U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                   FORM 10-KSB

                                   (MARK ONE)

|X|   Annual Report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934 For the fiscal year ended June 30, 2002

|_|   Transition Report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 For the transition period from __________ to __________

      Commission file number 0-27645

                               PLANET411.COM INC.
                 (Name of Small Business Issuer in its charter)

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

                 8720 Dufrost, St-Leonard, Quebec Canada H1P 2Z5
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (514) 325-4567

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                 Title of class

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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 |_|

<PAGE>

Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

State issuer's revenues for its most recent fiscal year.                $     0

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and ask price of such common equity, as of a specified date within
the past 60 days.

As of December 13, 2002: $25,709

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      NONE


                                       2
<PAGE>

                                TABLE OF CONTENTS

ITEM 1.  DESCRIPTION OF BUSINESS

ITEM 2.  DESCRIPTION OF PROPERTY

ITEM 3.  LEGAL PROCEEDINGS

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

ITEM 7.  FINANCIAL STATEMENTS

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

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, LIST AND REPORTS ON FORM 8-K

ITEM 14. CONTROLS AND PROCEDURES


                                       3
<PAGE>

PART I

ITEM 1. BUSINESS.

Forward Looking Statements

      This report contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") including, in particular, the statements about the Company's plans,
strategies, and prospects. Although management believes that the Company's
plans, intentions and expectations reflected in or suggested by such
forward-looking statements are reasonable, management can give no assurance that
such plans, intentions or expectations will be achieved. These forward-looking
statements should be read in conjunction with the cautionary statements made
herein and in the Company's other publicly filed reports. Important factors that
could cause actual results to differ materially from the forward-looking
statements the Company makes in this report are described below in the "Risk
Factors" portion of management's discussion in Item 6, and elsewhere in this
report. All forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by these
cautionary statements.

General

      From February 1999 until April 2001, the Company developed and marketed on
a very limited basis an e-business solution to retailers seeking to engage in
e-commerce and seeking to develop an online sales distribution channel. The
Company aimed to develop a complete solution that was comprised of the following
bundled services and features: advisory services in online business strategy,
marketing and performance analysis, creation of and access to a fully scaleable
online store displaying the retailer's brand with catalogue hosting, easier
access to Visa and MasterCard online merchant numbers and negotiated
preferential terms with respect thereto, third party and proprietary e-commerce
application software, proprietary real-time payment processing, interfaces to
the retailer's own or third party fulfillment operations, interfaces to and
reconciliation with third party shipping arrangements, and interfaces to the
retailer's own or third party customer support services. The Company operated
its business entirely through 9066-4871 Quebec Inc. ("9066"), a wholly-owned
subsidiary organized in July 1998.

      In April 2001, the Company recognized that due to the slower than
anticipated market penetration by the e-retail business in Canada, further
implementation of that business would not maximize returns to its shareholders.
As a result, the Company decided to capitalize on its strengths in transaction
and payment processing by developing a real-time financing solution for
e-retailers, telesales and mail retailers, as well as brick and mortar
retailers. This solution was web-based in order to enable retailers to process
their customers' loans and to complete their sales in "real-time". On April 12,
2001, the Company organized a wholly-owned subsidiary, 3883884 Canada Inc., to
provide the Company's real-time consumer financing service for lenders,
manufacturers and retailers. The Company concurrently ceased its Canadian
e-retail operations. In July 2001, the Company's subsidiary, 3883884 Canada
Inc., terminated its


                                       4
<PAGE>

employees. Its U.S.-based e-retail business was kept operational through a
strategic alliance with Gresham Financial Services LLC entered into in August,
2001. In connection with that strategic alliance, Gresham Financial Services LLC
entered into an outsourcing agreement with the Company whereby the Company
became responsible for the integration and operation of Gresham Financial
Services LLC's real-time financing program.

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

      Any evaluation of the Company, its financial condition and its historical
earnings must be made in light of the risks frequently encountered by companies
that have no assets or operations. The Company is presently seeking a suitable
candidate to merge with or acquire the Company. There is no assurance that the
Company will succeed in completing a business combination. The Company is not
currently a party to any understandings or agreement regarding an acquisition,
merger or similar business combination or transaction.

Effects of Existing or Probable Governmental Regulations

      On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory requirements on publicly-held companies and their insiders.
Many of these requirements will affect the Company. For example:

      o     The Company's chief executive officer must now certify the accuracy
            of all of the Company's periodic reports that contain financial
            statements;

      o     The Company's periodic reports must disclose its conclusions about
            the effectiveness of its disclosure controls and procedures; and

      o     The Company may not make any loan to any director or executive
            officer and it may not materially modify any existing loans.

      The Sarbanes Oxley Act has required the Company to review its current
procedures and policies to determine whether they comply with the Sarbanes-Oxley
Act and the new regulations promulgated thereunder. The Company will continue to
monitor its compliance with all future regulations that are adopted under the
Sarbanes-Oxley Act and will take whatever actions are necessary to ensure that
the Company is in compliance.

Employees

      As of December 13, 2002, the Company had no employees.


                                       5
<PAGE>

The Company (Corporate History)

      Planet411.com Corporation, the Company's predecessor, was incorporated in
Nevada on April 23, 1990, as Investor Club of the United States. The name was
changed to Noble Financing Group Inc. (in 1992), then to Newman Energy
Technologies Incorporated (1998), then World Star Asia, Inc. (1998), Comgen
Corp. (1998) and then to Planet411.com Corporation on February 11, 1999 to
reflect its then current business objectives. Planet411.com Inc. was
incorporated on July 13, 1999. Planet411.com Corporation was merged with and
into Planet411.com Inc. on October 6, 1999 for the sole purpose of changing the
Company's jurisdiction of incorporation to Delaware.

ITEM 2. DESCRIPTION OF PROPERTY

      The Company does not own any real estate property. The Company does not
have a lease.

ITEM 3. LEGAL PROCEEDINGS

      Neither the Company nor any of its property is a party to any pending
legal proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The Company did not submit any matters to a vote of its security holders
in the fourth quarter of the fiscal year 2002.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Equity

            The Company's Common Stock is currently quoted on the Nasdaq pink
sheets under the symbol "PFOO." Until November 5, 2002, the Company's Common
Stock was quoted on the Nasdaq OTC Bulletin Board under the symbol "PFOO." The
following table sets forth the high and low bid prices for the Common Stock for
the fiscal years ended June 30, 2002 (fiscal 2002) and June 30, 2001 (fiscal
2001), as reported by the OTC Bulletin Board. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.


                                       6
<PAGE>

                                                 High                 Low
                                                 ----                 ---

                 Fiscal 2002
                 -----------
                 Fourth Quarter                 $0.006                $0.006
                 Third Quarter                   0.006                 0.002
                 Second Quarter                  0.07                  0.002
                 First Quarter                   0.16                  0.07

                 Fiscal 2001
                 -----------
                 Fourth Quarter                 $0.29                 $0.08
                 Third Quarter                   0.40                  0.11
                 Second Quarter                  0.594                 0.11
                 First Quarter                   2.187                 0.687

      On April 10, 2002, the latest date for which such information was made
available to the Company, there were 1,561 holders of record of the Company's
issued and outstanding shares of Common Stock. On December13, 2002, the closing
bid price for the Company's Common Stock was $0.0001 per share.

      The Company has never paid any cash dividends on its Common Stock and does
not foresee doing so in the immediate future.

Recent Sales of Unregistered Securities

      During fiscal 2000 the Company received $1,304,442 from the sale of
1,087,035 units at $1.20 per unit. Each unit consisted of one share of Common
Stock and one share purchase warrant. The units were issued in September 2000.
The warrants expired on June 22, 2001.

      During the period from December 2000 to May 10, 2001, the Company received
$992,756 from the sale of 12,726,607 shares of Common Stock at $0.078 per share.
The shares were issued in June 2001.

      From May 17, 2001 through July 31, 2001, the Company received $147,308
from the sale of 1,897,260 shares of Common Stock at $0.078 per share. The
shares were issued in October 2001.

      During the period August 1, 2001 to September 15, 2001, the Company
received proceeds of $34,508 from the sale of 328,648 units at a weighted
average stock price of $0.105 per unit. Each unit consisted of one share of
Common Stock and one half share purchase warrant. Each whole warrant entitled
the holder to purchase one additional share of Common Stock of the Company for
the same price within one year from the date payment for the unit was received
by the Company. The warrants issued in the financing expired on August 12, 2002
and September 10, 2002 and are no longer exercisable.

      In June 2001, the Company issued warrants to purchase 4,000,000 shares of
Common Stock for $0.0785 per share to a shareholder of the Company as a nominee.
The warrants were to be used in settlements, if any, to be negotiated by the
Company's previously owned


                                       7
<PAGE>

subsidiary, 9066, with its creditors. These warrants expired on November 19,
2002 and are no longer exercisable.

      Effective as of September 30, 2002, the Company sold to Victor Cantore, a
stockholder of the Company (who is also the Company's sole officer and
director), 52,000,000 shares of Common Stock, in consideration for $52,000
(which has been paid) for the continued operation of the Company and to finance
its efforts to identify and enter into a transaction with a suitable merger or
acquisition candidate.

      Effective as of September 30, 2002, the Company sold 10,310,000 shares of
Common Stock to Frank Cantore, Victor Cantore's brother, for $10,310. The
purchase price was paid in December 2001.

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

      On January 24, 2001 the Company granted an option to Cash Card, Inc. to
purchase 76,846,851 shares of the Company's Common Stock for aggregate
consideration of $6,000,000, or $0.0780266 per share. The option was exercisable
beginning January 24, 2001 until March 21, 2001 and could be extended with the
Company's written consent for successive 90-day periods, provided that the
option could not be extended beyond, and would in all cases expire upon, October
24, 2001. In consideration for this option, Cash Card, Inc. agreed to provide
the Company with a working capital loan of $500,000 and to extend a line of
credit to the Company of up to $3,000,000, and the Company agreed to assign
certain contracts and licenses to Cash Card, Inc. Effective January 31, 2001,
the Company and Cash Card, Inc. entered into an Addendum to Option modifying
certain of the provisions of the option. The shares of Common Stock to be issued
to Cash Card, Inc. upon the exercise of the option were to be registered
pursuant to a registration statement on Form S-3. As Cash Card, Inc. failed to
provide the agreed upon financing, the option terminated as of February 27,
2001. The Company relied upon the exemption provided by Section 4(2) of the
Securities Act for transactions by an issuer not involving any public offering.
The transaction resulted from direct and private negotiations between the
parties, and the Company did not engage in any general advertising or general
solicitation for the transaction.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

General

      This Report contains "forward looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act including,
in particular, the statements about the Company's plans, strategies, and
prospects. Although management believes that the


                                       8
<PAGE>

Company's plans, intentions and expectations reflected in or suggested by such
forward-looking statements are reasonable, management can give no assurance that
such plans, intentions or expectations will be achieved. These forward-looking
statements should be read in conjunction with the cautionary statements made
herein and in the Company's other publicly filed reports. Important factors that
could cause actual results to differ materially from the forward-looking
statements the Company makes in this report are set forth in the description of
the Company's business in Item 1, in the "Risk Factors" section below, and
elsewhere in this report. All forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by these cautionary.

      The Company has a limited operating history. The Company's only material
financial transactions have been capital raising, including the sales of
securities described in Item 5 of this Report, paying organizational and
start-up costs, and launching and limited operation of its integrated e-commerce
and financing processing solutions.

      The Company commenced its internet-related operations on July 31, 1998
through its subsidiary 9066. On June 15, 2001, the Company reorganized its
operations to focus on developing and marketing its proposed real-time financing
processing services solution for e-retailers, telesales and mail retailers, as
well as bricks and mortar retailers. The Company organized 3883884 Canada Inc.
("388 Canada") to operate this business. On June 15, 2001, 9066 sold to 388
Canada all of 9066's intellectual property (including its rights under a pending
patent application) comprising its e-retail solution. The purchase price
consisted of 388 Canada's assumption of 9066's intercompany debt of $922,448 to
the Company. Immediately after this transfer of intellectual property, the
Company sold 9066 to a third party for $1.00.

      In July 2001, 388 Canada terminated its employees. In August 2001, the
Company entered into a strategic alliance with Gresham Financial Services LLC.
Gresham Financial Services LLC outsourced to the Company the integration and
operation of its real-time financing program. The Company terminated its
outsourcing contract with 9066 on September 28, 2001. This agreement with
Gresham Financial Services LLC terminated upon cessation of the Company's
operations on October 16, 2001. Due to lack of funding it was unable to
implement its new business plan. The remaining employees, officers and directors
resigned on October 16, 2001. As a result, the Company now has no operations and
very limited assets.

      Effective as of September 30, 2002, the Company sold to Victor Cantore, a
stockholder of the Company (who is also the Company's sole officer and
director), 52,000,000 shares of Common Stock, in consideration for $52,000
(which has been paid) to be used to permit the continued operation of the
Company and to finance its efforts to identify and enter into a transaction with
a suitable merger or acquisition candidate.

      Effective as of September 30, 2002, the Company sold 10,310,000 shares of
Common Stock to Frank Cantore, Victor Cantore's brother, for $10,310. The
purchase price was paid in December 2001.

      Any evaluation of the Company, its financial condition and its historical
earnings must be made in light of the risks frequently encountered by that
companies that have no assets or


                                       9
<PAGE>

operations. The Company is presently seeking a suitable candidate to merge with
or acquire the Company. There is no assurance that the Company will be
successful in completing a business combination and its failure to do so will
result in termination of its corporate existence.

      The report of the Company's auditors indicated that there is substantial
doubt about the Company's ability to continue as a "going concern." Accordingly,
the future outlook of the Company, under present circumstances, is bleak.

Results of Operations.

      The Company has had no material business operations since October 16,
2001. The Company has incurred net losses of $180,824 in the fiscal year ended
June 30, 2002 and $6,234,403 in the period from July 31, 1998 through June 30,
2002. In addition, the Company has a shareholders' deficiency and a working
capital deficiency of $98,941. Virtually all of the losses in fiscal 2002 were
related to expenses paid by the Company for attorney's fees, accounting fees and
filing fees to maintain the Company and to identify and enter into a transaction
with a suitable merger or acquisition candidate. These fees were netted out by
$80,140 which represented the amount of fees owed to 9066. As 9066 is now
defunct the fees owed were canceled.

Liquidity and Capital Resources.

      By agreement made May 22, 2001, certain of the Company's stockholders
committed to invest approximately $2.3 million (Cdn. $3.5 million) on or before
January 31, 2002. Of this total commitment, $658,000 (Cdn. $1.0 million) was to
be invested before July 31, 2001 in consideration for 8,435,897 shares (at
$0.078 per share). As of July 31, 2001, only $147,308 of the committed amount
had been received

      The balance of approximately $1,642,000 (Cdn. $2.5 million) was to be
invested in installments between August 1, 2001 and January 31, 2002. The shares
were to be issued at a 20% discount from the moving average price during the
20-day period preceding the date the installment was received by the Company.
For each share issued between these dates, shareholders were to be granted a
warrant to purchase one half of a share at an exercise price equal to the share
issue price described in the preceding sentence. The expiration date of all
warrants is one year from the date the installment is received by the Company.
The Company has received only $34,508 of this commitment to date, in
consideration for an aggregate of 328,648 units. The warrants issued to date
expired on August 12, 2002 and September 10, 2002 and are no longer exercisable.

      The Company was informed in mid September 2001 that the Company's
shareholders would not be able to meet the investment commitment that they made
in May 2001, and that no additional capital will be received under the
above-described commitments.


                                       10
<PAGE>

      At June 30, 2002, the Company had cash of $720 and a working capital
deficit of $98,941, an accumulated deficit of $6,234,403 and a shareholders'
deficiency of $98,941. The Company requires immediate and ongoing substantial
financing to continue in existence.

Subsequent Events

      On October 18, 2002 the Company received a $26,340 non-interest bearing
demand loan from Luigi Tesolin.

Risk Factors

THE COMPANY MAY BE UNABLE TO CONTINUE AS A GOING CONCERN

The report of the Company's auditors indicated that there is substantial doubt
about the Company's ability to continue as a "going concern." Accordingly, the
future outlook of the Company, under present circumstances, is bleak.

THE COMPANY HAS NO CURRENT OPERATIONS, VERY LIMITED FINANCIAL RESOURCES AND NO
PLAN OF OPERATIONS.

The Company has ceased operations and has no current plan of operations.
Additionally, the Company has extremely limited financial resources. The Company
is seeking a suitable candidate to acquire or merge with the Company. There is
no assurance that the Company will be successful in identifying a potential
merger or acquisition candidate, that any merger or acquisition will occur, or
that any such transaction will enable the Company to engage in any business.

THE COMPANY'S COMMON STOCK HAS BECOME INELIGIBLE FOR QUOTATION ON THE OTC
BULLETIN BOARD.

The Company's Common Stock is currently quoted on the Nasdaq Pink Sheets. Until
November 5, 2002, the Company's Common Stock was quoted on the Nasdaq Over the
Counter Bulletin Board ("OTCBB"). While the Company will seek to resume
quotations on the OTCBB in the immediate future, OTCBB has certain requirements
that must be maintained by the issuer to permit NASD members to quote its
securities. The Company is not presently in compliance with these requirements
and if the Company's Common Stock does not resume quotations on the OTCBB, it
could have a material adverse effect on the Company's ability to enter into an
acquisition or merger transaction with a third party.


                                       11
<PAGE>

THE COMPANY'S COMMON STOCK IS A PENNY STOCK.

The Company's Common Stock is a penny stock as defined in SEC Rule 3a51-1. For
any transaction involving a penny stock, unless exempt, the SEC's rules require
delivery by the broker of a document to investors stating the risks of
investment in penny stocks, the possible lack of liquidity, commissions to be
paid, current quotation and investors' rights and remedies, a special
suitability inquiry, regular reporting to the investor and other requirements.
Prices for penny stocks are often not available and investors are often unable
to sell such stock. Investment in penny stocks is generally riskier and more
speculative than investment in more established companies.

THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS.

A large number of established and well-financed entities are actively seeking
candidates with whom to merge or by whom to be acquired. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination.

THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS FOR
BUSINESS COMBINATION.

The Company has no current arrangement, agreement or understanding with respect
to engaging in a business combination with a specific entity. There can be no
assurance that the Company will be successful in identifying and evaluating
potential merger or acquisition opportunities or in concluding a business
combination.

PROVISIONS OF THE COMPANY'S CHARTER DOCUMENTS, OTHER AGREEMENTS AND DELAWARE LAW
MAY INHIBIT POTENTIAL ACQUISITION BIDS

Certain provisions of the Company's Certificate of Incorporation, Bylaws, other
agreements described herein and Delaware law could make it more difficult for a
third party to acquire the Company, even if a change in control would be
beneficial to its stockholders.

ITEM 7. FINANCIAL STATEMENTS

        See the Index to Financial Statements following Item 14 of this Report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.


                                       12
<PAGE>

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

      The name, age, and offices of the sole director and executive officer of
the Company are set forth below:

              NAME               AGE         POSITION WITH COMPANY
              ----               ---         ---------------------

         Victor Cantore          37          President; Secretary; Sole Director

      Mr. Cantore became the Company's President, Secretary and sole director on
November 14, 2001. From 1999 to 2001, Mr. Cantore has operated his own venture
capital fund, Cantore Capital. From June 1992 to April 1999 he was an investment
advisor with RBC Dominion Securities and Tasse & Associes.

      All offices and directorships are held for a term of one year and until a
successor is duly elected and qualified.

      All of the Company's other officers and directors have resigned.

      There are no family relationships between any of the directors or
executive officers of the Company or any persons beneficially owning or
controlling more than 5% of its outstanding common stock, except for Victor and
Frank Cantore who are brothers.

Section 16(a) Beneficial Ownership Reporting and Compliance

      The following persons did not file reports required to be filed in fiscal
2002 under Section 16(a) of the Exchange Act.

<TABLE>
<CAPTION>
Name of Reporting Person    Number of Reports Not Filed     Number of Transactions Not Reported
------------------------    ---------------------------     -----------------------------------
<S>                                       <C>                                 <C>
Victor Cantore                            3                                   2
Frank Cantore                             2                                   1
</TABLE>

      In addition, the Company has been unable to determine whether the
following 10% shareholders have filed reports required under Section 16(a)
during fiscal 2002.

<TABLE>
<CAPTION>
Name of Reporting Person     Number of Reports Not Filed    Number of Transactions Not Reported
------------------------     ---------------------------    -----------------------------------
<S>                                       <C>                                 <C>
Cybersys Solution Inc.                    1                                   1
Le Deck Global Holdings Limited           1                                   1
</TABLE>

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth, for the period indicated, all compensation
awarded to, earned by or paid to the Company's Chief Executive Officer during
the Company's last two


                                       13
<PAGE>

fiscal years. No other person who was serving as an executive officer as of the
end of the Company's 2002 fiscal year, or for whom disclosure would be required
in this Item 10 but for the fact that he or she was not serving as an executive
officer as of the end of the 2002 fiscal year, received annual salary and bonus
in excess of $100,000 for such fiscal year.

Summary Compensation Table

      The following table sets forth all compensation awarded to, earned by, or
paid for all services rendered to the Company during the last three fiscal years
by the Company's Chief Executive Officer in those years. No other person who was
serving as an executive officer as of the end of the Company's 2002 fiscal year,
or for whom disclosure would be required in this Item 10 but for the fact that
he or she was not serving as an executive officer as of the end of the 2002
fiscal year, received annual salary and bonus in excess of $100,000 for such
fiscal year.

<TABLE>
<CAPTION>
                                               Annual Compensation                            Long-Term Compensation Awards
                            ---------------------------------------------------------     -------------------------------------
Name and                                                                Other Annual       Restricted           Securities
Prinicpal Position          Year       Salary ($)      Bonus ($)      Compensation($)     Stock Awards    Underlying Options(#)
------------------          ----       ----------      ---------      ---------------     ------------    ---------------------
<S>                         <C>           <C>             <C>               <C>               <C>              <C>
Victor Cantore(1)           2002          None            None              None              None                 N/A
Chief Executive             2001          N/A             N/A               N/A               N/A              500,000 (2)
Officer and President       2000          N/A             N/A               N/A               N/A              125,000 (3)
</TABLE>

(1)   Mr. Cantore became the Company's President, Secretary and sole director on
      November 14, 2001

(2)   These options have a strike price of $0.18. One quarter of the options
      vested on April 1, 2001, one quarter vested on April 1, 2002 and the
      balance vests on April 1, 2003. The options expire on February 28, 2011

(3)   Thse options have a strike price of $2.00. One quarter of the options
      vested on September 1, 2000, one quarter vested on March 1, 2001 and the
      balance vested on March 1, 2002. The options expire February 28, 2010

Option Grants In Last Fiscal Year

      The table below includes the number of stock options granted to the
executive officer named in the Summary Compensation Table during the fiscal year
ended June 30, 2002.

<TABLE>
<CAPTION>
                            Number of       Percent of
                            Securities    Total Options
                            Underlying      Granted to     Exercise or Base
                             Options       Employees in         Price
Name                         Granted       Fiscal Year        ($/Share)        Expiration Date
------------------          ----------    --------------   ----------------    ---------------
<S>                            <C>             <C>               <C>                <C>
Victor Cantore                 None            None              None               None
</TABLE>


                                       14
<PAGE>

      Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
                                  Option Values

      The following table reflects the fiscal year-end value of unexercised
options held by the executive officer named in the Summary Compensation Table.
No options were exercised during fiscal 2002.

                       Number of Securities             Value of the Unexercised
                  Underlying Unexercised Options          In-the-Money Options
                            at FY-End                           at FY-End
      Name          Exercisable/Unexercisable          Exercisable/Unexercisable
 ---------------  ------------------------------       -------------------------

 Victor Cantore          375,000/250,000                          None

Compensation of Directors

      The Company has no standard arrangements pursuant to which directors are
compensated for services provided as directors. No remuneration or directors'
fees were paid to directors of the Company during the fiscal years ended June
30, 2001 and June 30, 2002, with the exception of reimbursement of expenses.
Directors of the Company were eligible in fiscal 2002 to receive grants of stock
options under the Company's 2000 Stock Option Plan and 2001 Stock Option Plan.
No options were granted to Directors during fiscal year 2002.

Long-Term Incentive Plans

      The Company has no long-term incentive plans.


                                       15
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth the beneficial ownership of the Company's
Common Stock on December 13, 2002 by (i) each person known by the Company to
beneficially own five percent or more of the Company's outstanding Common Stock,
(ii) each of the Company's executive officers and directors (there are no
director nominees at this time) and (iii) all of the Company's executive
officers and directors as a group. Except as otherwise indicated, all shares of
Common Stock are beneficially owned, and investment and voting power is held, by
the person or entity named as owner.

               Name and Address            Amount and Nature        Percentage
             of Beneficial Owner        of Beneficial Owner(a)     of Class(a)
             -------------------        ----------------------     -----------
   Victor Cantore (1)                        52,375,000 (2)           56.1%
   Frank Cantore (3)                         10,310,000               20.1%
   Le Deck Global Holdings Limited (4)        9,091,591 (5)           18.2%
   Stephane Chouinard (6)                     6,951,180 (7)(10)       14.6%
   Joseph Farag (8)                           6,601,180 (9)(10)       14.0%
   Cybersys Solutions Inc. (11)               6,025,044               12.8%
   David Cullen (12)                          2,400,000                5.5%
   Elaine Kavanagh (12)                       2,400,000                5.5%
   John Cullen (12)                           2,400,000                5.5%
   Sandra Cullen (12)                         2,400,000                5.5%
   Denise McCue (12)                          2,400,000                5.5%
   Paul McCue (12)                            2,400,000                5.5%
   David McNamara (12)                        2,400,000                5.5%
   Imelda McNamara (12)                       2,400,000                5.5%
   Janet Shanahan (12)                        2,400,000                5.5%
   Declan Sweeney (12)                        2,400,000                5.5%

   Management:
   Executive Officers and Directors
      As a group (one) (1)                   52,375,000               56.1%

(a)   Calculated according to Rule 13d-3(d) of the Exchange Act. Under Rule
      13d-3(d), shares not outstanding that are subject to options, warrants,
      rights or conversion privileges exercisable within 60 days are deemed
      outstanding for the purpose of calculating the number and percentage owned
      by the holder of such options, warrants, rights or conversion privileges,
      but not deemed outstanding for the purpose of calculating the percentage
      owned by any other party listed.

(1)   Mr. Cantore is the sole director, President and Secretary of the Company.
      Mr. Cantore's address is the same as the Company's address.

(2)   The number of shares of Common Stock identified as held by Mr. Cantore
      also includes options for up to 375,000 shares of the Company's Common
      Stock that are currently


                                       16
<PAGE>

      exercisable, and excludes options for 250,000 shares of the Company's
      Common Stock that are not exercisable within 60 days of December 13, 2002.

(3)   Frank Cantore's address is 4517 Namur, Pierrefonds (Quebec) Canada.

(4)   P.O. Box N-7047, Providence House, East Hill Street, Nassau, Bahamas.

(5)   The number of shares identified as held by Le Deck Global Holdings Limited
      includes (a) 8,927,267 shares of the Company's Common Stock owned by this
      entity and (b) warrants for up to 164,324 shares of the Company's Common
      Stock which expired on August 12, 2002 and September 10, 2002.

(6)   2039 Bord du Lac Road, Ile Bizard (Quebec), H9C 2N9, Canada.

(7)   Includes (a) 2,430,949 Exchangeable Shares owned personally by Mr.
      Chouinard, (b) 3,224,605 Exchangeable Shares owned by a holding company,
      the equity and control of which are shared equally by Mr. Chouinard and
      Joseph Farag, (c) 170,626 Exchangeable Shares owned by a holding company,
      the equity and control of which are shared equally by Messrs. Chouinard
      and Farag, and (d) options for up to 1,125,000 shares of the Company's
      Common Stock. Excludes options for up to 250,000 shares of Common Stock
      that are not exercisable within 60 days of December 13, 2002. Mr.
      Chouinard disclaims beneficial ownership of one half of the Exchangeable
      Shares described in clauses (b) and (c) of the first sentence of this
      footnote.

(8)   50 Quinlin PH 3 St-Laurent, Montreal (Quebec), H4N 3A5, Canada.

(9)   Includes (a) 2,430,949 Exchangeable Shares owned personally by Mr. Farag,
      (b) 3,224,605 Exchangeable Shares owned by a holding company, the equity
      and control of which are shared equally by Mr. Farag and Stephane
      Chouinard, (c) 170,606 Exchangeable Shares owned by a holding company, the
      equity and control of which are shared equally by Messrs. Farag and
      Chouinard, and (d) options for up to 775,000 shares of the Company's
      Common Stock. Mr. Farag disclaims beneficial ownership of one half of the
      Exchangeable Shares identified in clauses (b) and (c) of the preceding
      sentence.

(10)  Please see the discussion following this table for information regarding
      the Exchangeable Shares referred to in this table and in the notes
      thereto. Voting rights in respect of the Exchangeable Shares and the
      corresponding share of Special Voting Stock are jointly held by Joseph
      Farag, Stephane Chouinard and Johnson Joseph as mandataries under the
      Voting, Support and Exchange Trust Agreement described below. No
      beneficial ownership has been attributed to any of Messrs. Farag,
      Chouinard or Joseph merely by virtue of their role as mandataries.

(11)  2060 de la Montagne Street, Montreal (Quebec), H3G 1Z7, Canada.

(12)  All shares owned by these individuals are registered in the name of Bank
      August Roth AG, Bellariastrasse 23, Zurich, Switzerland, as nominee. Based
      on the Company's books


                                       17
<PAGE>

      and records, the address for David Cullen and Elaine Kavanagh is 17
      Oakwood Close, Dublin 11, Ireland; the address for John and Sandra Cullen
      is 21 Blunden Drive, Dublin 5, Ireland; the address for Denise and Paul
      McCue is 12 The Green, Mulhuddart Co., Dublin, Ireland; the address for
      David and Imelda McNamara is 21 Montpelier Drive, Dublin 7, Ireland; and
      the address for Janet Shanahan and Declan Sweeney is 392 Bayouster,
      Celbridge Co., Kidare, Ireland. The Company has inquired but has not
      received responses regarding the nature of the relationships between the
      individuals living at the same address, or whether any of these
      individuals act as a "group" for purposes of the Exchange Act. Solely for
      purposes of this disclosure only, and without any intent to attribute or
      disclaim the actual beneficial ownership of these shares, the share
      ownership of those individuals having the same address have been grouped
      together in the preceding table. Since the issuance of the shares in 1999,
      the Company has not received any notification from Bank August Roth AG
      that the number of shares owned by any of such individuals has changed.

Securities Authorized for Issuance Under Equity Compensation Plan

Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                                 (c)
                                                                                         Number of Securities
                                             (a)                        (b)              remaining available for
                                   Number of securities to       Weighted-average     future issuance under equity
                                   be issued upon exercise      exercise price of          compensation plans
                                   of outstanding options,     outstanding options,       (excluding securities
Plan Category                        warrants and rights       warrants and rights      reflected in column (a))
------------------------------    ------------------------     -------------------    ----------------------------
<S>                                       <C>                         <C>                       <C>
Equity compensation plans
approved by security holders              10,366,481                  $1.62                     5,820,000

Equity compensation plans not
approved by security holders                 None                      None                       None

Total                                     10,366,481                  $1.62                     5,820,000
</TABLE>

Exchangeable Shares

      In addition to Common Stock, the Company has authorized the issuance of
one share of Special Voting Stock. That share of Special Voting Stock is issued
and held jointly as set forth in note 9 to the preceding table. The holder of
that share of Special Voting Stock is entitled to the number of votes as is
equal to the number of Exchangeable Shares issued and outstanding, which voting
is on parity with the voting rights of holders of Common Stock, except as
otherwise set forth below.

      The Exchangeable Shares are shares of capital stock of 3560309 Canada Inc.
("Canco"), a subsidiary of the Company. Canco has issued and outstanding the
following class and number of shares: (i) 8,364,998 Exhangeable Shares; and (ii)
8,400 Preferred Shares. Each Preferred


                                       18
<PAGE>

Share is convertible into Exchangeable Shares according to a ratio of one
Preferred Share and CDN $5.00 (equivalent to US $3.20 applying the closing
exchange rate of US $0.6409 =CDN$1.00 as at December 13, 2002) for one
Exchangeable Share.

      In addition to the rights appurtenant to the Exchangeable Shares of Canco
described in the preceding discussion, the Exchangeable Shares of Canco
effectively may be exchanged at any time by their respective holders, on a
share-for-share basis, for shares of Common Stock of the Company, as follows:

      (a)   An Exchangeable Share is redeemable at the option of its holder in
            consideration for shares of the Company's Common Stock plus accrued
            and unpaid dividends thereon.

      (b)   Under the terms of the Voting Agreement described below, the Company
            granted to the trustee thereunder (as mandatary) for and on behalf
            of, and for the use and benefit of, the beneficial owners of
            Exchangeable Shares (other than subsidiaries of the Company) the
            right (the "Exchange Right"), upon the occurrence and during the
            continuance of an insolvency or liquidation event such as a
            bankruptcy or comparable event, to require the Company to purchase
            from each or any of such beneficial owners all or any part of the
            Exchangeable Shares held by such beneficial owner, all in accordance
            with the provisions of the Voting Agreement.

      (c)   The rights of the beneficial holders are subject to the right of
            Planet 411 (Nova Scotia) Company ("Novaco"), a wholly-owned
            subsidiary of the Company, to acquire such Exchangeable Shares from
            the owner thereof, for generally the same consideration as is
            payable upon the exercise of Novaco of a call right that it has with
            respect to the Exchangeable Shares.

      The purchase price payable by the Company for each Exchangeable Share to
be purchased by the Company is an amount per share equal to (a) the current
price of a share of the Company's Common Stock on the last business day prior to
the day of closing of the purchase and sale of such Exchangeable Share, which
shall be satisfied in full through the delivery of one share of the Company's
Common Stock, plus (b) accrued and unpaid dividends, if any. The purchase price
for each such Exchangeable Share so purchased may be satisfied only by delivery
to the trustee under the Voting Agreement, on behalf of the relevant beneficial
owner, of one share of the Company's Common Stock and a check for the balance,
if any, of the purchase price. To cause the exercise of the Exchange Right by
the trustee, the aforementioned beneficial owners must deliver to the trustee
certain instruments to give effect to the transfer of the shares and payment of
the taxes (if any) payable as contemplated by the Voting Agreement.

      Additional provisions in Canco's articles of incorporation related to the
Exchangeable Shares include the following:

      Restrictions on Canco's Payments of Dividends and Distributions. Without
      the consent of the holders of the Exchangeable Shares, for so long as any
      Exchangeable Shares are outstanding (unless the conditions set forth in
      the following discussion of the Voting Agreement are met):


                                       19
<PAGE>

      o     Canco shall pay no dividends (other than stock dividends paid in
            such shares) on, redeem, make capital contributions with respect to,
            or purchase junior shares ranking junior to the Exchangeable Shares;

      o     Canco shall not issue any shares ranking superior to the
            Exchangeable Shares;

      o     Canco shall neither redeem nor purchase other shares of Canco
            ranking equally with the Exchangeable Shares with respect to
            dividends or liquidation distributions.

      Liquidation Preference. Upon the liquidation or dissolution of Canco,
      holders of Exchangeable Shares shall be entitled to receive an amount per
      share equal to (a) the current price of a share of the Company's Common
      Stock on the last business day prior to the day of closing of the purchase
      and sale of such Exchangeable Share, which shall be satisfied in full by
      causing to be delivered to such holder one share of the Company's Common
      Stock, plus (b) accrued and unpaid dividends, if any.

      Voting Rights. Holders of Exchangeable Shares are only entitled to notice
      of and to vote at meetings of Canco's shareholders to the extent that the
      subject matter of such meetings relates to the dissolution of Canco or the
      sale, lease or exchange of all or substantially all of Canco's property
      other than in the ordinary course of business.

Voting Agreement.

      On May 13, 1999, the Company, Canco, Novaco, certain other entities that
are affiliated with the Company and each of Joseph Farag, Stephane Chouinard and
Johnson Joseph, in their capacities as mandataries for shareholders of a former
subsidiary of the Company, entered into a Voting, Support and Exchange Trust
Agreement (the "Voting Agreement"). This agreement has been assigned to and
assumed by the Company. In addition to the rights with respect to the exchange
of the Exchangeable Shares in Canco for shares in the Company described in the
preceding Section of this Item 11, the Voting Agreement and Canco's articles of
incorporation each provide that dividends and/or distributions of any kind may
not be paid on or with respect to the Company's Common Stock unless Canco pays
the same amount of dividends and/or distributions, as applicable (or otherwise
distributes the economic equivalent of same), to the holders of Exchangeable
Shares. Record and payment dates for all dividends and distributions by the
Company and Canco are to be identical. Furthermore, the Voting Agreement and
Canco's articles of incorporation each provide that the Company may not effect
(a) any subdivisions, consolidations or reclassifications of the Company's
Common Stock or (b) any merger of the Company (or other similar corporate event)
affecting the Company's Common Stock, without the prior approval of the holders
of the Exchangeable Shares if such action would cause an economic change in the
rights of the holders of the Exchangeable Shares.

      For purposes of the preceding discussion, the three trustees under the
Voting Agreement, Messrs. Farag, Chouinard and Joseph, are acting as mandataries
under a special mandate executed by 9066-4871 Quebec Inc., a former subsidiary
of the Company, and its shareholders. The mandataries' purposes thereunder are
to hold all of the Exchangeable Shares, to hold one


                                       20
<PAGE>

share of the Company's Special Voting Stock (including the exercising the voting
rights attaching thereto), and to exercise retraction rights attaching to the
Exchangeable Shares. The Voting Agreement sets forth the mechanisms for carrying
out and administering these purposes.

Arrangements Regarding Changes of Control

      As previously discussed in this report, in June 2001, the Company issued
warrants to purchase 4,000,000 shares of Common Stock for $0.0785 per share to a
shareholder of the Company as a nominee. The warrants were to be used in
settlements, if any, to be negotiated by the Company's previously owned
subsidiary, 9066, with its creditors. The warrants, which expired on November
19, 2002, are no longer exercisable.

      Effective as of September 30, 2002, the Company sold to Victor Cantore, a
stockholder of the Company (who is also the Company's sole officer and
director), 52,000,000 shares of Common Stock, in consideration for $52,000
(which has been paid) to be used to permit the continued operation of the
Company and to finance its efforts to identify and enter into a transaction with
a suitable merger or acquisition candidate.

      Effective as of September 30, 2002, the Company sold 10,310,000 shares of
Common Stock to Frank Cantore, Victor Cantore's brother, for $10,310. The
purchase price was paid in December 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In June 2001 the Company issued warrants to purchase 4,000,000 shares of
Common Stock at an exercise price of $0.0785 per share to Le Deck Global
Holdings Limited, a principal shareholder of the Company, as a nominee for the
Company. The warrants were to be used in settlements, if any, to be negotiated
by 9066, the Company's former subsidiary, with its creditors. The warrants,
which expired on November 19, 2002, are no longer exercisable.

      In March, April and May 2002, the Company received $ 22,801 from Victor
Cantore as a demand loan bearing no interest.

      As described above, effective as of September 30, 2002, the Company sold
to Victor Cantore, a stockholder of the Company (who is also the Company's sole
officer and director), 52,000,000 shares of Common Stock, in consideration for
$52,000 (which has been paid) to be used to permit the continued operation of
the Company and to finance its efforts to identify and enter into a transaction
with a suitable merger or acquisition candidate.

      As described above, effective as of September 30, 2002, the Company sold
10,310,000 shares of Common Stock to Frank Cantore, Victor Cantore's brother,
for $10,310. The purchase price was paid in December 2001.


                                       21
<PAGE>

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

      3.1   Amended Articles of Incorporation

      3.1   Articles of Incorporation (including Certificate of Merger)*

      3.2   By-laws*

      4.1   Specimen stock certificate*

      4.2   Form of Warrant*

      9.1   Voting, Support and Exchange Trust Agreement*

      9.2   Assignment and Assumption Agreement*

      21    Subsidiaries

* = Incorporated by reference to the same exhibit number of the Company's
registration statement on Form 10 on file with the Securities and Exchange
Commission, file number 0-27645

Reports on Form 8-K

      The registrant did not file any reports on Form 8-K during the last
quarter of the period covered by this report.

ITEM 14. CONTROLS AND PROCEDURES

      The Company currently has no employees. The Company has evaluated its
disclosure controls and procedures and has concluded that the controls and
procedures are effective.

      There are no significant changes in the internal controls or other factors
that could significantly affect the controls subsequent to December 13, 2002.


                                       22
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 PLANET411.COM INC.


                                 By: /s/ Victor Cantore
                                    -----------------------------------
                                    Victor Cantore
                                    President

                                 Date: December 19, 2002
                                      ---------------------------------

      In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.

           Signature
           ---------


/s/ Victor Cantore
---------------------------------
Name:  Victor Cantore
Title: President (Principal Executive Officer, Principal Financial and
       Accounting Officer) and Sole Director
Date:  December 19, 2002


                                       23
<PAGE>

                                CERTIFICATION PER
                      SECTION 302 OF THE SARBANES-OXLEY ACT

I, Victor Cantore, certify that:

1.    I have reviewed this Annual Report on Form 10-KSB of Planet411.com;

2.    Based on my knowledge, this Annual 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 Annual Report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this Annual 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 Annual
      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 registrant, including its
            consolidated subsidiaries, is made known to me by others within
            those entities, particularly during the period in which this Annual
            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 Annual Report (the "Evaluation Date"); and

      c)    presented in this Annual Report my conclusions about the
            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 function):

      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 weaknesses 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


                                       24
<PAGE>

6.    I have indicated in this Annual Report whether or not 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.


Date: December 19, 2002          /s/ Victor Cantore
                                 ------------------------------------------
                                 Victor Cantore
                                 Principal Executive Officer and
                                 Principal Financial and Accounting Officer


                                       25
<PAGE>

                                  CERTIFICATION

      The undersigned, the Principal Executive Officer and Principal Financial
and Accounting Officer of Planet411.com (the "Issuer"), hereby certify that the
10-KSB for the period ended June 30, 2002 filed with the Commission on December
19, 2002 and containing certain financials statements for fiscal year ended
June 30, 2002 fully complies with the requirements of section 13(a) and 15(d) of
the Securities Exchange Act of 1934 and that information contained in the 10-KSB
fairly represents, in all material respects, the financial condition and results
of operations of the Issuer.


By: /s/ Victor Cantore
   ------------------------------------
Victor Cantore
Principal Executive Officer and
  Principal Financial and Accounting Officer
December 19, 2002


                                       26



<PAGE>


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

                 Consolidated Financial Statements
                           June 30, 2002

Report of Independent Auditors                              2 and 3

Financial Statements
     Consolidated Operations                                      4
     Consolidated Changes in Shareholders'
     Equity (Deficiency)                                          5
     Consolidated Cash Flows                                      6
     Consolidated Balance Sheets                                  7
     Notes to Consolidated Financial
     Statements                                             8 to 19

<PAGE>

Report of Independent Auditors

To the Board of Directors and Shareholders of
Planet 411.com Inc.

We have audited the accompanying consolidated balance sheets of Planet 411.com
Inc. (a Development Stage Company) as at June 30, 2002 and 2001 and the
consolidated statements of operations, changes in shareholders' equity
(deficiency) and cash flows for the years ended June 30, 2002, 2001 and 2000 and
for the period from July 31, 1998 (inception) through June 30, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform an 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. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as at
June 30, 2002 and 2001 and the results of its operations and its cash flows for
the years ended June 30, 2002, 2001 and 2000 and for the period from July 31,
1998 (inception) through June 30, 2002 in conformity with accounting principles
generally accepted in the United States of America.

<PAGE>
                                                                               3


The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and as of June 30, 2002, the Company has a shareholders' and working capital
deficiency. These factors raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Raymond Chabot Grant Thorton
------------------------------------------
    Raymond Chabot Grant Thorton

General Partnership
Chartered Accountants

Montreal, Canada
November 12, 2002

<PAGE>
                                                                               4


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

Consolidated Operations
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                                  For the
                                                                                                              period from
                                                                                                               1998-07-31
                                                                                                               (inception)
                                                             Year ended      Year ended       Year ended          through
                                                             2000-06-30      2001-06-30       2002-06-30       2002-06-30
                                                         --------------   -------------   --------------   --------------
<S>                                                           <C>               <C>              <C>            <C>
                                                                      $               $                $                $
Revenue                                                           6,660          11,976               --           18,636
                                                         --------------   -------------   --------------   --------------
Operating and administrative expenses
     Salaries                                                 1,020,561       1,012,203                         2,279,497
     Fringe benefits                                            155,477          84,571                           269,178
     Subcontracts                                               711,546          80,799                           803,150
     Training                                                     2,387             643                            27,422
     Advertising and marketing research                         453,480         105,693                           607,123
     Transportation                                               1,794           1,074                             4,522
     Promotion                                                   37,981           3,110                            67,793
     Rent                                                       113,527         168,911           (4,782)         330,128
     Web hosting and maintenance of licenses                    540,776         372,546                           972,178
     Rental, maintenance and repairs                             17,417           5,872                            30,954
     Taxes and permits                                           22,073          27,110            8,685           69,168
     Insurance                                                    3,322           2,526                             8,317
     Office supplies and courier                                 67,040          24,280            1,704          145,377
     Communications                                              50,244          37,818            5,247          108,862
     Professional fees                                          836,969         302,534          165,824        1,518,689
     Interest on short-term debt and bank charges                25,078          43,708              369           70,761
     Interest on long-term debt                                   1,563             386                             5,000
     Service contracts                                           27,823           6,106                            99,608
     Travel                                                      41,810          16,693            6,350           94,846
     Exchange loss (gain)                                       (44,650)        156,880           (2,573)          79,553
     Loss on disposal of property, plant and equipment                           23,662                            23,662
     Amortization of property, plant and equipment              401,908         415,957                           930,790
                                                         --------------   -------------   --------------   --------------
                                                              4,488,126       2,893,082          180,824        8,546,578
                                                         --------------   -------------   --------------   --------------
Loss before gain on disposal of a subsidiary                  4,481,466       2,881,106          180,824        8,527,942
Gain on disposal of a subsidiary (Note 3)                                     2,293,539                         2,293,539
                                                         --------------   -------------   --------------   --------------
Net loss                                                      4,481,466         587,567          180,824        6,234,403
Other comprehensive income
     Foreign exchange translation adjustment                     50,042         (23,570)          (4,181)          (4,181)
                                                         --------------   -------------   --------------   --------------
Comprehensive loss                                            4,431,424         611,137          185,005        6,238,584
                                                         ==============   =============   ==============   ==============

Basic and diluted loss per share                                   0.14            0.02               --             0.19
                                                         ==============   =============   ==============   ==============

Weighted average number of outstanding shares of
common stock (the special voting stock considered
as 8,364,998 shares of common stock)                         32,640,086      34,310,916       48,543,330       32,106,509
                                                         ==============   =============   ==============   ==============
</TABLE>

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

<PAGE>
                                                                               5


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

Consolidated Changes in Shareholders' Equity (Deficiency)
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                        Special                    Common         Additional
                                                                   voting stock                     stock    paid-in capital
                                                     --------------------------  ------------------------    ---------------
                                                       Number of                    Number of
                                                          shares         Amount        shares       Amount            Amount
                                                     -----------   ------------  ------------  -----------   ---------------
<S>                                                            <C>           <C>   <C>               <C>          <C>
                                                                              $                          $                $
Special voting stock (8,364,998 votes)                         1                                                    104,444
Balance outstanding on April 20, 1999, date of
reverse takeover                                                                    8,484,315         8,484         (64,407)
June 1999 - exercise of warrants - for cash                                        15,600,000        15,600         894,400
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                     -----------   ------------  ------------  ------------  --------------
Balance at June 30, 1999                                       1             --    24,084,315        24,084         934,437
August 1999, cancellation of common stock - for cash                                 (600,000)         (600)        (34,400)
September 1999, capital stock units issued                                            107,800           108         538,892
October 1999, capital stock units issued - for cash                                   233,340           233         349,777
November 1999, capital stock units issued - for cash                                  333,340           334         499,676
January 2000, capital stock units issued - for cash                                   111,940           112         149,888
March 2000, capital stock units issued - for cash                                     680,106           680       1,135,098
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
                                                     -----------   ------------  ------------  ------------  --------------
Balance at June 30, 2000                                       1             --    24,950,841        24,951       3,573,368
September 2000, capital stock units issued                                          1,087,035         1,087       1,303,355
Advance payment on capital stock units
June 2001, capital stock units issued                                              12,726,607        12,726         980,030
Foreign exchange translation adjustment
Net loss
                                                     -----------   ------------  ------------  ------------  --------------
Balance at June 30, 2001                                       1             --    38,764,483        38,764       5,856,753
Advance payment on capital stock units
October 2001, capital stock units issued                                            1,897,260         1,898         145,410
Foreign exchange translation adjustment
Net loss
                                                     -----------   ------------  ------------  ------------  --------------
Balance at June 30, 2002                                       1             --    40,661,743        40,662       6,002,163
                                                     ===========   ============  ============  ============  ==============

<CAPTION>

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

                                                               Amount          Amount         Amount          Amount
                                                         ------------   -------------   ------------   -------------
                                                                    $               $              $               $
<S>                                                        <C>                <C>         <C>             <C>
Special voting stock (8,364,998 votes)                                                                       104,444
Balance outstanding on April 20, 1999, date of
reverse takeover                                                                                             (55,923)
June 1999 - exercise of warrants - for cash                                                                  910,000
Advance payment on capital stock units                        539,000                                        539,000
Foreign exchange translation adjustment                                       (26,472)                       (26,472)
Net loss                                                                                    (984,546)       (984,546)
                                                         ------------   -------------   ------------   -------------
Balance at June 30, 1999                                      539,000         (26,472)      (984,546)        486,503
August 1999, cancellation of common stock - for cash                                                         (35,000)
September 1999, capital stock units issued                   (539,000)
October 1999, capital stock units issued - for cash                                                          350,010
November 1999, capital stock units issued - for cash                                                         500,010
January 2000, capital stock units issued - for cash                                                          150,000
March 2000, capital stock units issued - for cash                                                          1,135,778
Advance payment on capital stock units                      1,304,442                                      1,304,442
Foreign exchange translation adjustment                                        50,042                         50,042
Net loss                                                                                  (4,481,466)     (4,481,466)
                                                         ------------   -------------   ------------   -------------
Balance at June 30, 2000                                    1,304,442          23,570     (5,466,012)       (539,681)
September 2000, capital stock units issued                 (1,304,442)
Advance payment on capital stock units                      1,091,590                                      1,091,590
June 2001, capital stock units issued                        (992,756)
Foreign exchange translation adjustment                                       (23,570)                       (23,570)
Net loss                                                                                    (587,567)       (587,567)
                                                         ------------   -------------   ------------   -------------
Balance at June 30, 2001                                       98,834              --     (6,053,579)        (59,228)
Advance payment on capital stock units                        145,292                                        145,292
October 2001, capital stock units issued                     (147,308)
Foreign exchange translation adjustment                                        (4,181)                        (4,181)
Net loss                                                                                    (180,824)       (180,824)
                                                         ------------   -------------   ------------   -------------
Balance at June 30, 2002                                       96,818          (4,181)    (6,234,403)        (98,941)
                                                         ============   =============   ============   =============
</TABLE>

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

<PAGE>
                                                                               6


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

Consolidated Cash Flows
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                                  For the
                                                                                                              period from
                                                                                                               1998-07-31
                                                                                                              (inception)
                                                                    Year ended    Year ended     Year ended       through
                                                                    2000-06-30    2001-06-30     2002-06-30    2002-06-30
                                                                  ------------  ------------   ------------  ------------
                                                                             $             $              $             $
<S>                                                                 <C>           <C>              <C>         <C>
OPERATING ACTIVITIES
Net loss                                                            (4,481,466)     (587,567)      (180,824)   (6,234,403)
Non-cash items
    Amortization of property, plant and equipment                      401,908       415,957                      930,790
    Loss on disposal of property, plant and equipment                                 23,662                       23,662
    Gain on disposal of a subsidiary                                              (2,293,539)                  (2,293,539)
Changes in non-cash working capital items
    Accounts receivable                                                 (5,904)        3,079          2,507          (318)
    Sales taxes receivable                                             (75,899)      104,257                       (9,424)
    Prepaid expenses                                                   (58,352)       89,123                         (441)
    Accounts payable                                                   756,520       252,330         14,627     1,044,132
    Accrued liabilities                                                450,626      (169,052)           455       385,819
                                                                  ------------  ------------   ------------  ------------
Cash flows from operating activities                                (3,012,567)   (2,161,750)      (163,235)   (6,153,722)
                                                                  ------------  ------------   ------------  ------------
INVESTING ACTIVITIES
Cash position of acquired company                                                                                     263
Cash position of disposed subsidiary (Note 3)                                           (422)                        (422)
Proceeds on disposal of a subsidiary                                                       1                            1
Term deposits                                                          (20,705)       11,189                      (19,712)
Advances to directors and shareholders                                  (6,398)        3,324                       (6,201)
Other advances                                                          13,695
Property, plant and equipment (Note 4)                                (439,961)      (65,710)                  (1,364,762)
Proceeds from disposal of property, plant and equipment                               48,042                       48,042
Effect of exchange rate changes                                         (2,316)       25,408                       26,171
                                                                  ------------  ------------   ------------  ------------
Cash flows from investing activities                                  (455,685)       21,832             --    (1,316,620)
                                                                  ------------  ------------   ------------  ------------
FINANCING ACTIVITIES
Advances to related companies                                                                                     (44,242)
Advances from directors and shareholders                                12,864       (13,520)
Repayment of long-term debt                                             (6,827)       (8,122)                     (21,902)
Proceeds on interest-free demand loan from a director and
shareholder                                                                          142,858                      142,858
Proceeds on interest-free demand loan from a principal shareholder                                   22,801        22,801
Proceeds on demand note payable                                         33,800                                     33,800
Proceeds on short-term debt from a shareholder                                       802,805                      802,805
Repayment of short-term debt from a shareholder                                      (89,883)                     (89,883)
Issuance of preferred shares of a subsidiary company -
non-controlling interest                                                                                          285,474
Issuance of capital stock                                            2,135,798                                  3,150,242
Cancellation of capital stock                                          (35,000)                                   (35,000)
Advance payment on capital stock units                               1,304,442     1,091,590        145,292     3,080,324
Effect of exchange rate changes                                         50,042       124,396         (4,181)      143,785
                                                                  ------------  ------------   ------------  ------------
Cash flows from financing activities                                 3,495,119     2,050,124        163,912     7,471,062
                                                                  ------------  ------------   ------------  ------------
Net increase (decrease) in cash                                         26,867       (89,794)           677           720
Cash, beginning of period                                               62,970        89,837             43
                                                                  ------------  ------------   ------------  ------------
Cash, end of period                                                     89,837            43            720           720
                                                                  ============  ============   ============  ============
Supplementary information
    Interest paid                                                          842            91             --         3,989
                                                                  ============  ============   ============  ============
</TABLE>

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

<PAGE>
                                                                               7


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

Consolidated Balance Sheets
(In U.S. dollars)


<TABLE>
<CAPTION>
                                                                                              2001-06-30         2002-06-30
                                                                                         ---------------    ---------------
                                                                                                       $                  $
<S>                                                                                           <C>                <C>
ASSETS
Current assets
     Cash                                                                                             43                720
     Accounts receivable                                                                           2,507
                                                                                         ---------------    ---------------
                                                                                                   2,550                720
                                                                                         ===============    ===============

LIABILITIES
Current liabilities
     Accounts payable                                                                              7,861             22,488
     Accrued liabilities                                                                          53,917             54,372
     Loan payable on demand to a principal shareholder, without interest                                             22,801
                                                                                         ---------------    ---------------
                                                                                                  61,778             99,661
                                                                                         ---------------    ---------------
SHAREHOLDERS' DEFICIENCY
Capital stock (Note 5)
     Special voting stock, having a par value of $0.001, holding a number
     of votes (8,364,998 votes) equal to the number of exchangeable
     shares of 3560309 Canada Inc. outstanding other than those held
     directly or indirectly by the Company, 1 share authorized; 1 share
     June 30, 2002 and 2001 issued and outstanding
     Preferred stock, having a par value of $0.001, 10,000,000 shares
     authorized; none issued
     Common stock, having a par value of $0.001, 200,000,000
     (69,999,999 in 2001) shares authorized; 40,661,743 (June 30, 2002)
     and 38,764,483 (June 30, 2001) issued and outstanding                                        38,764             40,662
Additional paid-in capital                                                                     5,856,753          6,002,163
Advance payment on capital stock units (Note 6)                                                   98,834             96,818
Accumulated other comprehensive income                                                                               (4,181)
Deficit accumulated during the development stage                                              (6,053,579)        (6,234,403)
                                                                                         ---------------    ---------------
                                                                                                 (59,228)           (98,941)
                                                                                         ---------------    ---------------
                                                                                                   2,550                720
                                                                                         ===============    ===============
</TABLE>

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

On behalf of the Board,


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

<PAGE>
                                                                               8


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

1 - INCORPORATION, NATURE OF OPERATIONS AND GOING CONCERN

The Company, a Delaware corporation, is in its development stage.

On March 30, 1999, the Company authorized one share of special voting stock
having a par value of $0.001.

Pursuant to a combination agreement entered into as of April 20, 1999 among the
Company, the Company's wholly-owned subsidiary, Planet 411 (Nova Scotia)
Company, the Company's indirect wholly-owned subsidiary, 3560309 Canada Inc.,
9066-4871 Quebec Inc. and the shareholders of 9066-4871 Quebec Inc., 3560309
Canada Inc. acquired all of the issued and outstanding shares of 9066-4871
Quebec Inc. in exchange for 25,094,996 exchangeable shares and 8,400 preferred
shares of 3560309 Canada Inc. The preferred shares of 3560309 Canada Inc. may be
converted into exchangeable shares of that corporation on the basis of one
preferred share and C$5 for one exchangeable share. The exchangeable shares of
3560309 Canada Inc. may be exchanged at any time by their holders, on a
share-for-share basis, for shares of common stock of the Company. Pursuant to
the combination agreement, the Company has also issued one share of special
voting stock which is held for the benefit of the holders of the exchangeable
shares of 3560309 Canada Inc. The share of special voting stock entitles the
holder to such number of votes as is equal to the number of exchangeable shares
outstanding from time to time.

Since the shareholders of 9066-4871 Quebec Inc. controlled the Company
thereafter, 9066-4871 Quebec Inc. was considered to be the acquirer. As result
of the reverse takeover, the consolidated financial statements are a
continuation of the financial statements of 9066-4871 Quebec Inc.

On September 30, 1999, Planet 411.com Corporation entered into a merger
agreement to which Planet 411.com Corporation was merged with Planet 411.com
Inc., a Delaware corporation, and ceased to exist. The surviving company, whose
total assets and liabilities equal those of Planet 411.com Corporation prior to
the merger, issued shares to the shareholders of Planet 411.com Corporation in
the ratios provided within the agreement.

The Company is a publicly traded company trading on the over-the-counter
bulletin board with stock symbol PF00.

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

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

<PAGE>
                                                                               9


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

1 - INCORPORATION, NATURE OF OPERATIONS AND GOING CONCERN (Continued)

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

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

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

Corporate reorganization

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

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

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

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

Immediately after the transfer of intellectual property described above, the
Company sold 9066-4871 Quebec Inc. to a third party for $1 (see Note 3). The
sold assets and operations represented substantially all of the operating assets
and activities of the Company and as such have not been disclosed as
discountinued operations.

Going concern

The Company's consolidated financial statements for the year ended June 30, 2002
have been prepared on a going concern basis which contemplates the realization
of assets and the settlement of liabilities in the normal course of business.
The Company has incurred net losses of $180,824 in the fiscal year ended June
30, 2002 and $6,234,403 in the period from July 31, 1998 (inception) through
June 30, 2002. In addition, the Company has a shareholders' deficiency and a
working capital deficiency of $98,941.

<PAGE>
                                                                              10


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

1 - INCORPORATION, NATURE OF OPERATIONS AND GOING CONCERN (Continued)

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

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

Management is presently seeking a suitable candidate with whom to merge or whom
will purchase the Company as a "public shell", in an effort to get some value
for the Company's shareholders (see Note 6).

2 - ACCOUNTING POLICIES

Financial statements

The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America.

Accounting estimates

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America 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 may differ from those estimates.

Principles of consolidation

These financial statements include the accounts of the Company and all its
subsidiary companies. The Company has a 100% controlling interest in all its
subsidiary companies.

Reporting currency and translation of foreign currencies

The Company has adopted the United States dollar as its reporting currency. The
Company's financial statements have been translated from their functional
currency, the Canadian dollar, into the reporting currency as follows: assets
and liabilities have been translated at the exchange rate in effect at the end
of the period and revenues and expenses have been translated at the weighted
average exchange rate for the period. All cumulative translation gains or losses
from the translation into the Company's reporting currency have been included in
accumulated other comprehensive income. The changes in the accumulated other
comprehensive income account, from period to period, result solely from the
application of this translation method.

<PAGE>
                                                                              11


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

2 - ACCOUNTING POLICIES (Continued)

Transactions concluded in currencies other than the functional currency have
been translated as follows: monetary assets and liabilities are translated at
the exchange rate in effect at the end of the period, non-monetary assets and
liabilities are translated at rates in effect on the dates of the related
transactions and revenues and expenses have been translated at the weighted
average exchange rate for the period. Exchange gains and losses arising from
such transactions have been included in the statements of earnings.

Revenue recognition

The Company's core focus was to be an e-business service provider to medium and
large-sized businesses (virtual stores for on-line transactions). The Company
had divided its services into three compoments: first, strategy - assisting with
the set-up and implementation of the e-merchants on-line business model; second,
marketing - working with e-merchants to define a marketing strategy identifying
the best advertising and promotion channels for the virtual store; and third,
performance analysis - provide pertinent data about on-line sales generally and
e-merchant visitors and buyers in particular. The Company planned to charge for
its services an industry-dependent fee based upon the gross on-line sales of its
e-merchants. This revenue was recognized at the time of delivery and acceptance
of thee-merchants' products.

The Company also charged a one-time introductory fee to each merchant. This
revenue was recognized over the term of the contract.

Additional optional services were charged on a fee basis and the revenue was
recognized when the services were performed.

Advertising

Advertising costs were expensed in the year incurred.

Amortization

Property, plant and equipment were amortized on a straight-line basis over their
estimated useful lives as follows:

Office equipment, furniture and fixtures                    5 years
Office equipment, furniture and fixtures
under capital leases                                        5 years
Computer equipment and software                             3 years
Licenses                                                    3 years

Loss per share

Basic loss per share are calculated by dividing net loss by the weighted average
number of outstanding shares of common stock. Diluted loss per share are
calculated by dividing net loss by dilutive potential common stock (the
incremental shares of common stock that would be issued upon the assumed
exercise of stock options) and the weighted average number of outstanding shares
of common stock. Since the Company has recorded losses, dilutive potential
common stock are not included in the calculation as to do so would be
antidilutive.

<PAGE>
                                                                              12


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

2 - ACCOUNTING POLICIES (Continued)

Financial instruments

The estimated fair value of cash, accounts receivable, accounts payable, accrued
liabilities and loan payable on demand to a principal shareholder approximates
their carrying value due to their short-term maturity.

Cash and cash equivalents

The Company's policy is to present cash and temporary investments having a term
of three months or less from the acquisition date as cash and cash equivalents.

Income taxes

Income taxes are provided using the asset and liability method in accordance
with SFAS No. 109, "Accounting for Income Taxes". Deferred tax assets and
liabilities are recognized based on the estimated realizable differences between
the book and tax bases of assets and liabilities, using presently enacted tax
rates.

We have recorded valuation allowances related to the Company's deferred tax
assets because we believe that it is unlikely that such assets will be realized.
However, ultimate realization could be impacted by variables not known at this
time. We will continue to assess the valuation allowance and to the extent it is
determined that such allowance is no longer required, the tax benefit of the
remaining net deferred tax asset may be recognized in the future.

<PAGE>
                                                                              13


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

3 - BUSINESS DISPOSAL

On June 15, 2001, the Company disposed of its e-retail activities carried on by
9066-4871 Quebec Inc., an indirectly wholly-owned subsidiary.

The sold assets and operations represented substantially all of the operating
assets and activities of the Corporation and, as such, have not been disclosed
as discontinued operations.

The gain on disposal of a subsidiary is determined as follows:
                                                                           $
                                                                ------------

Cash                                                                     422
Term deposits                                                         19,712
Accounts receivable                                                      318
Sales taxes receivable                                                 9,424
Advances to directors and shareholders                                 5,747
Prepaid expenses                                                         441
Capital assets                                                       439,504
Accounts payable                                                  (1,114,639)
Accrued liabilities                                                 (331,447)
Interest-free demand loan from a director and a shareholder         (142,858)
Demand note payable                                                  (33,800)
Short-term debt from a shareholder                                  (712,922)
Due to Planet 411.com Inc.                                        (4,493,725)
Redeemable preferred stock                                          (276,735)
Accumulated other comprehensive income                              (156,705)
                                                                ------------
Excess of liabilities over assets acquired                        (6,787,263)
Consideration                                                              1
                                                                ------------
                                                                  (6,787,264)
Write-off of amount due from 9066-4871 Quebec Inc.                 4,493,725
                                                                ------------
Gain on disposal of a subsidiary                                  (2,293,539)
                                                                ============

4 - PROPERTY, PLANT AND EQUIPEMENT

During the year ended June 30, 2001, property, plant and equipment were acquired
at an aggregate cost of $11,498, the $91,475 of accounts payable relating to the
acquisitiion of property, plant and equipment for the year ended June 30, 2000
were partly paid and an amount of $37,263 still remained in accounts payable of
the subsidiary when it was disposed of. Cash payments of $65,710 were made to
purchase property, plant and equipment.

During the year ended June 30, 2000, property, plant and equipment were acquired
at an aggregate cost of $372,076 of which $91,475 still remained in accounts
payable. The $159,360 of accounts payable relating to the acquisition of
property, plant and equipment for the period from July 31, 1998 (inception)
through June 30, 1999 were paid in the year 2000. Cash payments of $439,961 were
made to purchase property, plant and equipment.

<PAGE>
                                                                              14


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

4 - PROPERTY, PLANT AND EQUIPEMENT (Continued)

During the period from July 31, 1998 (inception) through June 30, 1999,
property, plant and equipment were acquired at an aggregate cost of $1,084,595
of which $44,242 were acquired by means of advances from related companies and
$21,902 by means of long-term debt, and of which $159,360 still remained in
accounts payable. Cash payments of $859,091 were made to purchase property,
plant and equipment.

5 - CAPITAL STOCK

Capital stock transactions during the period from July 31, 1998 (inception)
through June 30, 2002

Special voting stock

Pursuant to the combination agreement (see Note 1), the Company issued one share
of special voting stock.

Common stock

On July 31, 1998, there were 2,828,105 issued and outstanding shares of common
stock of the Company.

In November 1998, the outstanding 2,828,105 shares of common stock were split 3
for 1 resulting in 8,484,315 shares of common stock outstanding.

Pursuant to the combination agreement (see Note 1), the Company acquired
9066-4871 Quebec Inc., which resulted in a reverse takeover. At the date of the
reverse takeover, the shareholders of the Company owned 8,484,315 shares of
common stock and the fair value of the net assets amounted to ($55,923).

In May 2002, a certificate of amendment was issued changing the authorized
capital stock of the Company. The authorized common stock was increased from
69,999,999 to 200,000,000 shares.

Stock split

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

Warrants

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

<PAGE>
                                                                              15


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

5 - CAPITAL STOCK (Continued)

Stock compensation plans

Effective March 2, 2000, the Company adopted the 2000 Stock Option Plan. Under
the plan, the Company may grant options to the directors, officers, employees
and service providers of the Company or any of its subsidiaries, for up to 10
million shares of common stock. The exercise price of each option equals the
market price of the Company's stock on the date preceding the grant of the
option. Options may be exercised over a period not exceeding 10 years from the
date granted and options vest over various periods up to March 1, 2002.

The Company does not intend to issue any additional options under the 2000 Stock
Option Plan.

Effective January 1, 2001, the Company adopted the 2001 Senior Officers Stock
Option Plan. Under this plan, the Company may grant options to senior officers
of the Company or any of its subsidiaries, for up to 10,000,000 shares of common
stock. The exercise price of each option granted under the plan will equal or
exceed the then-current price of the Company's common stock. The plan was
approved by the Company's Board of Directors on January 3, 2001. On January 9,
2001, the Company granted its two most senior officers options to purchase an
aggregate of 2,855,695 shares at an average price of $0.1875 per share. The
options vested on January 24, 2001. During the year ended June 30, 2002, the
options were cancelled.

Effective February 28, 2001, the Company adopted the 2001 Stock Option Plan (the
"2001 Plan"). The 2001 Plan is administered by the Board of Directors who have
sole discretion and authority to determine individuals eligible for awards
thereunder. The 2001 Plan provides for issuance of a total of 7,500,000 shares
of common stock on or prior to February 28, 2011. The conditions of exercise of
each grant are determined individually by the Board at the time of the grant. In
2001, 4,070,165 options at an exercise price of $0.18 and in 2002, 110,000
options at an exercise price of $0.05 have been granted under this plan. During
the year ended June 30, 2002, 2,390,165 options at an exercise price of $0.18
and 110,000 options at an exercise price of $0.05 were cancelled.

The following table summarizes the changes in all of the stock option plans
during the fiscal years ended June 30, 2001 and 2002:

<TABLE>
<CAPTION>
                                                                           2001-06-30                           2002-06-30
                                                   ----------------------------------   ----------------------------------
                                                                             Weighted                             Weighted
                                                             Number           average             Number           average
                                                         of options    exercise price         of options    exercise price
                                                   ----------------   ---------------   ----------------   ---------------
<S>                                                      <C>                     <C>          <C>                     <C>
                                                                                    $                                    $
Outstanding, beginning of year                            8,103,723              1.98         15,612,341              1.14
Granted                                                   7,655,363              0.26            110,000              0.05
Cancelled                                                  (146,745)             2.00         (5,355,860)             0.18
                                                   ----------------   ---------------   ----------------   ---------------
Outstanding, end of year                                 15,612,341              1.14         10,366,481              1.62
                                                   ================   ===============   ================   ===============

Options exercisable, end of year                          7,639,872              1.06          9,583,981              1.61
                                                   ================   ===============   ================   ===============
</TABLE>

<PAGE>
                                                                              16


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

5 - CAPITAL STOCK (Continued)

The following table summarizes information about these stock option plans as at
June 30, 2002:

<TABLE>
<CAPTION>
                                                                  Options outstanding                  Options exercisable
                                 ----------------------------------------------------  -----------------------------------
                                                           Weighted
                                                            average
                                                          remaining          Weighted                             Weighted
                                          Number        contractual           average             Number           average
    Range of exercise prices          of options         life years    exercise price         of options    exercise price
    ------------------------     ---------------  -----------------  ----------------  -----------------  ----------------
                           $                                                        $                                    $
    <S>                               <C>                       <C>              <C>           <C>                    <C>
                0.14 to 0.18           1,680,000                8.7              0.18            897,500              0.17
                0.69 to 1.33             700,003                8.2              0.98            700,003              0.98
                1.65 to 2.00           7,986,478                7.8              1.98          7,986,478              1.98
                                 ---------------                                       -----------------
                                      10,366,481                                               9,583,981
                                 ===============                                       =================
</TABLE>

The Company applies Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations in accounting for its
plans. Accordingly, no compensation expense has been recognized for its
stock-based compensation plans. Had compensation cost for the Company's stock
option plans been determined based upon the fair value at the grant date for
awards under these plans consistent with the methodology prescribed under
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, the Company's net loss and basic loss per share for the year ended
June 30, 2002 would not be significant ($1,627,806 and $0.05 respectively in
2001 and $1,671,338 and $0.05 respectively in 2000).

The weighted average fair value of options at their grant date was $0.04 ($0.23
in 2001 and $1.45 in 2000).

The fair value of options granted was estimated using the Black-Scholes
option-pricing model with the following weighted average assumptions: risk-free
interest rate of 3.48% (4.75% in 2001 and 6.06% in 2000), annual dividends of
nil, expected life of three and a half years and expected volatility of 170%
(170% in 2001 and 110% in 2000).

<PAGE>
                                       17


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

6 - ADVANCE PAYMENT ON CAPITAL STOCK UNITS

In the year ended June 30, 2001, the Company received $98,834 with respect to a
private placement totalling 1,897,260 shares at $0.078 per share. The balance of
payment of $48,474 was received subsequent to year-end. The shares of common
stock have been issued with respect to this private placement in the year ended
June 30, 2002.

In the year ended June 30, 2002:

-     The Company received $34,508 with respect to a private placement for
      328,648 units at a weighted average stock price of $0.105 per unit. Each
      unit consists of one share of common stock and one half share purchase
      warrant. Each whole warrant will entitle the holder to purchase one
      additional share of common stock of the Company for the same price within
      one year from the date the instalment is received by the Company. The
      expiry date for the warrants are August 12, 2002 and September 10, 2002.
      As of June 30, 2002, no shares of common stock have been issued with
      respect to this private placement.

-     The Company agreed to issue 52,000,000 shares of the Company's common
      stock for $52,000 to a principal shareholder of the Company. The shares of
      common stock to which he is entitled were to be issued after the Company
      increased its authorized number of shares of common stock. He has paid
      $52,000 to the Company. The funds paid are intended to be used to permit
      the continued operation of the Company and to provide funding for the
      Company's efforts to find a suitable merger or acquisition candidate. As
      of June 30, 2002, no shares of common stock have been issued.

-     The Company received $10,310 from the brother of the principal
      shareholder, with respect to a private placement totalling 10,310,000
      shares at $0.001 per share. The shares will be issued concurrently with
      the ones to the principal shareholder of the Company.

7 - RELATED PARTY TRANSACTIONS

The Company entered into the following related party transactions concluded in
the normal course of operations, at exchange value which represents the amount
established and agreed to by related parties:

<TABLE>
<CAPTION>
                                                                                                                   For the
                                                                                                               period from
                                                                                                                1998-07-31
                                                                                                                (inception)
                                                         Year ended        Year ended         Year ended           through
                                                         2000-06-30        2001-06-30         2002-06-30        2002-06-30
                                                   ----------------   ---------------   ----------------   ---------------
                                                                  $                 $                  $                 $
<S>                                                          <C>                   <C>                <C>           <C>
Professional fees for legal services
paid to a shareholder of the
Company(a)                                                   30,384                --                 --            52,871
                                                   ================  ================   ================   ===============
</TABLE>


<PAGE>
                                                                              18


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

7 - RELATED PARTY TRANSACTIONS (Continued)

<TABLE>
<CAPTION>
                                                                                                                   For the
                                                                                                               period from
                                                                                                                1998-07-31
                                                                                                                (inception)
                                                         Year ended        Year ended         Year ended           through
                                                         2000-06-30        2001-06-30         2002-06-30        2002-06-30
                                                   ----------------   ---------------   ----------------   ---------------
                                                                  $                 $                  $                 $
<S>                                                         <C>                    <C>                <C>          <C>
Subcontracting fees for computer
support services and equipment paid
to a company controlled by a
shareholder of the Company                                  134,440                --                 --           139,733
                                                   ================   ===============   ================  ================

Subcontracting fees for professional
services paid to shareholders,
directors and companies controlled by
employees(a)                                                558,002                --                 --           558,002
                                                   ================   ===============   ================  ================
</TABLE>

(a)   During the year ended June 30, 2000, these related parties commenced
      employment with the Company and as a result, the professional services
      ceased.

8 - INCOME TAXES

a)    Reconciliation of the effective tax rate is detailed as follows:

<TABLE>
<CAPTION>
                                                                           Year ended         Year ended        Year ended
                                                                           2000-06-30         2001-06-30        2002-06-30
                                                                      ---------------   ----------------   ---------------
     <S>                                                                   <C>                  <C>                <C>
                                                                                    $                  $                 $
     Income tax benefit according to the statutory income
     tax rate in the United States of America                               1,523,698            199,773            61,480
     Gain on disposal of subsidiary not taxable                                                  779,803
     Unutilized net operating losses and capital assets
     amortization for income tax purposes                                  (1,645,610)          (992,940)          (63,830)
     Income taxes of foreign subsidiaries subject to
     different rates                                                          191,359             16,764             2,920
     Other, net                                                               (69,447)            (3,400)             (570)
                                                                      ---------------   ----------------   ---------------
     Income taxes according to effective tax rates                                 --                 --                --
                                                                      ===============   ================   ===============
</TABLE>

b)    The tax benefits arising from operating losses and capital assets
      amortization for income tax purposes of approximately $900,000 (June 30,
      2002), $723,000 (June 30, 2001), $5,350,000 (June 30, 2000) are not
      recorded in the financial statements. The operating loss carry-forwards
      for income tax purposes of $900,000 are available to offset taxable income
      through the year 2021.

<PAGE>
                                                                              19


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

Notes to Consolidated Financial Statements
(In U.S. dollars)

8 - INCOME TAXES (Continued)

c)    The tax effects of temporary differences that give rise to significant
      portions of the deferred tax assets are as follows:

                                                  2001-06-30        2002-06-30
                                             ---------------  ----------------
                                                           $                 $
     Operating loss carry-forwards                   246,000           306,000
     Valuation allowance                            (246,000)         (306,000)
                                             ---------------  ----------------
     Net deferred tax assets                              --                --
                                             ===============  ================

      The net increase in the valuation allowance amounted to $60,000 in the
      year ended June 30, 2002 (net decrease of $1,801,500 in 2001).

9 - SUBSEQUENT EVENT

Subsequent to June 30, 2002, the Company received a $26,340 non-interest bearing
demand loan from a third party.