UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 **FORM
10-QSB**
 
 [X]
    Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period endedMarch
      31, 2005[ 
      ]
    Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For the transition period__________to__________Commission File Number:000-27645
 
 **Planet411.com
Inc.**
 (Exact
name of small Business Issuer as specified in its charter)
 
 Delaware
    88-0258277(State
      or other jurisdiction of incorporation or organization)
    (IRS
      Employer Identification No.)
 
 
 8720
      Dufrost, St. Leonard, Quebec, Canada H1P 2Z5(Address
      of principal executive offices)
 
 (514)
      325-4567(Issuer’s
      telephone number)Not
      Applicable(Former
      name, former address and former fiscal year, if changed since last
      report)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X] Yes [
] No
 
 State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 122,971,743 common shares as of March 31,
2005
 
 Transitional
Small Business Disclosure Format (check one): Yes [ ] No
[X]
  ***Table of
Contents***
  
 
 TABLE OF
      CONTENTS
    PagePART I - FINANCIAL INFORMATIONItem 1:
    Financial Statements
    3Item 2:
    Plan of Operation
    4Item 3:
    Controls and Procedures
    6PART II - OTHER INFORMATIONItem 1:
    Legal Proceedings
    8Item 2:
    Unregistered Sales of Equity Securities and Use
      of Proceeds
    8Item 3:
    Defaults Upon Senior Securities
    8Item 4:
    Submission of Matters to a Vote of Security
      Holders
    8Item 5:
    Other Information
    8Item 6:
    Exhibits
    8
  2
 ***Table of
Contents***
  **PART I - FINANCIAL INFORMATION**
 
 **Item 1.  Financial
Statements**
 
 Our
unaudited financial statements included in this Form 10-QSB are as
follows:
 
 (a)
    Balance
      Sheet as of March 31, 2005.
 (b)
    Statements
      of Operations for the three month and nine months ended March 31, 2005 and
      2004;
 (c)
    Statement
      of Stockholders’ Deficit for the nine months ended March 31,
      2005.
 (d)
    Statements
      of Cash Flow for the nine months ended March 31, 2005 and 2004;
 (e)
    Notes
      to Financial Statements.
 
 These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-QSB. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the interim period ended March 31, 2005 are
not necessarily indicative of the results that can be expected for the full
year.


3
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Contents***




PLANET
411.COM, INC.


BALANCE
SHEET


MARCH 31,
2005


(UNAUDITED)


ASSETSCurrent assetsCash
    $
    1,014Total assets
    $
    1,014LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable
    $
    20,481Accrued liabilities
    
    47,179Total current
      liabilities
    
    67,660Long term liabilitiesLoans payable
    
    40,247Loans due to shareholder
    
    57,482Total long term
      liabilities
    
    97,729Total liabilities
    
    165,389Stockholders' deficitPreferred stock; $0.001 par
      value; 10,000,000 shares
    
    --authorized, none issued or
      outstandingCommon stock; $0.001 par value;
      200,000,000 shares
    
    122,972authorized,
      122,971,743 shares issued and outstandingAdditional paid-in
    capital
    
    6,036,671Accumulated deficit
    
    (6,324,018)Total stockholders'
      deficit
    
    (164,375)Total liabilities and stockholders' deficit
    $
    1,014


See
Accompanying Notes to Financial Statements




F -
1
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Contents***




PLANET 411.COM, INC


STATEMENTS OF OPERATIONS


(UNAUDITED)


For
      the three months ended
    
    For
      the three months ended
    
    For
      the nine months ended
    
    For
      the nine months endedMarch
      31, 2005
    
    March
      31, 2004
    
    March
      31, 2005
    
    March
      31, 2004Revenues
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --Cost
      of revenues
    
    --
    
    
    --
    
    
    --
    
    
    --Gross
      profit
    
    --
    
    
    --
    
    
    --
    
    
    --Operating
      expensesSelling
      general and administrative
    
    29,434
    
    
    33
    
    
    29,551
    
    
    847Total
      operating expenses
    
    29,434
    
    
    33
    
    
    29,551
    
    
    847Other
      incomeExchange
      rate gain
    
    --
    
    
    --
    
    
    60
    
    
    48Loss
      from operations
    
    (29,434
    )
    
    (33
    )
    
    (29,491
    )
    
    (799)Provision
      for income taxes
    
    --
    
    
    --
    
    
    --
    
    
    --Net
      loss
    $
    (29,434
    )
    $
    (33
    )
    $
    (29,491
    )
    $
    (799)Basic
      loss per common share
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00)Basic
      weighted average commonshares
      outstanding
    
    109,473,801
    
    
    102,971,743
    
    
    109,473,801
    
    
    102,971,743


See
Accompanying Notes to Financial Statements




F -
2
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Contents***




PLANET 411.COM, INC


STATEMENT
OF STOCKHOLDERS' DEFICIT


FOR THE
NINE MONTHS ENDED MARCH 31, 2005


(UNAUDITED)


TotalPreferred
      Stock
    Common
      Stock
    
    Additional
    
    Accumulated
    
    Stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in
      Capital
    
    Deficit
    
    DeficitBalance,
      June 30, 2004
    
    --
    
    
    --
    
    
    102,971,743
    
    
    102,972
    
    
    6,036,671
    
    
    (6,294,527
    )
    
    (154,884)Issuance
      of common stock for cash, $.001 per share
    
    --
    
    
    --
    
    
    20,000,000
    
    
    20,000
    
    
    --
    
    
    --
    
    
    20,000Net
      loss
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (29,491
    )
    
    (29,491)Balance,
      March 31, 2005
    
    --
    
    $
    --
    
    
    122,971,743
    
    $
    122,972
    
    $
    6,036,671
    
    $
    (6,324,018
    )
    $
    (164,375)


See
Accompanying Notes to Financial Statements




F -
3
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Contents***


PLANET 411.COM, INC
 STATEMENT OF CASH FLOWS
 (UNAUDITED)




For
      the nine months ended
    
    For
      the nine months endedMarch
      31, 2005
    
    March
      31, 2004Cash
      flows from operating activities:Net
      loss
    $
    (29,491
    )
    $
    (799)Adjustments
      to reconcile net loss to netcash
      used by operating activities:Changes
      in operating assets and liabilities:Change
      in loans payable to shareholder
    
    10,000
    
    
    (2,984)Net
      cash used by operating activities
    
    (19,491
    )
    
    (3,783)Cash
      flows from financing activities:Proceeds
      from issuance of common stock
    
    20,000
    
    
    --Net
      cash provided by financing activities
    
    20,000
    
    
    --Net
      change in cash
    
    509
    
    
    (3,783)Cash,
      beginning of period
    
    505
    
    
    4,327Cash,
      end of period
    $
    1,014
    
    $
    544








See
Accompanying Notes to Financial Statements


F -
4
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Contents***




1. BASIS
OF PRESENTATION
 
 The
accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements.
 
 The
interim financial statements present the condensed balance sheet, statements of
operations, stockholders’ deficit and cash flows of Planet411.com, Inc. The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.
 
 The
interim financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of March 31,
2005 and the results of operations presented herein have been included in the
financial statements. Interim results are not necessarily indicative of results
of operations for the full year.
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 2. SIGNIFICANT
ACCOUNTING POLICIES
 
 Use of
estimates - The
preparation of unaudited financial statements in conformity with accounting
principles generally accepted in the United States 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 unaudited financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
 
 3. GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred cumulative net losses
of approximately $6,324,018 since its inception and requires capital for its
contemplated operational and marketing activities to take place. The company’s
ability to raise additional capital through the future issuances of the common
stock is unknown. The obtainment of additional financing, the successful
development of the Company’s contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt the Company’s ability to continue as a
going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties.


F -
5
 ***Table of
Contents***




**Item 2.     Plan of
Operation**


**Forward-Looking
Statements**
 
 Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
materially from those included in the forward-looking statements. The Company
intends such forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
complying with those safe-harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the
words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse affect on the operations and future
prospects of the Company include, but are not limited to: changes in economic
conditions generally and the e-business
industry (selling of retail goods on the Internet), legislative/regulatory
changes, availability of capital, interest rates, competition, and generally
accepted accounting principles. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Further information concerning the Company and
its business, including additional factors that could materially affect the
Company’s financial results, is included herein and in the Company’s other
filings with the SEC.
 
 **Plan
of Operation**
 
 We
currently have no business activities. Due to our inability to secure funding,
we were unable to implement our previous business plan and ceased operations on
October 16, 2001. Since this time, we have attempted to identify and evaluate
other businesses and technology opportunities for acquisition in order to
proceed with an active business operation. At the present time, we have not
identified any other business and/or technology opportunities that our
management believes are consistent with the best interest of the company. Given
our lack of success in generating any discussions, we plan to retain a
consultant to assist us identifying additional business and/or technology for
acquisition, but have not retained a consultant at the present time. Our plan of
operations is to continue our attempts to identify and evaluate other business
and technology opportunities in order to proceed with an active business
operation.
 
 We
currently have forecasted the expenditure of approximately $20,000 during the
next twelve months in order to remain in compliance with the Securities Exchange
Act of 1934, retain a consultant, and to identify additional business and/or
technology for acquisition. We can provide no assurance that we will be
successful in acquiring other businesses or technology due to our limited
working capital. We anticipate that if we are successfully able to identify any
technology or business for acquisition, we will require additional financing in
order for us to complete the acquisition. We can provide no assurance that we
will receive additional financing if sought.
 
 We do not
anticipate purchasing any real property or significant equipment in the next
twelve months.
 
 At the
present time, we have no employees other than our sole officer and director, Mr.
Victor Cantore. We do not anticipate hiring any employees until such time as we
are able to acquire any additional businesses and/or technology.
  4
 ***Table of
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  Assets
 
 As of
March 31, 2005, our sole asset was cash in the amount of $1,014.
 
 Liabilities
and Stockholders’ Deficit
 
 Our total
liabilities as of March 31, 2005 were $165,389. On March 31, 2005 our
liabilities consisted of accounts payable in the amount of $20,481, accrued
liabilities in the amount of $47,179, loans payable in the amount of $40,247,
and loans due to shareholder in the amount of $57,482.
 
 As of
March 31, 2005, there was a Stockholders’ deficit of $164,375.
 
 Results
of Operations
 
 We have
had no material business operations since October 16, 2001. As a result, we did
not earn any revenue during the three or nine months ended March 31, 2005 or
2004.
 
 We
incurred operating expenses in the amount of $29,434 for the three months ended
March 31, 2005, compared to operating expenses of $33 for the three months ended
March 31, 2004. We incurred operating expenses in the amount of $29,551 for the
nine months ended March 31, 2005, compared to operating expenses of $847 for the
nine months ended March 31, 2004. Our operating expenses for the three months
ended March 31, 2005 were entirely attributable to selling, general and
administrative expenses. The significant increase in our expenses in primarily
attributable to legal and accounting fees incurred in connection with bringing
our disclosure current.
 
 We have
incurred a net loss of $29,434 for the three month period ended March 31, 2005,
compared to $33 for the three month period ended March 31, 2004. We incurred a
net loss of $29,491 for the nine month period ended March 31, 2005, compared to
$799 for the nine month period ended March 31, 2004. Our losses for the three
and nine months ended March 31, 2005 and 2004 are entirely attributable to
operating expenses.
 
 Liquidity
and Capital Resources
 
 As of
March 31, 2005, we had cash in the amount of $1,014. We had a working capital
deficit of $66,646 on March 31, 2005. As a result, we had insufficient capital
to complete an acquisition in the event that a suitable business or technology
was identified.
 
 We
anticipate that we will require additional financing to enable us to complete an
acquisition. We plan to raise additional capital through an equity offering
under Regulation S in which the proposed offering and sale would be made outside
the United States in an offshore transaction with no directed selling efforts
made in the United States. However, we can provide no assurance that if we
pursue additional financing we will receive any financing.
 
 We have
not attained profitable operations and are dependent upon obtaining financing to
complete an acquisition of another business or technology. We can provide no
assurance that we will receive any additional financing. For these reasons, our
auditors have stated in their report that they have substantial doubt about our
ability to continue as a going concern.
  5
 ***Table of
Contents***
  Going
Concern
 
 Our
independent auditors have stated in their Auditor’s Report included in our
annual report on Form 10-KSB that we have incurred operating losses, accumulated
deficit, and negative cash flow from operations. From our inception to March 31,
2005, we incurred cumulative losses of approximately $6,324,018. Our ability to
raise capital through future issuances of common stock is unknown. Our future is
dependent on our ability to obtain financing and develop new business
opportunities into profitable operations.
 
 These
factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our
consolidated financial statements do not include any adjustments that may result
from the outcome of these aforementioned uncertainties.
 
 Off
Balance Sheet Arrangements
 
 As of
March 31, 2005, there were no off balance sheet arrangements.
 
 **Item 3.     Controls and Procedures**
 
 We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Mr. Victor Cantore. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of March
31, 2005, our disclosure controls and procedures are effective. There have been
no significant changes in our internal controls over financial reporting during
the quarter ended March 31, 2005 that have materially affected or are reasonably
likely to materially affect such controls.
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
 
 Limitations
on the Effectiveness of Internal Controls
 
 Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any
 
 6
 ***Table of
Contents***
 
 design
will succeed in achieving its stated goals under all potential future
conditions. Over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate.
  7
 ***Table of
Contents***
  **PART II - OTHER INFORMATION**
 
 **Item 1.     Legal
Proceedings**
 
 None.
 
 **Item 2.     Unregistered Sales
of Equity Securities and Use of Proceeds**
 
 The
information set forth below discloses all issuance of our equity securities
without registration under the Securities Act of 1933 during the reporting
period.
 
 On
January 10, 2005, we completed an offering of 20,000,000 shares of common stock,
par value $0.001, $0.001 per share to a total of four (4) investors. The total
amount we received from this offering was $20,000. No commissions were
paid.
 
 We
completed this offering pursuant to Regulation S of the Securities Act. Each
purchaser represented to us that he or she was a non-US person as defined in
Regulation S. We did not engage in a distribution of this offering in the United
States. Each purchaser represented his intention to acquire the securities for
investment only and not with a view toward distribution. We requested our stock
transfer agent to affix appropriate legends to the stock certificate issued to
each purchaser in accordance with Regulation S and the transfer agent affixed
the appropriate legends. Each investor was given adequate access to sufficient
information about us to make an informed investment decision. None of the
securities were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. No registration rights were
granted to any of the purchasers.
 
 **Item 3.       Defaults Upon
Seniro Securities**
 
 None.
 
 **Item 4.     Submission of Matters
to a Vote of Security Holders**
 
 None.
 
 **Item 5.     Other
Information**
 
 None.
 
 **Item 6.      Exhibits**
 
 **Exhibit Number**
    **Description of Exhibit**
      ****31.1
    Certification of Chief Executive Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
    Certification of Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
    Certification of Chief Executive
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002
   8
 ***Table of
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 **SIGNATURES**
 
 In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 **Planet411.com
      Inc.**Date:
    May
      13, 2005By:/s/
      Victor Cantore
      Victor
      Cantore
      Title:**Chief
      Executive Officer, Chief Financial Officer, and
      Director**
 
 
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