**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        DC 20549
 
 **FORM
        10-QSB/A**
 
 [X]
              Quarterly
                  Report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934For
                  the quarterly period endedMarch
                  31, 2006[
                  ]
              Transition
                  Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                  1934For
                  the transition period ________to
                  __________Commission
                  File Number:000-27645
 
 Planet
        411.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)_______________________________________________________________(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
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes [X] 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,
        2006.
 
 Transitional
        Small Business Disclosure Format (check one): Yes [ ] No [X]
  1
 Table
            of Contents
  Explanatory
          Note
 
 The
          purpose of this Amendment No. 2 to the Quarterly Report on Form 10-QSB
          previously filed with the United States Securities and Exchange Commission
          on
          May 17, 2006, as amended by Amendment No. 1 filed on July 17, 2006, is
          to revise
          the statement of cash flows for the nine months ended March 31, 2006 so
          that the
          disclosure is mathematically accurate.
 
 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:F-1
              Unaudited
                  Balance Sheet as of March 31,
                  2006;F-2
              Unaudited
                  Statements of Operations for the three and nine months ended March
                  31,
                  2006 and 2005;F-3
              Unaudited
                  Statements of Cash Flows for the nine months ended
                  March 31, 2006 and 2005;F-4
              Notes
                  to Unaudited 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, 2006
        are
        not necessarily indicative of the results that can be expected for the full
        year.
  3
 Table
            of Contents
 PLANET411.COM,
          INC.
 BALANCE
          SHEET
 MARCH
          31,
          2006
 (UNAUDITED)
 ASSETSCurrent
                    assetsCash
                $
                9,958Total
                    assets
                $
                9,958LIABILITIES
                    AND STOCKHOLDERS' DEFICITCurrent
                    liabilitiesAccounts
                    payable
                $
                22,221Accrued
                    liabilities
                
                49,127Total
                    current liabilities
                
                71,348Long
                    term liabilitiesLoans
                    payable
                
                40,247Loans
                    due to shareholder
                
                82,133Total
                    long term liabilities
                
                122,380Total
                    liabilities
                
                193,728Stockholders'
                    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
                
                (6,343,413)Total
                    stockholders' deficit
                
                (183,770)Total
                    liabilities and stockholders' deficit
                $
                9,958
   See
          Accompanying Notes to Financial Statements
  F-1
 Table
            of Contents
 PLANET411.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, 2006
                
                
                March
                    31, 2005
                
                
                March
                    31, 2006
                
                
                March
                    31, 2005Revenues
                $
                --
                
                $
                --
                
                $
                --
                
                $
                --Cost
                    of revenues
                
                --
                
                
                --
                
                
                --
                
                
                --Gross
                    profit
                
                --
                
                
                --
                
                
                --
                
                
                --Operating
                    expensesSelling
                    general and administrative
                
                6,237
                
                
                29,434
                
                
                15,295
                
                
                29,551Total
                    operating expenses
                
                6,237
                
                
                29,434
                
                
                15,295
                
                
                29,551Other
                    incomeExchange
                    rate gain (loss)
                
                --
                
                
                --
                
                
                8
                
                
                60Loss
                    from operations
                
                (6,237)
                
                
                (29,434)
                
                
                (15,287)
                
                
                (29,491)Provision
                    for income taxes
                
                --
                
                
                --
                
                
                --
                
                
                --Net
                    loss
                $
                (6,237)
                
                $
                (29,434)
                
                $
                (15,287)
                
                $
                (29,491)Basic
                    loss per common share
                $
                (0.00)
                
                $
                (0.00)
                
                $
                (0.00)
                
                $
                (0.00)Basic
                    weighted average commonshares
                    outstanding
                
                122,971,743
                
                
                109,473,801
                
                
                122,971,743
                
                
                109,473,801
 See
          Accompanying Notes to Financial Statements
 F-2
 Table
            of Contents
  PLANET411.COM,
          INC.
 STATEMENTS
          OF CASH FLOWS
 (UNAUDITED)
   For
                      the nine
                    months
                      ended
                  
                  
                  For
                      the nine months endedMarch
                      31, 2006
                  
                  
                  March
                      31, 2005Cash
                      flows from operating activities:Net
                      loss
                  $
                  (15,287)
                  
                  $
                  (29,491)Adjustments
                      to reconcile net loss to netcash
                      used by operating activities:Changes
                      in operating assets and liabilities:Change
                      in accounts payable
                  
                  215
                  
                  
                  --Net
                      cash used by operating activities
                  
                  (15,072)
                  
                  
                  (29,491)Cash
                      flows from financing activities:Proceeds
                      from issuance of common stocks
                  
                  --
                  
                  
                  20,000Change
                      in loans payable to shareholder
                  
                  24,651
                  
                  
                  10,000Net
                      cash provided by financing activities
                  
                  24,651
                  
                  
                  30,000Net
                      change in cash
                  
                  9,579
                  
                  
                  509Cash,
                      beginning of period
                  
                  379
                  
                  
                  505Cash,
                      end of period
                  $
                  9,958
                  
                  $
                  1,014
  See
          Accompanying Notes to Financial Statements
  F-3
 Table
            of Contents
 
 PLANET411.COM,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 (UNAUDITED)






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,
        2006 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 $6,343,400 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-4
 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. We intend
      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 are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking statements, which are based on
      certain assumptions and describe our future plans, strategies and expectations,
      are generally identifiable by use of the words “believe,” “expect,”
“intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar
      expressions. Our 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 our future prospects on a consolidated
      basis include, but are not limited to: changes in economic conditions,
      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 our business, including additional factors that could materially
      affect our financial results, are included in this discussion and in our other
      filings with the Securities and Exchange Commission.





**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 business and technology opportunities 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. 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
      reported during our second quarter that we expect expenditures of approximately
      $20,000 for the next twelve months in order to remain in compliance with the
      Securities Exchange Act of 1934 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.





4
 Table
            of Contents





We
      do not
      anticipate purchasing any real property or significant equipment in the next
      twelve months.




We
      have
      no employees other than our sole officer, Mr. Derek Ivany. We do not anticipate
      hiring any employees until such time as we are able to acquire any additional
      businesses and/or technology.




**Results
      of Operations for the Three and Nine Months Ended March 31, 2006 and
      2005**





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 period ended March 31,
      2006
      or 2005.





We
      incurred operating expenses in the amount of $6,237 for the three month period
      ended March 31, 2006, compared to operating expenses of $29,434 for the three
      month period ended March 31, 2005. Our operating expenses for the period ended
      March 31, 2006 were entirely attributable to selling, general and administrative
      expenses. We incurred operating expenses in the amount of $15,296 for the nine
      months ended March 31, 2006, compared to operating expenses of $29,551 for
      the
      nine months ended March 31, 2005. Our operating expenses have decreased
      primarily due to lower accounting and legal expenditures incurred during the
      reporting period.





We
      incurred a net loss of $6,237 in the three month period ended March 31, 2006,
      compared to $29,434 for the three month period ended March 31, 2005. For the
      nine month period ended March 31, 2006 we incurred a net loss in the amount
      of
      $15,287, compared to a net loss of $29,491 for the same nine month period in
      the
      prior year. Our losses for the three and nine month periods ended March 31,
      2006
      and 2005 are entirely attributable to operating expenses.




**Liquidity
      and Capital Resources**




As
      of
      March 31, 2006, our sole asset was cash in the amount of $9,958. On March 31,
      2006, we had current liabilities in the amount of $71,348. Our current
      liabilities consisted of accounts payable in the amount of $22,221 and accrued
      liabilities in the amount of $49,127. We had a working capital deficit of
      $61,390 as of March 31, 2006. As a result, we have insufficient capital to
      complete an acquisition in the event that a suitable business or technology
      is
      identified.




We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      complete an acquisition of another business or technology. For these reasons,
      our auditors have stated in their report that they have substantial doubt about
      our ability to continue as a going concern.




**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2006 there were no off balance sheet arrangements.




5
 Table
            of Contents





**Going
      Concern**





We
      have
      incurred cumulative net losses of approximately $6,343,400 since our inception.
      We will require additional capital for our operational activities and our
      ability to raise capital through future issuances of common stock is unknown.
      Obtaining additional financing and attaining profitable operations are necessary
      for us to continue operations. These factors, among others, raise substantial
      doubt about our ability to continue as a going concern. The consolidated
      financial statements do not include any adjustments that may result from the
      outcome of these aforementioned uncertainties.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants list their most “critical
      accounting polices” in the Management Discussion and Analysis. The SEC indicated
      that a “critical accounting policy” is one which is both important to the
      portrayal of a company’s financial condition and results, and requires
      management’s most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. We believe that the following accounting policy fits this
      definition.





**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.





**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, 2006. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Derek Ivany. Based upon that evaluation, our Chief
      Executive Officer and Chief Financial Officer concluded that, as of March 31,
      2006, 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, 2006 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





6
 Table
            of Contents





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. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. 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 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**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





**Item
      2.     Unregistered Sales of Equity
      Securities and Use of Proceeds**





None.





**Item
      3.     Defaults upon Senior
      Securities**





None





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended March
      31, 2006.





**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 and Chief
                Financial 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 Contents




**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:
              August
                  7, 2006By:       /s/
                  Derek Ivany
                Derek
                  Ivany
                Title:**Chief
                  Executive Officer, Chief Financial Officer, and
                  Director**