg. ss.230.506:

(A) No general solicitation or advertising was conducted by the Company in
connection with the offering of any of the Shares.


(B) At the time of the offering the Company was not: (1) subject to the
reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
"investment company" within the meaning of the federal securities laws.

(C) Neither the Company, nor any predecessor of the Company, nor any director of
the Company, nor any beneficial owner of 10% or more of any class of the
Company's equity securities, nor any promoter currently connected with the
Company in any capacity has been convicted within the past ten years of any
felony in connection with the purchase or sale of any security.

(D) The offers and sales of securities by the Company pursuant to the offerings
were not attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its states.

(E) None of the investors are affiliated with any director, officer or promoter
of the Company or any beneficial owner of 10% or more of the Company's
securities.

Please note that pursuant to Rule 506, all shares purchased in the Regulation D
Rule 506 offering completed in September 2002 were restricted in accordance with
Rule 144 of the Securities Act of 1933.

                                    Page 16

<PAGE>

On September 7, 2002, we issued 250,000 shares to Anslow & Jaclin, LLP in
reliance on the exemption under Section 4(2) of the Securities Act of 1933, as
amended (the "Act") for legal services rendered to us.

The shares of our common stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance of such shares by us not involving a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which it sold a high number of shares to a high number
of investors. In addition, these shareholder had the necessary investment intent
as required by Section 4(2) since they agreed to and received a share
certificate bearing a legend stating that such shares are restricted pursuant to
Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares
would not be immediately redistributed into the market and therefore not be part
of a "public offering." Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for this transaction.

We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.



Item 6. Management's Discussion and Analysis or Plan of Operation

The following  discussion and analysis  provides  information  which  management
believes  is  relevant  to an  assessment  and  understanding  of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing in this prospectus.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.

Overview

During the past year, our operations have been devoted primarily to developing a
business plan, developing and designing our website, preparing to bring the
website online and raising capital for future operations and administrative
functions. We are completing a website to be utilized in various real estate
services such as relocation, listings of real estate sales or rentals, mortgage
information and other real estate related information or content. We have not
spent any money for research and development.

Development stage expenses during the twelve months ended November 30, 2001 and
November 30, 2000 were $52,870 and $253,788 respectively. The expenses incurred
were primarily due to salaries and benefits as well as various consulting,
managerial and professional services in connection with our development of a
business plan and the corporate formation. On-going increases to development
stage expenses are anticipated.

Plan of Operation

During the next twelve months, we expect to take the following steps in
connection with the development of our business and the implementation of our
plan of operations:

*    within 30 days of effectiveness of this registration  statement dated ,2003
     seek a  listing  for  quotation  on the NASD OTC  Bulletin  Board and begin
     discussions with various potential real estate consultants to assist us, as
     well as companies within the industry to partner with;

                                    Page 17
<PAGE>

*    within 60 days of effectiveness of this registration statement dated      ,
     2003, identify funding options to raise additional capital for the company
     and key geographic markets to target during our first phase of operations

*    hire and train additional staff, including management, marketing staff, and
     administrative personnel; We anticipate hiring at a minimum 10 employees in
     the next twelve months;

*    Initiate substantive construction of our corporate website;

Each of these steps present significant risks with respect to our ability to
implement our plan of operations, which are discussed in the "Risk Factors"
section of this prospectus. You should carefully review these risks prior to
participating in the offering.

We intend to grow through internal development andstrategic alliances.

Because of uncertainties surrounding our development and limited operating
history, we anticipate incurring development stage losses in the foreseeable
future. Our ability to achieve our business objectives is contingent upon its
success in raising additional capital until adequate revenues are realized from
operations.

Capital Resources and Liquidity.

As of November 30, 2001, we had approximately $0 in cash. Our general and
administrative expenses are expected to average $1,500 per month for the next 12
months. We believe we have sufficient cash to meet our minimum development and
operating costs for the next 12 months. We will need to raise additional capital
to continue our operations past 12 months, and there is no assurance we will be
successful in raising the needed capital.

Cash Requirements and Additional Funding

The only cash requirements we presently have are for professional fees. We
estimate this amount to be approximately $1,500 per month. Our present cash
available should be able to satisfy this for the next six month period. Due to
difficult market conditions, we are focusing on growing through strategic
alliances without the necessity of outlaying cash.

PERIOD FROM DECEMBER 19, 1997 (DATE OF INCEPTION) THROUGH NOVEMBER 30 , 2002

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset our business
development expenses.

Net loss since inception has amounted to $236,904, primarily consisting of
salaries, accounting and legal fees, website development fees, rent and general
administrative expenses. The accounting and legal expenses were in connection
with our annual and quarterly regulatory filings.

TWELVE MONTHS ENDED NOVEMBER 30, 2001 AND NOVEMBER 30, 2000

Development stage income during the twelve months ended November 30, 2001 was $0
as compared to $0 for the twelve months ended November 30, 2000. Expenses for
the twelve months ended November 30, 2001 were $52,870 primarily consisting of
salary, accounting and legal fees. These fees are related to our quarterly
regulatory filings. Expenses for the twelve months ended November 30, 2000 were
$253,788 primarily consisting of salary, accounting and legal fees in connection
with our daily operations and quarterly regulatory filings.


                                    Page 18

<PAGE>

Item 7. Financial Statements

                               Marvin Kirschenbaum
                           Certified Public Accountant
                        332 Meehan Avenue - Reads Landing
                       West Lawrence, New York 11691-5431
                                 (516) 239-3704

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors
Relocate411.com, Inc.
142 Mineola Avenue
Roslyn Heights, New York 11577

Gentlemen:

I have audited the accompanying balance sheet of Relocate411.com, Inc. formerly
known as Stateside Funding, Inc. (a development stage company) as of November
30, 2002 and the related statements of operations and cash flows for the year
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit. The accompanying consolidated balance sheet as of
November 30, 2001, and the related consolidated statements of operations and
cash flows for the year ended were audited by another auditor. The auditor
expressed in his report dated February 28, 2002 an unqualified opinion on those
statements.

I conducted my audit in accordance with generally accepted auditing standards.
These standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Relocate 411.com, Inc. as of
November 30, 2002, and the statement of operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

As discussed above, the consolidated financial statements of the Company as of
and for the year ended November 30, 2001 were audited by another auditor. A
described in Note 4, these consolidated financial statements have been revised
to include the disclosure set forth in accordance to SOP 98-5 , "Reporting the
Costs of Start-Up Activities". I audited the disclosure in Note 4. In my
opinion, the disclosure for 2001 in Note 4 is appropriate.

However, I was not engaged to audit, review, or apply any procedures to the 2001
consolidated financial statements of the Company other than with respect to such
disclosure and, accordingly, I do not express an opinion or any other form of
assurance on the 2002 consolidated financial statements taken as a whole.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
company, and has no income since inception, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to this
matter, specifically the proposed public offering, are also described in Note
10. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Marvin Kirschenbaum

CERTIFIED PUBLIC ACCOUNTANT

February 12, 2003

                                        2

<TABLE>
<CAPTION>

                             RELOCATE411.COM, INC.
                   Formerly known as Stateside Funding, Inc.
                         (A Development Stage Company)

                                 BALANCE SHEETS

                                     ASSETS


                                                           November 30,
                                                        2002          2001
                                                        ----          ----
CURRENT ASSETS
<S>                                                    <C>          <C>
    Cash                                               $ 20,519
                                                       --------
         Total current assets                            20,519

FIXED AND OTHER ASSETS
    Property and equipment at cost, net of
       accumulated depreciation                           4,473     $ 6,472
                                                       --------      ------

TOTAL ASSETS                                           $ 24,992     $ 6,472
                                                       ========     =======

                      LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
    Accrued liabilities                                $            $ 1,100
    Accounts payable                                                    630
    Loans payable                                        14,397       8,867
    Income tax payable                                    6,025       5,525
                                                       --------     -------
         Total Current Liabilities                       20,422      16,122
                                                       --------     -------

STOCKHOLDERS EQUITY

    Preferred stock, $0.0001 par value 10,000,000
       shares authorized and none issued in 2002
       and 2001                                              --          --
    Common stock, $0.0001 par value, 50,000,000
       shares authorized, 11,200,000 shares
       outstanding in 2002 and 9,950,000 in 2001          1,827       1,702
    Treasury stock (7,065,000 shares at cost)        (1,151,672) (1,151,672)
    Additional paid-in-capital                        1,403,396   1,373,521
    Accumulated (deficit)                              (248,981)   (233,201)
                                                     -----------  ----------

        Total Stockholders' Equity                        4,570      (9,650)
                                                     -----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 24,992     $ 6,472
                                                     ===========  ==========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                        3
<TABLE>
<CAPTION>

                             RELOCATE411.COM, INC.
                   Formerly known as Stateside Funding, Inc.
                         (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                                                    For the years ended
                                                        November 30,
                                                        ------------
                                                   2002              2001
                                                   ----              ----

EXPENSES:
<S>                                                <C>              <C>
Salaries and benefits                              $      --        $ 42,000
General and administrative                            15,280          10,870
                                                   ---------        --------
Total expenses                                        15,280          52,870
                                                   ---------        --------
(Loss) before Other Income                           (15,280)        (52,870)
                                                   ---------        --------
OTHER INCOME (EXPENSE):
Interest income                                           --          26,080
                                                   ---------        --------
Total Other Income                                        --          26,080
                                                   ---------        --------
(Loss) before provision for income taxes             (15,280)        (26,790)
Provision for income taxes                               500             500
                                                   ---------        --------
Net income (loss)                                  $ (15,780)      $ (27,290)
                                                   =========       =========
Net profit (loss) per common share
based upon 10,262,500 and 15,930,000
(weighted average) shares, respectively            $  (0.002)      $   (0.02)
                                                   =========       =========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       4
                             RELOCATE411.COM, INC.
                    Formerly known as Stateside Funding, Inc.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                                                       For the years ended
                                                          November 30,
                                                          -----------
                                                        2002          2001
                                                        ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                             $  (15,780) $   (27,290)
Adjustment to reconcile net (loss)to net cash
   used in operating activities:
       Amortization and depreciation                      1,999        2,292
       Common stock issued for services                   5,000       43,400
       Proceeds from shareholder loan                                  8,867
              Change in assets and liabilities:
         (Increase) Decrease in interest receivable          --       10,008
         Increase (decrease) accounts
             payable and accrued liabilities              4,300       (5,988)
                                                         ------     ---------
       Net Cash Used in Operating Activities         $   (4,481) $    31,289
                                                          -----      --------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from private placement                          25,000        --
Decrease (Increase) in loan and notes receivable           --      1,112,602
Acquisition of Treasury Stock                              --     (1,151,672)
                                                      ---------     --------
       Net Cash Provided by Financing Activities         25,000      (39,070)
                                                        --------    -------
INCREASE (DECREASE) IN CASH                          $   20,519  $    (7,781)

Cash - beginning of year                                    --         7,781
                                                         ------        -----
Cash - end of year                                   $   20,519  $     - 0 -
                                                         =======       =====
Supplemental Disclosures:

     Non cash issuance of 200,000 and
     4,340,000 common shares of stock @ $.0001
     par value in 2002 and 2001, respectively              --            --
                                                        ========      ======

   The accompanying notes are an integral part of these financial statements

                                       5


                              RELOCATE411.COM, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002

NOTE 1 - BASIS OF PRESENTATION

Business

Relocate411.com, Inc., formerly known as Stateside Funding, Inc., was organized
under the laws of the State of Delaware on December 19, 1997 and has adopted a
fiscal year ending November 30th. The Company is considered a development stage
since it is devoting substantially all of its efforts to establishing a new
business. Its planned principal operations have not yet commenced and there have
been no revenues to date. The Company is developing a web site to be utilized in
various real estate services such as relocation, listings of real estate sales
or rentals, mortgage information and other real estate related information or
content.

Organization

On January 26, 2000, the stockholders of Relocate411.com, Inc., a New York
Corporation incorporated on August 24, 1999, completed a merger and stock
exchange with Stateside Funding, Inc., a Delaware Corporation, resulting in a
recapitalization of Stateside Funding, Inc., the acquirer. Relocate411.com, Inc.
merged into Stateside Funding, Inc. Stateside Funding, Inc. acquired all of the
assets and liabilities of Relocate411.com, Inc.

Under the terms of the Merger Agreement, each share of Relocate411.com, Inc.
common stock converted into one hundred thousand shares of Stateside Funding,
Inc. common stock. Contemporaneously, with the merger, Stateside Funding, Inc.
issued 5,175,000 shares of its common stock in a private placement transaction,
receiving net proceeds of $1,354,250. The net proceeds received were after a
payment of $150,000 to redeem 4,100,000 share of common stock from the founder
of Stateside Funding, Inc. As part of the merger, Stateside Funding, Inc. then
issued 6,600,000 common shares to Relocate411.com, Inc. in exchange for the 66
shares held by the stockholders of Relocate 411.com, Inc.

The financial statements reflect that of the acquirer, Stateside Funding, Inc.,
the entity that survived the merger. The Accumulated Deficit of Stateside
Funding, Inc. as of January 26, 2000 was $ 1,303.

On January 27, 2000, Stateside Funding, Inc. filed a Certificate of Amendment
changing their name to Relocate 411.com, Inc.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities and Operations:

All costs incurred in development activities are charged to operations as
incurred. The Company has not produced any revenues from operations.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those amounts.

                                        6


                              RELOCATE411.COM, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments:

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires
disclosure of the fair value information whether or not recognized in the
balance sheet, where it is practicable to estimate that value. The carrying
value of cash, cash equivalents, accounts receivable and notes payable
approximates fair value.

Impairment of Long-Lived Assets:

Company's management believes that any evaluation necessitated through the
adoption of SFAS 121, "Accounting for the Impairment Long-Lived Assets and for
Long-Lived Assets to be Disposed of." will not be material.

Fixed Assets:

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the related assets, which range from five to ten years. Depreciation
expense for the years ended November 30, 2002 and 2001 is $1,999 and $2,292,
respectively.

Loss Per Common Share:

The Company has adopted Financial Accounting Standards Board (FASB) Statement
No. 128, "Earnings per Share". The Statement establishes standards for computing
and presenting earnings per share (EPS). It replaced the presentation of primary
EPS with a presentation of basic EPS and also requires dual presentation of
basic and diluted EPS on the face of the income statement. The statement was
retroactively applied to the prior loss per share but did not have any effect.

Basic loss per share was computed by dividing the Company's net loss by the
weighted average number of common shares outstanding during the period. There is
no presentation of diluted loss per share as the effect of common stock options,
warrants and convertible debt amount are antidilutive. The weighted average
number of common shares used to calculate loss per common share during the year
ended November 30, 2002 and 2001 was 10,262,500 and 15,930,000, respectively.

NOTE 3 - NOTE RECEIVABLE

On May 25, 2000, the Company loaned $1,117,602 to Teltran International Group,
Ltd., a publicly held company presently trading on the NASD OTC Pink Sheets.
Some of Teltran's stockholders and officers own approximately 42% of Relocate.
The loan bore interest at 9 1/2% annually and was secured by a promissory note
Teltran pledged its one share of Teltran Web Factory, Ltd. a wholly owned
foreign subsidiary of Teltran as well as issuing 250,000 warrants exercisable
from May 25, 2000 to May 24, 2005 to purchase Teltran common stock at a price of
$1.10 per share.

                                        7


                              RELOCATE411.COM, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002

NOTE 3 - NOTE RECEIVABLE (continued)

On March 2, 2001 the Company received preferred shares in NCTN Networks, Inc. in
full settlement of the note receivable and the outstanding interest. The Company
retained the warrants it received and returned all Teltran shares certificates,
which were held as security for the note receivable. Simultaneously, these
preferred shares were exchanged as consideration for all outstanding shares and
warrants in the Company held by the Company's investors.

NOTE 4 - ORGANIZATION COSTS

The Company had adopted for fiscal year-ended November 30, 1999 the requirements
set forth in accordance to SOP 98-5. SOP 98-5 requires the costs of organization
expenses to be expensed as incurred for fiscal years beginning after December
15, 1998. The initial application of SOP 98-5 was reported for the fiscal
year-ended November 30, 1999 as a cumulative effect of a change in accounting
principle as described in APB Opinion 20, Accounting Changes.

NOTE 5 - INCOME TAX PAYABLE

Income taxes have been accrued based on alternative methods of computing minimum
New York State and City corporate taxes.

NOTE 6 - CAPITALIZATION

The Company is authorized to issue 50,000,000 common shares with a par value of
$.0001, and 10,000,000 blank check preferred shares with a par value of $.0001

NOTE 7 - ADDITIONAL PAID-IN-CAPITAL

In September 2002 the Company issued a total of 1,250,000 shares of its common
stock in a private placement, for a total consideration of $30,000 ($.025 per
share). 250,000 shares represented a $ 5,000 payment for legal fees. $ 125 was
treated as common stock ($.0001 per share) and the remainder $ 29,875 as
additional paid-in-capital.

NOTE 8 - TREASURY STOCK

During the year ended November 30, 2001 the Company repurchased 7,065,000 shares
of its common stock from its' initial investors with a payment of a stock
offering (See Note 3) for a total consideration value of $1,151,672.

NOTE 9 - CONFLICTS OF INTEREST

Certain conflicts of interest have existed and will continue to exist between
management, their affiliates and the Company. Management have other interests
including business interests to which they devote their primary attention.
Management may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company and in addition, management may
negotiate an acquisition resulting in a conflict of interest.

NOTE 10 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As a development stage company, the
Company has no revenue from operations and limited financing. The Company's
continued existence is dependent upon its ability to meet its financing
requirements on a continuing basis, and to succeed in its future operations. The
financial statements do not include any adjustments that might result from this
uncertainty.

                                        8


                              RELOCATE411.COM, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002

NOTE 10 - GOING CONCERN (continued)

Plan of Operation

Management is in the process of finalizing the development of its websites and
other operating plans. During the next twelve months, management expects to take
the following steps in connection with the development of business and the
implementation of a plan of operations:

o    within 30 days of effectiveness of the Registration Statement, seek a
     listing for quotation on the NASD OTC Bulletin Board and begin discussions
     with various potential real estate consultants to assist us, as well as
     companies within the industry to partner with;


o    within 60 days of effectiveness of the Registration Statement, identify
     funding options to raise additional capital for the company and key
     geographic markets to target during our first phase of operations


o    hire and train additional staff, including management, marketing staff, and
     administrative personnel; Management anticipates hiring at a minimum 10
     employees in the next twelve months;


o    Initiate substantive construction of the corporate website;


o    Management intends to grow through internal development and strategic
     alliances.

Because of uncertainties surrounding the Company's development and limited
operating history, management anticipates incurring development stage losses in
the foreseeable future. Management's ability to achieve the Company's business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations months. Management believes that
the Company has sufficient cash to meet the minimum development and operating
costs for the next 12 months. The Company will need to raise additional capital
to continue operations past 12 months, and there is no assurance that the
Company will be successful in raising the needed capital.

                                       9

--------------------------------------------------------------------------------

                                    DON FUCHS
                           Certified Public Accountant
                              1468 East 14th Street
                               Brooklyn, NY 11230
                                 (718) 339-0568

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors
Relocate411.com, Inc.
142 Mineola Avenue
Roslyn Heights, New York 11577

Gentlemen:

       I have audited the accompanying balance sheet of Relocate411.com, Inc.
formerly known as Stateside Funding, Inc. (a development stage company) as of
November 30, 2001 and November 30, 2000, and the related Statements of
Operations, Cash Flows, and Stockholders' Equity for the years ended. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

       I conducted my audit in accordance with generally accepted auditing
standards. These standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Relocate 411.com, Inc. as of
November 30, 2001 and November 30, 2000, and the Statements of Operations, Cash
Flows, and Stockholders' Equity for the years ended, in conformity with
generally accepted accounting principles.

       The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company is a development stage
company, and has no income since inception, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to this
matter, specifically the proposed public offering, are also described in Note
10. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

DON FUCHS


CERTIFIED PUBLIC ACCOUNTANT
February 28, 2002

                                        2

<PAGE>

<TABLE>
<CAPTION>
                              RELOCATE411.COM, INC.
                    Formerly known as Stateside Funding, Inc.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                         November 30,
                                                      2001         2000
                                                      ----         ----
<S>                                              <C>        <C>
CURRENT ASSETS
    Cash                                                    $      7,781
    Interest receivable                                           10,008
    Note receivable                                            1,112,602
                                                               ---------
         Total current assets                                  1,130,391

FIXED AND OTHER ASSETS
    Property and equipment at cost, net of
       accumulated depreciation                   $   6,472        8,764
                                                      -----    ---------
TOTAL ASSETS                                      $   6,472  $ 1,139,155
                                                      =====     ========

LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
    Accrued liabilities                           $   1,100  $     8,218
    Accounts payable                                    630
    Loans payable                                     8,867
    Income tax payable                                5,525        5,025
                                                     ------       ------
         Total Current Liabilities                   16,122       13,243
                                                     ------       ------
STOCKHOLDERS EQUITY

    Preferred stock, $0.0001 par value 10,000,000
       shares authorized and none issued in 2001
       and 2000                                         --          --
    Common stock, $0.0001 par value, 50,000,000
       shares authorized, 9,950,000 shares
       outstanding in 2001 and 12,675,000 in 2000     1,702        1,268
    Treasury stock (7,065,000 shares at cost)    (1,151,672)
    Additional paid-in-capital                    1,373,521    1,330,555
    Accumulated deficit                            (233,201)    (205,911)
                                                  ---------    ----------

         Total Stockholders' Equity                  (9,650)   1,125,952
                                                      ------   ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $    6,472  $ 1,139,155
                                                      =====    =========
</TABLE>



The accompanying notes are an integral part of these financial statements

                                       3

<PAGE>

<TABLE>
<CAPTION>

                              RELOCATE411.COM, INC.
                    Formerly known as Stateside Funding, Inc.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                      For the years ended
                                                          November 30,
                                                          ------------
                                                   2001                2000
                                                   ----                ----
<S>                                            <C>                 <C>
EXPENSES:
Salaries and benefits                          $  42,000           $ 139,888
General and administrative                        10,870             113,900
                                                --------            --------

Total expenses                                    52,870             253,788
                                                 -------            --------
(Loss) before Other Income                       (52,870)           (253,788)
                                                 --------            --------

OTHER INCOME (EXPENSE):
Interest income                                   26,080             108,481
Interest expense                                    --               (53,956)
                                                --------            --------

Total Other Income                                26,080              54,525
                                                --------            --------

(Loss) before provision for income taxes         (26,790)           (199,263)

Provision for income taxes                           500               5,025
                                                --------            --------

Net income (loss)                              $ (27,290)          $(204,288)
                                                =========           =========

Net profit (loss) per common share
based upon 15,930,000 and 7,706,227 (weighted
average) shares, respectively                  $  (0.002)         $    (0.02)
                                                 ========           =========
</TABLE>







The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>

<TABLE>
<CAPTION>
                              RELOCATE411.COM, INC.
                    Formerly known as Stateside Funding, Inc.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       For the years ended
                                                          November 30,
                                                          -----------
                                                        2001          2000
                                                        ----          ----
<S>                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                             $  (27,290)  $ (204,288)
Adjustment to reconcile net (loss)to net cash
   used in operating activities:
       Amortization and depreciation                      2,292        2,701
       Common stock issued for services                  43,400         --
       Proceeds from shareholder loan                     8,867         --
       Change in assets and liabilities:
         (Increase) Decrease in interest receivable      10,008      (10,008)
         Increase (decrease) accounts
             payable and accrued liabilities             (5,988)      12,843
                                                         ------     ---------
       Net Cash Used in Operating Activities         $   31,289  $  (198,752)
                                                          -----      --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment                      --        (11,465)
                                                         -------     --------
       Net Cash Used In Investing Activities               --        (11,465)
                                                         -------      ------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement                            --      1,504,250
Redemption of original shareholders                        --       (150,000)
Write-off of deferred offering costs against capital       --        (25,000)
Decrease (Increase) in loan and notes receivable      1,112,602   (1,117,602)
Repayment of loan receivable                             --            5,000
Proceeds from loan payable                               --        1,117,602
Repayment of loan payable                                --       (1,117,602)
Acquisition of Treasury Stock                        (1,151,672)        --
                                                      ---------     --------
       Net Cash Provided by Financing Activities        (39,070)     216,648
                                                        --------     -------
INCREASE (DECREASE) IN CASH                          $   (7,781) $     6,431
Cash - beginning of year                                  7,781        1,350
                                                          ------       -----
Cash - end of year                                   $      0       $  7,781
                                                         =======       =====
Supplemental Disclosures:
     Non cash issuance of 4,340,000
     common shares of stock @ $.0001
     par value per merger agreement                        --            --
                                                        ========      ======
Income tax paid                                            --            625
                                                        ========      ======
Interest paid                                              --         26,688
                                                        ========      ======
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                        5

<PAGE>

<TABLE>
<CAPTION>
                              RELOCATE411.COM, INC.

                    Formerly known as Stateside Funding, Inc.
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

                                                                                    Additional
                                                  Shares       Treasury     Common    Paid-in     Accumulated
                                                  Issued        Stock       Stock     Capital       Deficit    Total
                                                  ------        -----       -----     -------       -------    -----
<S>                                              <C>            <C>       <C>        <C>       <C>           <C>
Year Ended November 30, 2000

Balance - November 30, 1999                      5,000,000      $   --    $   500    $  2,073  $   (1,623)   $  950

        Deferred offering costs charged
        against additional paid-in capital               0      $   --                (25,000)               (25,000)

        Issuance of shares in private
        placement                                5,175,000      $   --    $   518   1,503,732        --    1,504,250

        Relocate 411.com Inc. pre-merger
        shares                                          66      $   --    $   250        --          --          250

        Redemption of original shares           (4,100,000)     $   --    $   --     (150,000)       --     (150,000)
        Conversion in merger to 6,600,000        6,599,934      $   --        --         (250)       --         (250)

Net Loss                                             --         $   --        --                 (204,288)  (204,288)            -
                                                ----------    -----------   -------- ---------    --------   -------

Balance - November 30, 2000                     12,675,000      $  --     $ 1,268  $1,330,555 $ (205,911) $1,125,912
                                                ==========      ========    =====   =========    =======   =========

Year Ended November 30, 2001

Balance - November 30, 2000                     12,675,000      $  --    $  1,268  $1,330,555  $ (205,911)$1,125,912

        Purchase of Treasury stock as
        settlement                                  --        $(1,148,672)$   --   $    --     $    --   $(1,148,672)

          Issuance of shares as compensation     4,340,000    $   --      $   434      42,966       --        43,400

        Purchase of share from shareholder            --      $    (3,000)$    --        --          --       (3,000)
Net Loss                                               --             --       --        --       (27,290)   (27,290)
                                                ----------    -----------   ------- ---------     -------     -------

Balance - November 30, 2001                     17,015,000    $(1,151,672)$ 1,702  $1,373,521 $ (233,201)$    (9,650)
                                                ==========    ===========   =====   =========    ========      ======
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                        6




                              RELOCATE411.COM, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2001

NOTE 1 - BASIS OF PRESENTATION

Business
--------

     Relocate411.com, Inc., formerly known as Stateside Funding, Inc., was
organized under the laws of the State of Delaware on December 19, 1997 and has
adopted a fiscal year ending November 30th. The Company is considered a
development stage since it is devoting substantially all of its efforts to
establishing a new business. Its planned principal operations have not yet
commenced and there have been no revenues to date. The Company is developing a
web site to be utilized in various real estate services such as relocation,
listings of real estate sales or rentals, mortgage information and other real
estate related information or content.

Organization
------------

     On January 26, 2000, the stockholders of Relocate411.com, Inc., a New York
Corporation incorporated on August 24, 1999, completed a merger and stock
exchange with Stateside Funding, Inc., a Delaware Corporation, resulting in a
recapitalization of Stateside Funding, Inc., the acquirer. Relocate411.com, Inc.
merged into Stateside Funding, Inc. Stateside Funding, Inc. acquired all of the
assets and liabilities of Relocate411.com, Inc.

     Under the terms of the Merger Agreement, each share of Relocate411.Com,
Inc. common stock converted into one hundred thousand shares of Stateside
Funding, Inc. common stock. Contemporaneously, with the merger, Stateside
Funding, Inc. issued 5,175,000 shares of its common stock in a private placement
transaction, receiving net proceeds of $1,354,250. The net proceeds received
were after a payment of $150,000 to redeem 4,100,000 share of common stock from
the founder of Stateside Funding, Inc. As part of the merger, Stateside Funding,
Inc. then issued 6,600,000 common shares to Relocate411.com, Inc. in exchange
for the 66 shares held by the stockholders of Relocate 411.com, Inc.

      The financial statements reflect that of the acquirer, Stateside Funding,
Inc., the entity that survived the merger. The Accumulated Deficit of Stateside
Funding, Inc. as of January 26, 2000 was $ 1,303.

       On January 27, 2000, Stateside Funding, Inc. filed a Certificate of
Amendment changing their name to Relocate 411.com, Inc.


Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities and Operations:

      All costs incurred in development activities are charged to operations as
incurred. The Company has not produced any revenues from operations.

Use of Estimates:

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those amounts.

                                        7


<PAGE>

                              RELOCATE411.COM, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2001


Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments:

       SFAS No. 107, "Disclosures About Fair Value of Financial Instruments",
requires disclosure of the fair value information whether or not recognized in
the balance sheet, where it is practicable to estimate that value. The carrying
value of cash, cash equivalents, accounts receivable and notes payable
approximates fair value.

Impairment of Long-Lived Assets:

      Company's management believes that any evaluation necessitated through the
adoption of SFAS 121, "Accounting for the Impairment Long-Lived Assets and for
Long-Lived Assets to be Disposed of." will not be material.

Fixed Assets:

      Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the related assets, which range from five to ten years. Depreciation
expense for the years ended November 30, 2001 and 2000 is $2,292 and $2,701,
respectively.

Loss Per Common Share:

      The Company is authorized to issue 50,000,000 common shares with a par
value of $.0001, and 10,000,000 preferred shares with a par value of $.0001.

      The Company has adopted Financial Accounting Standards Board (FASB)
Statement No. 128, "Earnings per Share". The Statement establishes standards for
computing and presenting earnings per share (EPS). It replaced the presentation
of primary EPS with a presentation of basic EPS and also requires dual
presentation of basic and diluted EPS on the face of the income statement. The
statement was retroactively applied to the prior loss per share but did not have
any effect.

       Basic loss per share was computed by dividing the Company's net loss by
the weighted average number of common shares outstanding during the period.
There is no presentation of diluted loss per share as the effect of common stock
options, warrants and convertible debt amount are antidilutive. The weighted
average number of common shares used to calculate loss per common share during
the year ended November 30, 2001 and 2000 was 15,930,000 and 7,706,227,
respectively.

NOTE 3 - NOTE RECEIVABLE

      On May 25, 2000, the Company loaned $1,117,602 to Teltran International
Group, Ltd., a publicly held company presently trading on the NASD OTC Pink
Sheets. Some of Teltran's stockholders and officers own approximately 42% of
Relocate. The loan bore interest at 9 1/2% annually and was secured by a
promissory note Teltran pledged its one share of Teltran Web Factory, Ltd. a
wholly owned foreign subsidiary of Teltran as well as issuing 250,000 warrants
exercisable from May 25, 2000 to May 24, 2005 to purchase Teltran common stock
at a price of $1.10 per share. As of November 30, 2000, the Note receivable was
$ 1.112,602.



                                        8

<PAGE>

                              RELOCATE411.COM, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2001

NOTE 3 - NOTE RECEIVABLE (continued)

     On March 2, 2001 the Company received preferred shares in NCTN Networks,
Inc. in full settlement of the note receivable and the outstanding interest. The
Company retained the warrants it received and returned all Teltran shares
certificates, which were held as security for the note receivable.
Simultaneously, these preferred shares were exchanged as consideration for all
outstanding shares and warrants in the Company held by the Company's investors.


NOTE 4 - ORGANIZATION COSTS
      The Company had adopted for fiscal year-ended November 30, 1999 the
requirements set forth in accordance to SOP 98-5. SOP 98-5 requires the costs of
organization expenses to be expensed as incurred for fiscal years beginning
after December 15, 1998. The initial application of SOP 98-5 was reported for
the fiscal year-ended November 30, 1999 as a cumulative effect of a change in
accounting principle as described in
APB Opinion 20,
Accounting Changes.

NOTE 5 - INCOME TAX PAYABLE
       Income taxes have been accrued based on alternative methods of computing
minimum New York State and City corporate taxes.

NOTE 6 - CAPITALIZATION
       The Company is authorized to issue 50,000,000 common shares with a par
value of $.0001, and 10,000,000 blank check preferred shares with a par value of
$.0001. On December 1, 1997, the Company issued a total of 5,000,000 shares of
its common stock to three individuals, for a total consideration of $1,500
($.0003 per share).

NOTE 7 - ADDITIONAL PAID-IN-CAPITAL
       In connection with this offering the company has incurred various costs
which were classified as Deferred Offering Costs in the sum total of $25,000 for
the year ended November 30, 2000. These costs are being charged to additional
paid-in capital.

NOTE 8 - TREASURY STOCK
       During the year ended November 30, 2001 the Company repurchased 7,065,000
shares of its common stock from its' initial investors with a payment of a stock
offering (See Note 3) for a total consideration value of $1,151,672.

NOTE 9 - CONFLICTS OF INTEREST
       Certain conflicts of interest have existed and will continue to exist
between management, their affiliates and the Company. Management have other
interests including business interests to which they devote their primary
attention. Management may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company and in
addition, management may negotiate an acquisition resulting in a conflict of
interest.

NOTE 10 - GOING CONCERN
       The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As a development stage company,
the Company has no revenue from operations and limited financing. The Company's
continued existence is dependent upon its ability to meet its financing
requirements on a continuing basis, and to succeed in its future operations. The
financial statements do not include any adjustments that might result from this
uncertainty.

                                        9

<PAGE>


                              RELOCATE411.COM, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2001

NOTE 9 - GOING CONCERN (continued)

Plan of Operation

Management is in the process of finalizing the development of its websites and
other operating plans. During the next twelve months, management expects to take
the following steps in connection with the development of business and the
implementation of a plan of operations:

o    within 30 days of effectiveness of the Registration Statement, seek a
     listing for quotation on the NASD OTC Bulletin Board and begin discussions
     with various potential real estate consultants to assist us, as well as
     companies within the industry to partner with;

o    within 60 days of effectiveness of the Registration Statement, identify
     funding options to raise additional capital for the company and key
     geographic markets to target during our first phase of operations

o    hire and train additional staff, including management, marketing staff, and
     administrative personnel; Management anticipates hiring at a minimum 10
     employees in the next twelve months;

o    Initiate substantive construction of the corporate website;

o    Management intends to grow through internal development and strategic
     alliances.

Because of uncertainties surrounding the Company's development and limited
operating history, management anticipates incurring development stage losses in
the foreseeable future. Management`s ability to achieve the Company's business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations months. Management believes that
the Company has sufficient cash to meet the minimum development and operating
costs for the next 12 months. The Company will need to raise additional capital
to continue operations past 12 months, and there is no assurance that the
Company will be successful in raising the needed capital.


                                        10


<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
        With Section 16(A) of the Exchange Act

The following table sets forth information about our executive officers and
directors.

NAME                        AGE      POSITION
---------------             ---      -----------------------------------
Darrell Lerner              28       President, Chief Executive Officer,
                                     Treasurer and Director

Darrell Lerner has been our President,  Chief Executive  Officer,  Treasurer and
Director  since the merger on January 26, 2000.  From April 1998 to the present,
Mr. Lerner has been the president and director of Fantasy  Sports Net,  Inc., an
internet  company which  provides  interactive  fantasy  sports games and sports
related information. Presently, such company is inactive. Mr. Lerner worked as a
consultant for New Medium  Enterprises  Inc. (OTC BB: NMEN),  a public  company,
during the second  half of 1999.  His  responsibilities  included  meeting  with
website  companies on behalf of New Medium  Enterprises Inc. Mr. Lerner is a Cum
Laude graduate of Hofstra  University and a graduate of Hofstra Law School.  Mr.
Lerner has a degree in business  administration/finance and extensive experience
in  telecommunications  and  journalism.  Mr Lerner shall devote 50% of his time
working for us. Mr. Lerner does not have an employment agreement. At present, we
do not anticipate entering into an employment agreement with Mr. Lerner.

We intend to expand our Board of Directors, and to seek to recruit and retain a
Chief Financial Officer, after the registration statement dated , 2003 is
declared effective We feel that at such time it will be appropriate to expand
our board of directors. Current efforts are underway to recruit additional
members of management, as well.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

BOARD OF DIRECTORS

The board of directors consists of one director.

BOARD COMMITTEES

The Board of Directors has established no committees.

Compliance with Section 16(a)

Form 5's for the year ending November 30, 2001 have not been filed.

                                      II-1

<PAGE>

Item 10. Executive compensation

Darrell Lerner has been our President, Chief Executive Officer and Treasurer
since inception. . To date, we have not entered into any employment agreements
with our officers and do not presently intend to do so. Mr. Lerner received
$21,000 in restricted corporate stock as compensation for services performed
during the 2001 fiscal year. The following table sets forth information
concerning annual and long-term compensation, on an annualized basis for the
2001 fiscal year, for our Chief Executive Officer and for each of our other
executive officers (the "Named Executive Officers") whose compensation on an
annualized basis is anticipated to exceed $100,000 during fiscal 2001.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

           ANNUAL COMPENSATION                            LONG TERM COMPENSATION
                                                   RESTRICTED  SECURITIES    OPTIONS
NAME AND PRINCIPAL  FISCAL      OTHER      ANNUAL    STOCK     UNDERLYING    (NO. OF    ALL OTHER
POSITION            YEAR        SALARY     BONUS  COMPENSATION   AWARDS      SHARES)  COMPENSATION
------------------  -----       ------     -----  ------------ ----------    -------  ------------
<S>                 <C>        <C>        <C>         <C>       <C>             <C>        <C>
Darrell Lerner
President Chief
Executive
Officer and
Treasurer           2001       $0         0           0         $21,000          0          0
Darrell Lerner      2002       $0         0           0              $0          0          0
</TABLE>

(1) Our fiscal year ends November 30.

Our shareholders may in the future determine to pay Directors' fees and
reimburse Directors for expenses related to their activities.

                                  STOCK OPTIONS

We did not grant stock options in fiscal year ending 2001 or 2002.

The following table sets forth information with respect to stock options granted
to the Named Executive Officers during fiscal year 2001:

                          OPTION GRANTS IN FISCAL 2001
                             (INDIVIDUAL GRANTS)(1)

         NUMBER OF           % OF TOTAL
NAME     SECURITIES          OPTIONS                        EPIRATION
         UNDERLYING          GRANTED TO       EXERCISE        DATE
         OPTIONS GRANTED     EMPLOYEES IN     PRICE
                             FISCAL 2001

None

No Executive Officer held options during the 2001 or 2002 fiscal year. The
following table sets forth information as to the number of shares of common
stock underlying unexercised stock options and the value of unexercised
in-the-money stock options at the 2001 and 2002 fiscal year ends:

None

                                      II-2
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

                             PRINCIPAL STOCKHOLDERS

The following table sets forth, as of March 1, 2003 , certain information
with respect to the beneficial ownership of the common stock by (1) each person
known by us to beneficially own more than 5% of our outstanding shares, (2) each
of our directors, (3) each Named Executive Officer and (4) all of our executive
officers and directors as a group. Except as otherwise indicated, each person
listed below has sole voting and investment power with respect to the shares of
common stock set forth opposite such person's name.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF          AMOUNT AND NATURE OF         PERCENT OF
BENEFICIAL OWNER (1)         BENEFICIAL OWNERSHIP         OUTSTANDING SHARES

5% STOCKHOLDERS
<S>                          <C>                           <C>
Darrell Lerner               6,600,000                     58.93%
142 Mineola Avenue
Roslyn, New York 11577


Byron Lerner                 2,000,000                     17.86%
142 Mineola
Roslyn, New York 11577

James Tubbs                    900,000                      8.04%
142 Mineola
Roslyn, New York 11577

DIRECTORS AND NAMED EXECUTIVE
OFFICERS

Darrell Lerner               6,600,000                     58.93%
142 Mineola Avenue
Roslyn, New York 11577

All directors and executive  6,600,000                     58.93%
officers as a Group
(1 person)
</TABLE>

(1) Under the rules of the SEC, a person is deemed to be the beneficial owner of
a security if such person has or shares the power to vote or direct the voting
of such security or the power to dispose or direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities if
that person has the right to acquire beneficial ownership within 60 days of the
date hereof. Unless otherwise indicated by footnote, the named entities or
individuals have sole voting and investment power with respect to the shares of
common stock beneficially owned.

(2) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above table and subject to community
property laws where applicable, we believe that each shareholder named in the
above table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.

Item 12. Certain Relationships and Related Transactions

We currently use office space in a building located at 142 Mineola Avenue,
Roslyn, New York. The primary tenant is Darrell Lerner, our President. The lease
for such premises is in the name of International Global Communications, Inc., a
company owned by Byron Lerner, one of our shareholders and the father of Darrell
Lerner, our sole officer and director. The lease provides for monthly rental
payments of $475 and presently expires February 28, 2003. There is an extension
period that commences March 1, 2003 until February 28, 2004 at the rate of $500
per month.

                                      II-3

<PAGE>

Although we have no present intention to do so, we may, in the future, enter
into other transactions and agreements relating to our business with our
directors, officers, principal stockholders and other affiliates. Relocate
411.com, Inc. intends for all such transactions and agreements to be on terms no
less favorable to Relocate 411.com, Inc. than those obtainable from unaffiliated
third parties on an arm's-length basis. In addition, the approval of a majority
of Relocate 411.com, Inc.`s disinterested directors will be required for any
such transactions or agreements.

On January 26, 2000, we entered into a Plan and Agreement of Merger ("Merger
Agreement") with Relocate 411.com, Inc., a New York corporation. We acquired all
of the issued and outstanding stock of Relocate in exchange for 6,600,000 shares
of the 12,615,000 shares of our issued and outstanding common stock. We acquired
all of the assets and liabilities of Relocate. Darrell Lerner, our sole officer
and director, Byron Lerner, one of our principal shareholders and Barry Manko
were founders of Relocate411.com, Inc. They each received 2,200,000 shares or an
aggregate of 6,600,000 shares. On January 27, 2000, we (the surviving entity)
filed a Certificate of Amendment to our Articles of Incorporation changing our
name to Relocate 411.com, Inc.

Byron Lerner, one of the founding shareholders of Relocate411.com, Inc. and
considered a promoter was banned for 5 years, starting 1987, from the New York
Stock Exchange. On April 22, 2002, the SEC filed a settled civil action against
Byron Lerner, the Chairman and Chief Executive Officer of Teltran International
Group, Ltd. The SEC alleged that Mr. Lerner caused Teltran to materially
overstate its reported financial results during its fiscal year ended December
31, 1999 and to make other materially false and misleading statements. Mr.
Lerner consented, without admitting or denying the SEC's allegations, to be
permanently enjoined from violating or aiding and abetting certain violations of
the 1933 Securities Act and the 1934 Exchange Act and pay disgorgement and
prejudgment interest of $87,500 and a $50,000 civil penalty.

On the effective date of the Merger Agreement, Nachum Blumenfrucht, our sole
officer and director resigned from our Board of Directors and a new Board of
Directors was appointed. The new Board of Directors consisted of Darrell Lerner,
President, Chief Executive Officer, and Treasurer, and Byron R. Lerner,
Vice-President and Secretary. We redeemed 4,100,000 shares of our common stock
from Nachum Blumenfrucht, our previous sole officer, director and principal
shareholder for $150,000. In September 2002, Anslow & Jaclin, LLP were issued
250,000 shares of our common stock for legal services rendered.On May 25, 2000,
Relocate loaned $1,117,602 to Teltran International Group, Ltd. Teltran is a
publicly held company presently trading on the NASD OTC Bulletin Board, and some
of its stockholders and officers own approximately 42% of relocate. The loan
matures November 25, 2000 with interest at 9-1/2% annually and is secured by a
promissory note. The note has been secured by 600,000 shares each of common
stock of Teltran and Antra Holdings Group, Inc. Antra is also a publicly held
company traded on the NASD OTC Bulletin Board. Teltran owns the Antra shares
which were acquired in April, 1999 when each company originally exchanged
2,000,000 shares of their common stock. Additionally, Teltran pledged its one
share of Teltran Web Factory, Ltd., a wholly owned foreign subsidiary of
Teltran.

Teltran also issued to Relocate 250,000 warrants exercisable from May 25, 2000
to May 24, 2005 to purchase Teltran common stock at a price of $1.10 per share.
Teltran defaulted on the loan. As settlement for such default, Teltran agreed to
sell its interest in Teltran Web Factory, Ltd to the NCT Group Ltd., a
Connecticut company for stock NCT was entitled to in a pending offering in the
United Kingdom. Such stock was received as consideration for settlement for
repayment of the loan and our agreement to tender our interest in Teltran Web
Factory, Ltd. Such shares were used to buy out all common stock and warrants in
Relocate 411.com belonging to the original investors as follows:

                                      II-4

<PAGE>

Name/(Certificate #)                Dollars       Shares     Warrants


Austost Anstalt Schaan (C-5)       $500,000    1,500,000    1,500,000

Balmore Funds, S.A. (C-6)          $500,000    1,500,000    1,500,000

Amro International, S.A. (C-7)     $250,000      791,250      791,250

ICT N.V. (C-8)                      $50,000      150,000      150,000

Leval Trading, Inc. (C-9)          $150,000      450,000      450,000

Nesher, Inc. (C-10)                 $50,000      150,000      150,000

Talbiya B. Investments (C-11)       $50,000      166,500      166,500

Libra Finance, S.A. (C-12)                -      198,000      198,000

J. Hayut (C-13)                           -      139,500      139,500

Hyett Capital Ltd. (C-14)                 -       69,750       69,750

Such related party transaction was on terms that were not more favorable than if
agreed upon by a third party in an arms length transaction.

We have no plans to issue any additional securities to management, promoters,
affiliates or associates at the present time. If our Board of Directors adopts
an employee stock option or pension plan, we may issue additional shares
according to the terms of this plan. Although we have a very large amount of
authorized but un-issued common stock, we intend to reserve this stock to
implement continued expansion of the business.

We have no present intention of acquiring any assets by any promoter, management
or their affiliates or associates.

There are no arrangements or agreements between non-management shareholders and
management under which non-management shareholders may directly or indirectly
participate in or influence our affairs. In the future, we will present all
possible transactions between the Company and its officers, directors or 5%
stockholders, and their affiliates to the Board of Directors for its
consideration and approval. Any such transaction will require approval by a
majority of the disinterested directors and such transactions will be on terms
no less favorable than those available to disinterested third parties.


Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

None

Item 14.  Controls and Procedures

Evaluation of disclosure controls and procedures
------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls
----------------------------

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.


                                      II-5

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


                                RELOCATE 411.COM, INC.
                                (Registrant)

                                By: /s/ Darrell Lerner
                                ------------------------------
                                Darrell Lerner, President,
                                Chief Executive Officer
                                Treasure and Director

Date:  March 10, 2003


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicates.


                                RELOCATE 411.COM, INC.
                                (Registrant)

                                By: /s/ Darrell Lerner
                                ------------------------------
                                Darrell Lerner, President,
                                Chief Executive Officer
                                Treasure and Director


Date:   March 10, 2003


                                      II-4

--------------------------------------------------------------------------------

                                 CERTIFICATION
                         OF PRINCIPAL EXECUTIVE OFFICER
                  AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
                            18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002

I Darrell Lerner certify that:

1.   I have reviewed this annual report on Form 10-KSB of RELOCATE411.COM, INC.

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


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


4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:


     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the a registrant is made known to me
          by others within those entities, particularly during the period in
          which this amended yearly report is being prepared;


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


     (c)  presented in this amended yearly report my conclusions about
          effectiveness of the disclosure controls and procedures based on my
          evaluation as of the Evaluation Date;


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


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


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


6.   I have indicated in this amended yearly report whether there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of my most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Dated: March 10, 2003

                                        /s/ Darrell Lerner
                                        --------------------------
                                        Darrell Lerner
                                        Principal Executive Officer,
                                        Principal Financial Officer


                                      II-5