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 endedSeptember
                30, 2005[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition periodto
                __________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]





Table
          of Contents


Explanatory
            Note
 
 The
            purpose of this amendment to the Quarterly Report previously filed with
            the
            United States Securities and Exchange Commission on November 14, 2005
            is to
            revise the disclosure in Item 8A titled Controls and
            Procedures.


TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Plan
                of Operation
            4Item
                3:
            Controls
                and Procedures
            5PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            7Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            7Item
                3:
            Defaults
                Upon Senior Securities
            7Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            7Item
                5:
            Other
                Information
            7Item
                6:
            Exhibits
            7


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
        unaudited financial statements included in this Form 10-QSB/A are as
        follows:





(a)
            Unaudited
                Balance Sheet as of September 30,
                2005.


(b)
            Unaudited
                  Statements of Operations for the three months ended September 30,
                  2005 and
                  2004;


(c)
            Unaudited
                  Statements of Cash Flow for the three months ended September 30,
                  2005 and
                  2004;


(d)
            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 September 30,
      2005
      are not necessarily indicative of the results that can be expected for the
      full
      year.


3
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          of Contents




PLANET411.COM,
      INC.


BALANCE
      SHEET


SEPTEMBER
      30, 2005


(UNAUDITED)





ASSETSCurrent
                assetsCash
            
            $
            348Total
                assets
            
            $
            348LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                payable
            
            $
            23,815Accrued
                liabilities
            
            
            49,127Total
                current liabilities
            
            
            72,942Long
                term liabilitiesLoans
                payable
            
            
            40,247Loans
                due to shareholder
            
            
            57,482Total
                long term liabilities
            
            
            97,729Total
                liabilities
            
            
            170,671Stockholders'
                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
            
            
            (6,329,966)Total
                stockholders' deficit
            
            
            (170,323)Total
                liabilities and stockholders' deficit
            
            $
            348




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 endedSeptember
                  30, 2005
              
              
              September
                  30, 2004Revenues
              $
              --
              
              $
              --Cost
                  of revenues
              
              --
              
              
              --Gross
                  profit
              
              --
              
              
              --Operating
                  expensesSelling
                  general and administrative
              
              1,848
              
              
              79Total
                  operating expenses
              
              1,848
              
              
              79Other
                  incomeExchange
                  rate gain (loss)
              
              (8)
              
              
              (37)Loss
                  from operations
              
              (1,840)
              
              
              (42)Provision
                  for income taxes
              
              --
              
              
              --Net
                  loss
              $
              (1,840)
              
              $
              (42)Basic
                  loss per common share
              $
              (0.00)
              
              $
              (0.00)Basic
                  weighted average commonshares
                  outstanding
              
              114,481,590
              
              
              102,971,743


See
      Accompanying Notes to Financial Statements






F-2
 Table
          of Contents




PLANET411.COM,
      INC.


STATEMENTS
      OF CASH FLOWS


(UNAUDITED)




For
                  the three months ended
              
              
              For
                  the three months endedSeptember
                  30, 2005
              
              
              September
                  30, 2004Cash
                  flows from operating activities:Net
                  loss
              
              $
              (1,840)
              
              $
              (42)Adjustments
                  to reconcile net loss to netcash
                  used by operating activities:Changes
                  in operating assets and liabilities:Change
                  in accounts payable
              
              
              1,809
              
              
              --Change
                  in loans payable to shareholder
              
              
              --
              
              
              --Net
                  cash used by operating activities
              
              
              (31)
              
              
              (42)Net
                  change in cash
              
              
              (31)
              
              
              (42)Cash,
                  beginning of period
              
              
              379
              
              
              505Cash,
                  end of period
              
              $
              348
              
              $
              463




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 September
        30, 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 $6,330,000 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. 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 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 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 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
      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 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.




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.




4
 Table
          of Contents


**Assets**




As
      of
      September 30, 2005, our sole asset was cash in the amount of $348.




**Liabilities
      and Stockholders’ Deficit**




Our
      total
      liabilities as of September 30, 2005 were $170,671, compared to $155,389 as
      of
      September 30, 2004. On September 30, 2005, we had current liabilities in the
      amount of $72,942. Our current liabilities consisted of accounts payable in
      the
      amount of $23,815 and accrued liabilities in the amount of $49,127. On September
      30, 2005, we had long-term liabilities in the amount of $97,729. Our long-term
      liabilities consisted of loans payable in the amount of $40,247 and loans due
      to
      shareholder in the amount of $57,482.




**Results
      of Operations for the Three Months Ended September 30,
      2005**




We
      have
      had no material business operations since October 16, 2001. As a result, we
      did
      not earn any revenue during the period ended September 30, 2005.




We
      incurred operating expenses in the amount of $1,848 for the three month period
      ended September 30, 2005, compared to operating expenses of $79 for the three
      month period ended September 30, 2004. Our operating expenses for the period
      ended September 30, 2005 were entirely attributable to selling, general and
      administrative expenses. Our operating expenses increased and consisted
      primarily of accounting and legal expenditures we incurred in complying with
      the
      reporting requirements of the Securities and Exchange Act of 1934, as amended.




We
      incurred a net loss of $1,840 in the three month period ended September 30,
      2005, compared to $42 for the period ended September 30, 2004. Our losses for
      the three month period ended September 30, 2005 and in the same three month
      period ended September 30, 2004 are entirely attributable to operating expenses.




**Liquidity
      and Capital Resources**




As
      of
      September 30, 2005, our sole asset was cash in the amount of $348. We had a
      working capital deficit of $72,594 as of September 30, 2005. 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.




**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 September 30, 2005. This evaluation was carried
        out under the supervision and with the participation of our Former Chief
        Executive Officer and Chief Financial Officer, Victor Cantore. Based upon
        that
        evaluation, our Former Chief Executive Officer and Chief Financial Officer
        concluded that, as of September 30, 2005, our disclosure controls and procedures
        are effective. There have been no significant changes in our internal controls
        over




5
 Table
          of Contents




financial
      reporting during the quarter ended September 30, 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. 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.


6
 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
      September 30, 2005.





**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




7
 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:
              June
                  5, 2006By:    
                  /s/ Derek Ivany
                Derek Ivany
                Title:**Chief
                  Executive Officer, Chief Financial Officer, and
                  Director**