SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         AMENDMENT NO. 1 TO 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, 2002

                         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. (X)

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Revenues for year ended November 30, 2002: $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                         11,200,000
-------------------------------                        ----------
      (Title of Class)                           (Shares outstanding at
                                                    November 30, 2002)


<PAGE>

                             RELOCATE 411.COM, INC.
                                   FORM 10-KSB
                      FOR THE YEAR ENDED NOVEMBER 30, 2002

                                      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

                                     Page 2

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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.


Relocate411.com, Inc., the New York corporation was a predecessor of our company
as that term is defined by Item 405 of Regulation C. Relocate 411.com, Inc, the
New York corporation, which was incorporated in August 1999, had the same
business plan as us in that it was a 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. As
set forth the merger between us and Relocate411.com, Inc., New York corporation,
was completed in January 2000. Prior to such time the business plan of Stateside
Funding, Inc. was to function as a "blank check company" as that term is defined
in Rule 419 of Regulation C.


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.


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Maintain a Property. Ownership represents the longest portion of the home and
real estate life cycle. Homeowners purchase a large number of household
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 continuously seeking to market their
available units in a cost-effective manner.

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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.

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These relationships will provide us with opportunities to market our 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 name, phone and fax numbers,
their e-mail address and a brief description of their specialty.

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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.

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          We plan on selling Internet banner advertising and sponsorships on our
          web site to advertisers other than property owners and 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.

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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.

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, 2002 - 40


There are currently no outstanding options, warrants or other securities
convertible into our common equity. All outstanding warrants have been cancelled
by agreements with the warrant holders. We are registering a total of 1,250,000
shares pursuant to a SB-2 Registration Statement filed with the Securities and
Exchange Commission. There are no other shares outstanding which have
registration rights.

Rule 144 Shares

As of August 12, 2003, a total of 9,950,000 shares of our common stock will be
available for resale to the public. Such shares are comprised of the 6,600,000
shares of our common stock acquired by Darrell Lerner from us on January 26,
2000 and February 7, 2003, the 2,000,000 shares of our common stock acquired by
Byron Lerner from us on February 7, 2001, the 250,000 shares of our common stock
acquired by Barry Manko on January 26, 2000, the 200,000 shares of our common
stock acquired by Grushko & Minko on January 26, 2000 and February 7, 2001 and
the 900,000 shares of our common stock acquired by James Tubbs on January 26,
2000. All such shares must be sold in accordance with the volume and trading
limitations of Rule 144 of the Act. With respect to the 250,000 shares of our
common stock acquired by Anslow & Jaclin, LLP and the 1,000,000 shares sold to
investors in our Regulation D Rule 506 offering such shares will be eligible for
resale in September 2003, in accordance with the volume and trading limitations
of Rule 144 of the Act.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:

1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, would equal approximately 280,380 shares as of the date of
this prospectus; or

                                     Page 13

<PAGE>

2. The average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on form 144 with respect to
the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144. Notwithstanding same, our
affiliates are subject to the volume limitations and trading limitations of Rule
144 regardless of how long they have held such shares.


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. We subsequently entered into an agreement with
Barry Manko in which he agreed to cancel 1,950,000 shares of our common stock
for cash consideration.

These shares of our common stock qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance shares by us did not involve a
public offering. Each of these shareholders was a sophisticated investor and had
access to information regarding us. 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 we sold a high number of
shares to a high number of investors. In addition, these shareholders had the
necessary investment intent as required by Section 4(2) since they agreed to and
received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures 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.



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").

                                       14

<PAGE>

One share of our common stock and one 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. Each of these shareholders was a sophisticated investor and had
access to information regarding us. 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. All of these shares and outstanding warrants
were cancelled in consideration for the issuance of the preferred shares
received by us in the default of the loan from Teltran.

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 in lieu of salaries 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. Each of these shareholders was a sophisticated investor and had
access to information regarding us. 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.


                                     Page 15

<PAGE>

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.

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 16

<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.

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.

                                       17

<PAGE>

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 currently have constructed an introductory webpage at
www.relocate411.com which outlines the products and services that we company
expect to offer and includes phone and email information. Currenlty, this
website is not complete and not does not provide any service to us. Once the
website is complete it will 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, 2002 were $52,870 and $15,280 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. As of August 7, 2003 we have $10,930 in cash
available to us.


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:


*    Initiate substantive construction of our corporate website. We currently
     have constructed an introductory webpage at www.relocate411.com which
                                                 -------------------
     outlines the products and services that we company expect to offer and
     includes our phone and email information. We anticipate that within ninety
     days, additional pages will be added to the website with a more detailed
     description of these products and services and the site will be used as a
     business tool and showcase for potential partners and affiliations. In
     addition, we anticipate that links to the partners that we have established
     affiliations with will go live within this time period To date no money has
     been spent on website development and we anticipate completing the
     additional steps set forth above for little or no cost. Our management is
     undertaking as much of the initial web design as possible in-house in order
     to contain costs. Further website expansion in 2004 will be in various
     phases subject to revenue and capital availability. We have spoken with a
     web designer who has outlined potential costs for various stages of
     development. As the ultimate costs could be substantial we are considering
     the options described above and contemplating less costly alternatives to
     mitigate costs and allow the rollout to be done in a more cost-effective
     manner.


*    within 30 days of effectiveness of our registration statement presently
     filed with the SEC seek a listing for quotation on the NASD OTC Bulletin


Board. We anticipate that the date of the application for listing of quotation
will be by the end of the year and there are no fees to us for such filing. At
such time we will also begin discussions with various potential real estate
consultantsto assist us, as well as companies within the industry to partner
with. We have already commenced the process of searching for consultants and
partners and will continue to do so in an ongoing manner and we believe that
such consultants will also be secured by the end of year. There is no way to
accurately project the costs associated with hiring consultants or executives,
or implementing partnership deals as these agreements can take on many different
shapes and forms. Our preference would be to structure deals that reward
consultants with stock and percentages of revenue and profile, and strike
partnership deals that are revenue and profit-sharing arrangements; ;


                                     Page 18

<PAGE>

*    within 60 days of effectiveness of our registration statement presently
     filed with the SEC, identify funding options to raise additional capital
     for the company and key geographic markets to target during our first phase

     of operations. We intend to seek funding options such as equity or debt
     financing. However, currently we have had no preliminary discussions with
     any group regarding such financing. As we develop and the overall economic
     climate improves, we expect to be in a better position to raise outside
     capital in early 2004. The only associated costs for such funding may be
     the due diligence costs or expenses associated with putting a financing
     deal together. Searching for capital will likely be an ongoing process even
     if we raise an initial amount of funds. We expect to begin focusing on
     which markets to initially target during the fourth quarter of 2003. The
     only potential expenses would be if we decide to pay for outside research
     or if business trips are required. There are presently no plans for either
     one; and


*    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. We anticipate hiring additional employees beginning
     in early 2004. The number of employees hired will be dependent upon a
     variety of factors including our progress in implementing our business plan
     and available capital. Ultimately, we expect to require approximately
     $50,000 per month for payroll. We will need additional capital to meet
     these expenses and will scale down accordingly until we are in such a
     position. The hiring of employees will be an ongoing process during the
     company's existence.


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 and strategic 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, 2002, we had approximately $20,519 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, 2002 AND NOVEMBER 30, 2001

Development stage income during the twelve months ended November 30, 2002 was $0
as compared to $0 for the twelve months ended November 30, 2001. Expenses for
the twelve months ended November 30, 2002 were $15,280 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, 2001 were
$52,870 primarily consisting of salary, accounting and legal fees in connection
with our daily operations and quarterly regulatory filings.

                                     Page 19


<PAGE>

Item 7. Financial Statements

                             RELOCATE 411.COM, INC.
                                 FORM 10-KSB/A1

                              FINANCIAL STATEMENTS
             YEAR END AS OF NOVEMBER 30, 2002 AND NOVEMBER 30, 2001

                                     INDEX                                  Page


             Report of Independent Accountant Marvin Kirschenbaum             F1

             Report of Independent Accountant Don Fuchs                       F2

             Balance Sheet, As of November 30, 2002 and November 30, 2001     F3

             Statement of Operations, For the twelve months ended
             November 30, 2002 and 2001 and for the Period From
             Inception (December 19, 1997) Through November 30, 2002          F4

             Statement of Stockholder' Equity, for November 30, 2002          F5

             Statement of Cash Flows, For the twelve months ended
             November 30, 2002 and 2001 and for the Period From
             Inception (December 19, 1997) Through November 30, 2002          F6

             Notes to Financial Statements                                F7-F11


<PAGE>

                               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
Relocate 411.com, Inc.
142 Mineola Avenue
Roslyn Heights, New York 11577

Gentlemen:

         I have audited the accompanying balance sheet of Relocate 411.com, Inc.
(a development stage company) formerly known as Stateside Funding, Inc. as of
November 30, 2002 and the related statements of operations, stockholder's equity
and cash flows for the year. 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 did not audit the accompanying balance
sheet as of November 30, 2001, and the related 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.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters 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

                                      F-1

<PAGE>

                                    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
Relocate 411.Com, Inc.
142 Mineola Avenue
Roslyn Heights, New York 11577

Gentlemen:

I have audited the accompanying balance sheet of Relocate 411.com, Inc. (a
development stage company), formerly known as Stateside Fundings, Inc., as of
November 30, 2001 and the related Statements of Operations, Cash Flows, and
Stockholders' Equity for the year ended November 30, 2001. 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 did
not audit the accompanying balance sheet as of November 30, 2002, and the
related statements of operations and cash flows for the year ended were audited
by another auditor. The auditor expressed in his report dated February 12, 2003
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, 2001, and the Statements of Operations, Cash Flows, and
Stockholders' Equity for the year ended November 30, 2001, 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 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


                                      F-2

<PAGE>



<TABLE>
<CAPTION>


                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)
                                  BALANCE SHEET
                  As of November 30, 2002 and November 30, 2001


                                     ASSETS
                                     ------


                                                                    2002                               2001
                                                              -----------------                  -----------------
CURRENT ASSETS
<S>                                                           <C>                                <C>
       Cash                                                   $         20,519                   $              -
                                                              -----------------                  -----------------

                  Total Current Assets                                  20,519                                  -


       Property and equipment at cost, net of
         accumulated depreciation                                        4,473                              6,472
                                                              -----------------                  -----------------

                  Total Properties                                       4,473                              6,472


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

                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURENT 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



SHAREHOLDERS' EQUITY

       Preferred stock - $.0001 par value
         authorized 10,000,000 shares
         issued and outstanding: none                                        -                                  -
       Common stock - $.0001 par value;
          authorized 50,000,000 shares;
          issued and outstanding: 11,200,000 and 9,950,000               1,827                              1,702
       Additional paid-in-capital                                    1,403,396                          1,373,521
       Treasury stock at cost: 7,065,000 and 7,065,000              (1,151,672)                        (1,151,672)
       Accumulated deficit during Development Stage                   (248,981)                          (233,201)
                                                              -----------------                  -----------------

                  Total shareholders' equity                             4,570                             (9,650)


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $         24,992                   $          6,472
                                                              =================                  =================



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

                                      F-3

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)
                            STATEMENTS OF OPERATIONS
             For the twelve months ended November 30, 2002 and 2001
              and for the Period From Inception (December 19, 1997)
                            Through November 30, 2002


                                                                                           Period from
                                                                                            Inception
                                                                                             Through
                                                                                           November 30,
                                                            2002             2001              2002
                                                      ----------------------------------------------------
<S>                                                      <C>                 <C>             <C>
REVENUES
--------

       Revenue                                           $           -       $         -     $          -
                                                      ----------------------------------------------------

       TOTAL REVENUES                                                -                 -                -
                                                      ----------------------------------------------------

EXPENSES
--------

       Salaries and benefits                                         -            42,000          181,888
       General and Administrative                               15,280            10,950          141,673
                                                      ----------------------------------------------------

       TOTAL EXPENSES                                           15,280            52,950          323,561
       --------------                                 ----------------------------------------------------

OPERATING INCOME (LOSS)                                        (15,280)          (52,950)        (323,561)
-----------------------

       Provision for income tax                                   (500)             (500)          (6,025)
       Interest expense                                              -                 -          (53,956)
       Interest income                                               -            26,080          134,561
                                                      ----------------------------------------------------

NET INCOME (LOSS)                                        $     (15,780)      $   (27,370)    $   (248,981)
-----------------                                     ====================================================

NET INCOME (LOSS) PER COMMON SHARE                       $       (0.00)      $     (0.00)
----------------------------------                    ===================================
       (less than $.01 per share for 2002 and 2001)

WEIGHTED AVERAGE COMMON
-----------------------
   SHARES OUTSTANDING                                       10,262,500        15,930,000
   ------------------                                 ===================================




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

                                      F-4

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                                November 30, 2002

                                                                                                      Accumulated
                                                                                                        Deficit
                                                                                     Additional        During the
                                                      Common                           Paid-In        Development
                                                      Shares          Amount           Capital           Stage             Total
                                                     ----------    ------------    ------------    ------------    ------------
<S>                                                  <C>           <C>             <C>             <C>             <C>
Issuance of common shares
  on December 19, 1997 at par
  value ($.0001 per share) for cash                   5,000,000    $        500    $      1,000    $         --    $      1,500

Net Loss, organization costs                                                                               (180)           (180)
                                                     ----------    ------------    ------------    ------------    ------------
Balance, November 30, 1998                            5,000,000             500           1,000            (180)          1,320

Deferred offering costs                                                                    (927)                           (927)

Additional paid in capital, cash, by officer
  during October, 1999                                                                    2,000                           2,000

Net Loss                                                                                                 (1,303)         (1,303)
                                                     ----------    ------------    ------------    ------------    ------------
Balance, November 30, 1999                            5,000,000    $        500    $      2,073    $     (1,483)   $      1,090

Deferred offering costs                                                                 (25,000)                        (25,000)

Issuance of shares in private placement
  and merger: January 26, 2000:

       Private placement                              5,175,000             518       1,503,732                       1,504,250
       Pre-merger shares, Relocate 411.com, Inc.             66             250                                             250
       Conversion of shares in merger                 6,599,934                            (250)                           (250)
       Redemption of original shares                 (4,100,000)                       (150,000)                       (150,000)

Net Loss                                                                                               (204,348)       (204,348)
                                                     ----------    ------------    ------------    ------------    ------------
Balance, November 30, 2000                           12,675,000           1,268       1,330,555        (205,831)      1,125,992

Purchase of treasury stock, 7,065,000 shares
  during January, 2001 with cash                                                                                     (1,151,672)

Issuance of shares as stock compensation
  on February 7, 2001                                 4,200,000             420          41,580                          42,000

Issuance of shares as stock compensation
  for legal fees, February 7, 2001                      140,000              14           1,386                           1,400

Net Loss                                                                                                (27,370)        (27,370)
                                                     ----------    ------------    ------------    ------------    ------------
Balance, November 30, 2001                           17,015,000           1,702       1,373,521        (233,201)         (9,650)

Issuance of shares in private placement for cash
  Reg D, Rule 506, September 7, 2002                  1,000,000             100          24,900                          25,000

Issuance of shares as stock compensation
  for legal fees, September 7, 2002                     250,000              25           4,975                           5,000

Net Loss                                                                                                (15,780)        (15,780)
                                                     ----------    ------------    ------------    ------------    ------------
                                                     18,265,000    $      1,827    $  1,403,396    $   (248,981)   $      4,570
                                                     ==========    ============    ============    ============    ============

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

                                      F-5

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                              RELOCATE411.COM, INC.
                         ( A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
             For the twelve months ended November 30, 2002 and 2001
              and for the Period From Inception (December 19, 1997)
                            Through November 30, 2002


                                                                                                             Period from
                                                                                                              Inception
                                                                                                               Through
                                                                                                            November 30,
CASH FLOWS FROM OPERATING ACTIVITIES                                         2002              2001             2002
                                                                       ----------------------------------- ----------------
<S>                                                                       <C>                <C>             <C>
       Net  (loss)                                                        $      (15,780)    $    (27,370)   $    (248,981)

       Adjustments to reconcile net loss to net cash
         used in operating activities:

       Depreciation and organization costs                                         1,999            2,372            8,492
       Common stock issued for services                                            5,000           43,400           48,400
       (Increase) Decrease in interest receivable                                      -           10,008                -
       Inrease (Decrease) in accounts payable and accrued expenses                (1,230)          (5,988)           6,025
                                                                       ----------------------------------- ----------------

       Net cash flows provided by (usded in) operating activities                (10,011)          22,422         (186,064)

CASH FLOWS FROM INVESTING ACTIVITIES

       Cash paid for note receivable                                                                            (1,117,602)
       Cash received from note receivable                                                       1,112,602        1,117,602
       Cash paid for equipment                                                                                     (11,465)
                                                                       ----------------------------------- ----------------

       Net cash flows provided by (used in) investing activites                        -        1,112,602          (11,465)
                                                                       ----------------------------------- ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

       Proceeds from loans payable                                                 5,530            8,867           14,397
       Proceeds from issuance of stock                                            25,000                -        1,531,250
       Cash paid for stock redemption                                                                             (150,000)
       Defered offering costs against capital                                                                      (25,927)
       Acquisition of treasury stock                                                           (1,151,672)      (1,151,672)
                                                                       ----------------------------------- ----------------

       Net cash flows provided by (used in) financing activities                  30,530       (1,142,805)         218,048
                                                                       ----------------------------------- ----------------

CASH RECONCILIATION

       Net increase (decrease) in cash                                            20,519           (7,781)          20,519
       Cash at beginning of period                                                     -            7,781                -
                                                                       ----------------------------------- ----------------
                                                                                          .
       CASH AT END OF PERIOD                                              $       20,519     $          -    $      20,519
                                                                       =================================== ================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

       Cash paid during the year for interest                             $            -     $          -
       Cash paid during the year for income taxes                         $            -     $          -



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

                                      F-6

</TABLE>

<PAGE>
                             RELOCATE 411.COM, INC.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

Business

        Relocate 411.com, Inc. (the Company), 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 to be in the development stage (a development stage company) 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 Relocate 411.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. Relocate 411.com,
Inc. merged into Stateside Funding, Inc. Stateside Funding, Inc. acquired all of
the assets and liabilities of Relocate 411.com, Inc.

        Under the terms of the Merger Agreement, each share of Relocate 411.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 Relocate 411.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.

                                      F-7

<PAGE>

Accounts Receivable, deposits, Accounts Payable and accrued Expenses:

Accounts receivable have historically been immaterial and therefore no allowance
for doubtful accounts has been established. Normal operating refundable Company
deposits are listed as Other Assets. Accounts payable and accrued expenses
consist of trade payables created from the normal course of business.

Property and Equipment:

Property and equipment purchased by the Company are recorded at cost.
Depreciation is computed by the straight-line method based upon the estimated
useful lives of the respective assets. Expenditures for repairs and maintenance
are charged to expense as incurred as are any items purchased which are below
the Company's capitalization threshold of $1,000.

For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from accounts, and any related gain or loss is
reflected in income for the period.

Income  Taxes:

The Company accounts for income taxes using the liability method which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company's management determines if a
valuation allowance is necessary to reduce any tax benefits when the available
benefits are more likely than not to expire before they can be used.

Stock  Based  Compensation:

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.

Cash  and  Cash  Equivalents, and Credit Risk:

For purposes of reporting cash flows, the Company considers all cash accounts
with maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.

The portion of deposits in a financial institution that insures its deposits
with the FDIC up to $100,000 per depositor in excess of such insured amounts are
not subject to insurance and represent a credit risk to the Company.

                                      F-8

<PAGE>

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.

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. (Teltron), a publicly held company presently trading on the NASD OTC Pink
Sheets. Some of Teltran's stockholders and officers own approximately 42% of the
Company. 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.

        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 share
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.

                                      F-9

<PAGE>

NOTE 6 - STOCKHOLDERS EQUITY

PREFERRED STOCK:

The Company has authorized 10,000,000 preferred shares with a par value of
$.0001, none of which are issued or outstanding.

COMMON STOCK:

The Company has authorized 50,000,000 common shares with a par value of $.0001
of which 11,200,000 shares were issued and outstanding for the year ended
November 30, 2002 and 9,950,000 for the year ended November 30, 2001. The number
of shares disclosed as issued and outstanding do not include common shares held
in treasury.

During January of 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 of $1,151,672.

On February 7, 2001, the Company issued 4,200,000 shares of its common stock, as
per the terms of the exchange and release agreement, in consideration for the
shares of NCT Preferred Stock and all common shares and warrants held in the
Company by original investors and in consideration of accrued service fees for a
total of $42,000, or $0.01 per share. The Company's original investor shares and
warrants were cancelled and replaced with the Company's common shares.

On February 7, 2001, the Company issued 140,000 shares of its common stock as
consideration for legal services in the amount of $1,400. or $0.01 per share.

On September 7, 2002, the Company undertook a private placement offering under
Rule 506 of Regulation D of the Securities Act. The Company's management
considers this offering to be exempt under the Securities Act of 1933. The
Company issued a total of 1,000,000 shares of its common stock for a total
consideration of $30,000 in cash, or $.025 per share.

On September 7, 2002, the Company issued 250,000 shares of its common stock for
a consideration of $5,000, or $.02 per share, in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the "Act") for legal
services rendered.

NOTE 7 - 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 8 - CASH FLOW STATEMENT DISCLOSURE


For the years ended November 30, 2002 and 2001, the Company did not pay in cash
any income tax or interest on debt financing. Non-cash transactions included the
issuance of common shares of the Company's stock in consideration for services
provided to the Company in the amount of $5,000 for the year ended November 30,
2002 and $43,400 for the year ended November 30, 2001.

                                      F-10

<PAGE>

NOTE 9 - LITIGATION, CONTINGENCIES, OPERATING AND CAPITAL LEASES

From time to time in the normal course of business the Company may be involved
in litigation. The Company's management is not aware of any asserted or
unasserted claims and therefore feels any such proceedings to have an immaterial
effect on the financial statements.

The Company's management has not bound the Company with any contingencies other
than those through the normal course of business.

The Company has no operating or capital leases, but will account for such leases
in accordance with Generally Accepted Accounting Principles when entered into
which would require operating leases to be expensed and capital leases to be
capitalized and amortized over the lease term.

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.

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.

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. 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.


                                      F-11


<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 our registration statement presently filed with
the SEC 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.


Section 16(a) Beneficial Ownership Reporting Compliance
Darrell Lerner our sole officer, director and principal shareholder as well as
Byron lerner a more than 10% owner of our outstanding commons hares have failed
to file on a timely basis the reports required to be filed by Section 16(a) of
the Securities Act of 1933. the number of transaction not reported on a timely
basis were the two Form 3s, one Form 4 and two Form 5s. Form 5's for the year
ending November 30, 2002 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.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

           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 years ending 2001 or 2002.

The following table sets forth information with respect to stock options granted
to the Named Executive Officers during fiscal year 2002:

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

         NUMBER OF           % OF TOTAL
NAME     SECURITIES          OPTIONS                        EXPIRATION
         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 August 21, 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.

NAME AND ADDRESS OF          AMOUNT AND NATURE OF         PERCENT OF
BENEFICIAL OWNER (1)         BENEFICIAL OWNERSHIP         OUTSTANDING SHARES

5% STOCKHOLDERS

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)

(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 and Reports on Form 8-K


(a)  The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules in
     Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules in Item 7 herein.

3.   Exhibits: None

(b)  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
                                Treasurer and Director


Date:  August 21, 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
                                Treasurer and Director



Date:   August 21, 2003


--------------------------------------------------------------------------------
<PAGE>


                                  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 Amendment No. 1 to 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 amended 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: August 21, 2003

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