SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   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, 2000

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

For the transition period from ____________ to ______________

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.)

One Penn Plaza - Suite 4429 New York NY                10119
(Address of Principal Executive Offices)              Zip Code

Registrant's Telephone Number, Including Area Code (212) 643-1600

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 ____

State the aggregate  market value of the voting stock held by non- affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as

<PAGE>

of a specified date within 60 days prior to the date of filings. (See definition
of affiliate in Rule 405).

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

Note:  If a  determination  as to  whether a  particular  person or entity is an
affiliate cannot be made without involving  unreasonable effort and expense, the
aggregate  market  value  of the  common  stock  held by  non-affiliates  may be
calculated  on the basis of  assumptions  reasonable  under  the  circumstances,
provided that the assumptions are set forth in this form.

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate  by check mark  whether  the issuer has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes ____            No  ____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      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                         12,675,000
------------------------------                         ---------
      (Title of Class)                           (Shares outstanding at
                                                    November 30, 2000)


<PAGE>

                            RELOCATE 411.COM, INC.
                                    FORM 10-K
                      FOR THE YEAR ENDED NOVEMBER 30, 2000

                                     INDEX

PART I                                                         Page

Item 1              Business                                    1

Item 2              Properties                                  1

Item 3              Legal Proceedings                           1

Item 4              Submission of Matters to a Vote of
                    Security Holders                            1

PART II

Item 5              Market for the Registrant's Securities
                    and Related Stockholder Matters             1

Item 6              Selected Financial Data                     2

Item 7              Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                               2

Item 8              Financial Statements and Supplementary
                    Data                                        2

Item 9              Disagreements on Accounting and
                    Financial Disclosure                        2
PART III

Item 10             Directors and Executive Officers
                    of the Registrant                           2

Item 11             Executive Compensation                      2 - 3

Item 12             Security Ownership of Certain Beneficial
                    Owners and Management                       3

Item 13             Certain Relationships and Related
                    Transactions                                4

PART IV

Item 14             Exhibits, Financial Statement, Schedules
                    and Reports on Form 8-K                     4 - 8

Signatures                                                      8 - 9


<PAGE>

                                     PART 1

Item 1. Business

         Relocate 411.Com, Inc., formerly known as Stateside Fundings, Inc., was
organized  under the laws of the State of Delaware on December  19, 1997 and has
adopted a fiscal  year  ending  November  30th.  The  Company  is  considered  a
development  stage  since it is  devoting  substantially  all of its  efforts to
establishing  a new  business.  Its planned  principal  operations  have not yet
commenced  and there have been no revenues to date.  The Company is developing a
web site to be utilized  in various  real estate  services  such as  relocation,
listings of real estate sales or rentals,  mortgage  information  and other real
estate related information or content.

         On January 26, 2000, the stockholders of Relocate  411.Com,  Inc. a New
York Corporation  completed a merger and stock exchange with Stateside Fundings,
Inc., A Delaware Corporation.

Item 2. Properties

      The Company at present has no real property and maintains an office at the
office of its  President,  Darrell  Lerner,  at One Penn Plaza,  Suite 4429, New
York, New York 10119, at $2,000 per month.

Item 3. Legal Proceedings

      None

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 the Company's  Common
      Stock.

      Number of Shareholders - 15

Item 6. Selected Financial Data

                                                       Nov. 30        Nov. 30
                                                         2000           1999
                                                       -------         ------

Income from Operations                                $        0       $    0
Total Current Assets                                   1,130,391        1,350
Other Assets                                               9,024          320
Total Assets                                           1,139,415        1,670
Total Current Liabilities                                 13,243          400
Total Stockholders Equity                              1,139,415        1,270

Item 7. Management Discussion & Analysis

      Presently,  we are  continuing to attempt to implement our business  plan.
However,  in order to do so it is necessary for us to raise a substantial amount
of capital.  If we are unable to raise the necessary  funding in the near future
as a result of market  conditions  or  otherwise,  we will be forced to  curtail
certain  operations and consider  alternative  business plans and objectives for
the company.


                                                                               1
<PAGE>

      At the end of May 2000, Relocate411.Com entered into a secured transaction
with Teltran International, a publicly traded company whose CEO is a director of
Relocate411,  whereby it loaned Teltran  approximately  1.1 million dollars on a
short  term  basis.  As part of the terms of the  transaction,  Relocate411  was
compensated with warrants on Teltran  International  common stock in addition to
receiving a competitive interest rate on the loan.

      For the twelve months of 2000 we had no revenues although expenses totaled
$204,348.  The  expenses  consisted  of  approximately  $140,000  in salary  and
benefits  and $114,000 in general and  administrative  costs.  We also  incurred
approximately  $54,000 in interest  expense,  however we incurred  approximately
$108,000 in interest income from the funds raised through private placement.  We
incurred a large portion of these expenses due to the private  placement and our
attempts to implement our business plan. We currently need to raise financing to
maintain operation.

Item 8. Financial Statements

      Attached

Item 9. Disagreements on Accounting and Financial Disclosures

      None

                                    PART III

Item 10. Directors and Executive Officers

      The Company has two Directors and Officers as follows:

Name                        Age           Positions and Offices Held
----                        ---           --------------------------

Darrell Lerner              26            President, Chief Executive Officer,
                                          Treasurer and Director

Byron R. Lerner             56            Vice-President, Secretary and
                                          Director

      Darrell Lerner (age 26) has been Relocate  411.com,  Inc.'s  President and
Director  since its  inception.  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.
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 tele-communications and journalism.

      Byron R. Lerner (age 56) has been Relocate 411.com,  Inc.'s Vice-President
and Director since its inception.  From June 1997 to the present, Mr. Lerner has
been the  president  and chief  executive  officer of Teltran  International,  a
public  company on the OTC pink sheets.  Between 1993 and 1995,  Mr.  Lerner was
president  of a firm he founded  which  engaged in the  resale of  domestic  and
international  long  distance  phone  time.  From 1990 to 1993,  Mr.  Lerner was
president of L&S  Communications,  a reseller of domestic and international long
distance  telephone time. Mr. Lerner brings over twenty-five  years of sales and
general management experience to Relocate 411.com, Inc.

Item  11. Executive compensation

The  following  table  sets  forth  compensation  earned by our Chief  Executive
Officer and our other  executive  officers (the "Named  Executive  Officers") to
date:


                                                                               2
<PAGE>

Name                       Principal Position                 Year       Salary
----                       ------------------                 ----       ------

Darrell Lerner             President, Chief Executive         2000       $36,000
                           Officer, Treasurer and
                           Director

Byron R. Lerner            Vice-President, Secretary          2000       $36,000
                           and Director

      All directors  hold office until the next annual  meeting of  stockholders
and the election and qualification of their successors.  Executive  officers are
elected  annually  by the  Board of  Directors  to hold  office  until the first
meeting of stockholders and until their successors are chosen and qualified.

Item 12. Management's Remuneration and Transactions

      a.    Security Ownership of Certain Beneficial Owners

      The  following  table  sets  forth,  as  of  November  30,  2000,  certain
transactions  with  respect to the  beneficial  ownership  of Relocate  411.com,
Inc.'s Common Stock by:

      (a)   each person who beneficially owns more than five percent of Relocate
            411.com, Inc.'s outstanding Common Stock;

      (b)   each director of Relocate 411.com, Inc.;

      (c)   each of the  executive  officers  named in the Summary  Compensation
            Table;

      (d)   all directors and executive officers of Relocate 411.com,  Inc. as a
            group; and

      (e)   each Selling Shareholder.

================================================================================
Name of Beneficial Owner              Amount & Nature of             Percentage
                                      Beneficial  Ownership
--------------------------------------------------------------------------------

Darrell Lerner                        2,200,000                          17%
Byron R. Lerner                       2,200,000                          17%
Barry Manko                           2,200,000                          17%
Austost Anstalt Schaan                1,500,000                          12%
Balmore Funds, S.A.                   1,500,000                          12%
Amro International, S.A.                791,250                           6%
James Tubbs                             900,000                           7%
All Officer and Directors as a        4,400,000
Group (3 persons)
--------------------------------------------------------------------------------

Item 13. Certain Relationships and Related Transactions

      None

                                     PART IV

Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

      None


                                                                               3
<PAGE>

                                    DON FUCHS
                           Certified Public Accountant
                                370 Brook Avenue
                            Passaic, New Jersey 07055
                                 (973) 777-9895

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors
Relocate 411.Com, Inc.
One Penn Plaza
Suite 4429
New York, New York 10119

Gentlemen:

      I have audited the accompanying balance sheet of Stateside Fundings,  Inc.
(a development stage company) as of November 30, 2000 and November 30, 1999, and
the related Statements of Operations,  Cash Flows, and Stockholders'  Equity for
the  year  ended  November  30 2000  and  November  30,  1999.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

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

      In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Relocate 411.Com, Inc. as of
November 30, 2000 and November 30, 1999, and the Statements of Operations,  Cash
Flows,  and  Stockholders'  Equity for the years  ended  November  30,  2000 and
November 30, 1999, in conformity with generally accepted accounting principles.

      The accompanying financial statements have been prepared assuming that the
Company will continue as a going  concern.  The Company is a  development  stage
company, and has no income since inception, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to this
matter, specifically the proposed public offering, are also described in Note 4.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

       DON FUCHS
CERTIFIED PUBLIC ACCOUNTANT

March 14, 2001


                                                                               4
<PAGE>

                             RELOCATE 411.COM, INC.
                   (Formerly known as Stateside Funding, Inc.)


                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                 November 30          November 30
                                                                                 -----------          -----------
                                                                                    2000                 1999
                                                                                    ----                 ----
<S>                                                                              <C>                  <C>
CURRENT ASSETS:
       Cash                                                                      $     7,781          $     1,350
       Interest receivable                                                            10,008                   --
       Note receivable                                                             1,112,602                   --
                                                                                 -----------          -----------
                   Total current assets                                          $ 1,130,391          $     1,350
FIXED AND OTHER ASSETS:
       Property and equipment at cost, less
            accumulated depreciation                                                   8,764                   --
       Other assets
            Organization costs - net of amortization                                     260                  320
                                                                                 -----------          -----------
TOTAL ASSETS                                                                     $ 1,139,415          $     1,670
                                                                                 ===========          ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
       Accrued liabilities                                                             8,218                  400
       Income tax payable                                                              5,025                   --
                                                                                 -----------          -----------
            Total current liabilities                                                 13,243                  400
STOCKHOLDERS' EQUITY
       Preferred stock, $0.0001 par value 10,000,000
       shares authorized and none issued in 2000
       or 1999
       Common stock,  $0.0001 par value, 50,000,000
            shares authorized, issued and outstanding 12,675,000 shares
            November 30, 1999 and 5,000,000 shares November 30, 1999                   1,268                  500
       Additional paid-in-capital                                                  1,330,555                2,073
       Accumulated deficit                                                          (205,651)              (1,303)
                                                                                 -----------          -----------
                   Total stockholders' equity                                      1,126,172                1,270
                                                                                 -----------          -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $ 1,139,415          $     1,670
                                                                                 ===========          ===========
</TABLE>


                                      F-1
<PAGE>

                             RELOCATE 411.COM, INC.
                   (Formerly known as Stateside Funding, Inc.)

                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Twelve months ended
                                                                     November 30,
                                                                     ------------
                                                                2000             1999
                                                                ----             ----
<S>                                                          <C>              <C>
EXPENSES:
      Salaries and benefits                                  $ 139,888        $      --
      General and administrative                               113,960            1,303
                                                             ---------        ---------

              Total expenses                                 $ 253,848        $   1,303
                                                             ---------        ---------

(Loss) during development stage                               (253,848)          (1,303)

OTHER INCOME (EXPENSE):
      Interest income                                          108,481               --
      Interest expense                                         (53,956)              --
                                                             ---------        ---------
Total other income                                           $  54,525        $      --
                                                             ---------        ---------
(Loss) before income taxes                                   $(199,323)       $  (1,303)
Income tax expense                                               5,025               --
                                                             ---------        ---------
Net (loss)                                                   $(204,348)       $  (1,303)
                                                             =========        =========
Net (loss) per common share based upon 11,476,438
      and 500 (weighted average) share, respectively         $   (0.02)       $   (2.61)
                                                             =========        =========
</TABLE>


                                      F-2
<PAGE>

                             RELOCATE 411.COM, INC.
                   (Formerly known as Stateside Funding, Inc.)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

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

Balance -- November 30, 1999                               5,000,000     $       500    $     2,073     $    (1,303)    $     1,270

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

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

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

        Redemption of original shares                     (4,100,000)    $        --       (150,000)             --        (150,000)

        Conversion in merger to 6,600,000                  6,599,934     $        --           (250)             --            (250)

Net Loss                                                          --              --             --        (204,348)       (204,348)
                                                           ---------     -----------    -----------     -----------     -----------

Balance - November 30, 2000                               12,675,000     $     1,268    $ 1,330,555     $  (205,651)    $ 1,126,172
                                                          ==========     ===========    ===========     ===========     ===========
Year  Ended November 30, 1999

Balance -- November 30, 1998                               5,000,000     $       500    $     1,000     $        --     $     1,500

        Deferred offering costs charged
        against additional paid-in capital                                                     (927)                           (927)

        Additional paid-in capital contributed
        by officer- October 1999                                                              2,000                           2,000

Net Loss                                                          --              --             --          (1,303)         (1,303)
                                                           ---------     -----------    -----------     -----------     -----------

Balance - November 30, 1999                                5,000,000     $       500    $     2,073     $    (1,303)    $     1,270
                                                           =========     ===========    ===========     ===========     ===========
</TABLE>


                                      F-3
<PAGE>

                             RELOCATE 411.COM, INC.
                   (Formerly known as Stateside Funding, Inc.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                        For the year ended
                                                                            November 30,
                                                                            ------------
                                                                        2000           1999
                                                                        ----           ----
<S>                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                      $  (204,348)  $    (1,303)
      Adjustment to reconcile net (loss) to net cash
          used in operating
          activities:
          Amortization and depreciation                                   2,761            80
          Change in assets and liabilities:
              (Increase) in interest receivable                         (10,008)            0
              Accounts payable and accrued liabilities                    7,818             0
              Income taxes payable                                        5,025             0
                                                                    -----------   -----------

              Net Cash Used in Operating Activities                    (198,752)       (1,223)
                                                                    -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of property and equipment
                                                                        (11,465)           --
                                                                    -----------   -----------
              Net Cash Used In Investing Activities
                                                                        (11,465)           --
                                                                    -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
      Cash received from issuance of common stock                     1,504,250             0
      Additional paid-in capital contributed by officer                       0         2,000
      Redemption of original shareholder                               (150,000)
      Write-off of deferred offering costs against capital              (25,000)         (927)
      (Increase) in loan receivable                                  (1,117,602)           --
      Repayment of loan receivable                                        5,000
      Proceeds from loan payable                                      1,117,602             0
      Repayment of loan payable                                      (1,117,602)            0
                                                                    -----------   -----------
              Net Cash Provided by Financing Activities                 216,648         1,073
                                                                    -----------   -----------
INCREASE (DECREASE) IN CASH                                         $     6,431   $      (150)
      Cash - beginning of year                                            1,350         1,500
                                                                    -----------   -----------
      Cash - end of year                                            $     7,781   $     1,350
                                                                    ===========   ===========
Supplemental Disclosures:
      Non cash issuance of 6,600,000 common shares of
          stock @ $.0001 par value per merger agreeement            $        --   $        --
                                                                    ===========   ===========
      Income tax paid                                               $        --   $        --
                                                                    ===========   ===========
      Interest paid                                                 $    53,956   $        --
                                                                    ===========   ===========
</TABLE>


                                      F-4
<PAGE>

                             RELOCATE 411.COM, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 2000

NOTE 1 - BASIS OF PRESENTATION

      Relocate 411.Com,  Inc., formerly known as Stateside  Fundings,  Inc., was
organized  under the laws of the State of Delaware on December  19, 1997 and has
adopted a fiscal  year  ending  November  30th.  The  Company  is  considered  a
development  stage  since it is  devoting  substantially  all of its  efforts to
establishing  a new  business.  Its planned  principal  operations  have not yet
commenced  and there have been no revenues to date.  The Company is developing a
web site to be utilized  in various  real estate  services  such as  relocation,
listings of real estate sales or rentals,  mortgage  information  and other real
estate related information or content.

      On January 26, 2000, the stockholders of Relocate 411.Com, Inc. a New York
Corporation completed a merger and stock exchange with Stateside Fundings, Inc.,
A Delaware  Corporation.  Contemporaneously,  with the merger,  Stateside 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.  As part of the merger,  Stateside  then issued  6,600,000  common
shares to  Relocate  411.Com,  Inc.  in  exchange  for the 66 shares held by the
stockholders of Relocate.

      On January 27, 2000,  Stateside (the surviving entity) 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.

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:


                                                                               5
<PAGE>

      The Company has not completed its  evaluation of the adoption of SFAS 121,
"Accounting for the Impairment Long-Lived Assets and for Long-Lived Assets to be
Disposed of." However, management believes any such effect will not be material.

Fixed Assets:

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

Loss Per Common Share:

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

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

      Basic loss per share was  computed by dividing the  Company's  net loss by
the weighted  average  number of common  shares  outstanding  during the period.
There is no presentation of diluted loss per share as the effect of common stock
options,  warrants and convertible  debt amount are  antidilutive.  The weighted
average  number of common shares used to calculate  loss per common share during
the twelve months ended November 30, 2000 was 11,476,438.

NOTE 3 - NOTE RECEIVABLE:

      On May 25, 2000,  the Company loaned  $1,117,602 to Teltran  International
Group,  Ltd.,  a publicly  held company  presently  trading on the NASD OTC Pink
Sheets.  Some of Teltran's  stockholders and officers own  approximately  42% of
Relocate.  The loan matured  November 25, 2000 with  interest at 9 1/2% annually
and was secured by a promissory  note(see  Note 3). The note has been secured by
600,000 shares each of common stock of Teltran and Antra Holdings Group, Inc., a
publicly held company traded on the NASD OTC Pink Sheets. 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
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.

      The balance of the note receivable at November 30, 2000 was $1,112,602.

NOTE 4 - INTEREST RECEIVABLE

      An amount  representing  earned but unpaid interest on the  aforementioned
note receivable is included as a current asset.

NOTE 5 - ORGANIZATION COSTS

      Expenses  incurred in  connection  with the  formation of the Company have
been  capitalized  and are being  amortized  over a period of five  years on the
straight-line method. The asset is shown net of amortization.

NOTE 6 - INCOME TAX PAYABLE

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

NOTE 7 - CAPITALIZATION

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


                                                                               6
<PAGE>

On  December  1, 1997,  the Company  issued a total of  5,000,000  shares of its
common stock to three  individuals,  for a total  consideration of $1,500($.0003
per share).

NOTE 8 - ADDITIONAL PAID-IN-CAPITAL

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

NOTE 9 - CONFLICTS OF INTEREST

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

NOTE 10 - COMMITMENTS AND CONTINGENCIES

      The Company  sublease  office  space,  from a Company that has some common
shareholders/officers  expiring December 31, 2000. The sublease agreement renews
automatically  each year but there no guarantee or requirement that the lease be
renewed.  Rent expense for the year ended November 30, 2000 amounted to $24,000.
The annual rental commitments for the year ended November 30 are as follows:

            2001                           $ 24,000
            2002                             24,000
            2003                             24,000
            2004                             24,000
            2005 through 2011               170,000
                                            -------
                                           $266,000

NOTE 11 - INCOME TAXES

         The Company  accounts for income taxes in accordance  with Statement of
Financial  Accounting  Standards  No.  109 (SFAS  109) "  Accounting  for Income
Taxes."  Under  the  asset  and  liability  method,  deferred  income  taxes are
recognized  for the tax  consequences  of  "temporary  differences"  by applying
enacted  statutory tax rates  applicable to future years to differences  between
the financial  statements  carrying amounts and the tax bases of existing assets
and  liabilities.  Under SFAS 109,  deferred  tax assets may be  recognized  for
temporary  differences that will result in deductible amounts in future periods.
A valuation allowance is recognized,  if on the weight of available evidence, it
is more likely than not that some  portion or all of the deferred tax asset will
not be realized.  As of November  30, 2000,  the Company had a Federal and State
tax net operating loss of approximately $205,000. The Company established a 100%
valuation  allowance equal to the net deferred tax assets,  as the Company could
not conclude  that it was more likely than not that the deferred tax asset would
be realized.

NOTE 12 - SUBSEQUENT EVENTS

         On January  15,  2001 the  Company  received  preferred  shares in NCTN
Networks,  Inc. in full settlement of the note  receivable  shown on its balance
sheet in the amount of $1,112,602. The Company retained the warrants it received
and returned all collateral which it received upon the initial financing.

NOTE 13 - 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.  Management is in the process of finalizing the  development of its
websites and other operating plans.

                                   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

                                          Date: March 15, 2001


                                                                              7
<PAGE>

      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.

                                           By:  /s/ Darrell Lerner
                                           ----------------------------------
                                               Darrell Lerner
                                               President

                                           Date: March 15, 2001


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