UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





**FORM
10-QSB**





xQuarterly Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934





For the quarterly period ended December
31, 2004





o        
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934




For 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 (IRS
Employer Identification No.)


incorporation
or organization)





8720
Dufrost


St.
Leonard, Quebec,
Canada H1P
2Z5


(Address
of principal executive
offices) (Zip
Code)





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




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 [ ] 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 shares of common stock, $0.001 par
value outstanding as of March 1, 2005.





Transitional
Small Business Disclosure Format (check one): Yes [ ] No [X]











**PART
1 - FINANCIAL INFORMATION**





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








The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended December 31, 2004 are not necessarily
indicative of the results that can be expected for the year ending June 30,
2005.








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-




PLANET411.COM,
INC.


BALANCE
SHEET


DECEMBER
31,2004


(UNAUDITED)







ASSETSCurrent
      assetsCash
    
    $
    449Total
      assets
    
    $
    449LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
    
    $
    20,481Accrued
      liabilities
    
    
    47,179Total
      current liabilities
    
    
    67,660Long
      term liabilitiesLoans
      payable
    
    
    40,247Loans
      due to shareholder
    
    
    47,482Total
      long term liabilities
    
    
    87,729Total
      liabilities
    
    
    155,389Stockholders'
      deficitPreferred
      stock; $0.001 par value; 10,000,000 shares
    
    
    --authorized,
      none issued or outstandingCommon
      stock; $0.001 par value; 200,000,000 shares
    
    
    102,972authorized,
      102,971,743 shares issued and outstandingAdditional
      paid-in capital
    
    
    6,036,671Accumulated
      deficit
    
    
    (6,294,583
    )Total
      stockholders' deficit
    
    
    (154,940
    )Total
      liabilities and stockholders' deficit
    
    $
    449






See
Accompanying Notes to Financial Statements





F -
1




PLANET411.COM,
INC.
STATEMENTS
OF OPERATIONS
(UNAUDITED)
 
 For
      the three months ended
    
    For
      the three months ended
    
    For
      the six months ended
    
    For
      the six months endedDecember
      31, 2004
    
    December
      31, 2003
    
    December
      31, 2004
    
    December
      31, 2003Revenues
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --Cost
      of revenues
    
    
    --
    
    
    --
    
    
    --
    
    
    --Gross
      profit
    
    
    --
    
    
    --
    
    
    --
    
    
    --Operating
      expensesSelling
      general and administrative
    
    
    37
    
    
    34
    
    
    116
    
    
    813Total
      operating expenses
    
    
    37
    
    
    34
    
    
    116
    
    
    813Other
      incomeExchange
      rate gain
    
    
    23
    
    
    --
    
    
    60
    
    
    48Loss
      from operations
    
    
    (14
    )
    
    (34
    )
    
    (56
    )
    
    (765
    )Provision
      for income taxes
    
    
    --
    
    
    --
    
    
    --
    
    
    --Net
      loss
    
    $
    (14
    )
    $
    (34
    )
    $
    (56
    )
    $
    (765
    )Basic
      loss per common share
    
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )Basic
      weighted average commonshares
      outstanding
    
    
    102,971,743
    
    
    102,971,743
    
    
    102,971,743
    
    
    102,971,743




See
Accompanying Notes to Financial Statements


F -
2


PLANET411.COM,
INC.


STATEMENT
OF STOCK HOLDERS' DEFICIT
 FOR THE SIX MONTHS ENDED DECEMBER 31,
2004
 (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
    )Net
      loss
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (56
    )
    
    (56
    )Balance,
      December 31, 2004
    
    
    --
    
    $
    --
    
    
    102,971,743
    
    $
    102,972
    
    $
    6,036,671
    
    $
    (6,294,583
    )
    $
    (154,940
    )











****


See
Accompanying Notes to Financial Statements











F -
3


PLANET411.COM,
INC.
STATEMENTS
OF OPERATIONS
(UNAUDITED)


For
      the six months ended
    
    For
      the six months endedDecember
      31, 2004
    
    December
      31, 2003Cash
      flows from operating activities:Net
      loss
    
    $
    (56
    )
    $
    (765
    )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Changes
      in operating assets and liabilities:Change
      in accounts payable and accrued liabilities
    
    
    --
    
    
    --Change
      in loans payable to shareholder
    
    
    --
    
    
    (2,984
    )Net
      cash provided (used) by operating activities
    
    
    (56
    )
    
    (3,749
    )Net
      change in cash
    
    
    (56
    )
    
    (3,749
    )Cash,
      beginning of period
    
    
    505
    
    
    4,327Cash,
      end of period
    
    $
    449
    
    $
    578








See
Accompanying Notes to Financial Statements


F -
4


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 December
31, 2004 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 $6,294,583 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.




SUBSEQUENT EVENTS





During
January 2005, the Company issued 20,000,000 shares of common stock with a par
value of $0.001. As of January 2005, 122,971,743 shares of common stock are
issued and outstanding.
















F -
5


****


**Item
2. Management’s Discussion and Analysis or Plan of
Operations**





**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 Exchange
Act of 1934, 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 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 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
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.





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.








- 3
-





Assets





As of
December 31, 2004, our sole asset was cash in the amount of $449.





Liabilities
and Stockholders’ Deficit





Our total
liabilities as of December 31, 2004 were $155,389. On December 31, 2004 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 $47,482.





As of
December 31, 2004, there was a Stockholders’ deficit of $154,940.





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 six month period ended December 31,
2003. We did not earn any revenue during the three or six month period ended
December 31, 2004.





We
incurred operating expenses in the amount of $37 for the three months ended
December 31, 2004, compared to operating expenses of $34 for the three months
ended December 31, 2003. We incurred operating expenses in the amount of $116
for the six months ended December 31, 2004, compared to operating expenses of
$813 for the six months ended December 31, 2003. Our operating expenses for the
three months ended December 31, 2004 were entirely attributable to selling,
general and administrative expenses.





We have
incurred a net loss of $14 for the three month period ended December 31, 2004,
compared to $34 for the three month period ended December 31, 2003. We have
incurred a net loss of $56 for the six month period ended December 31, 2004,
compared to $765 for the six month period ended December 31, 2003. Our losses
for the three and six month period ended December 31, 2004 and in the same three
month period in the prior year are entirely attributable to operating expenses.





Liquidity
and Capital Resources





As of
December 31, 2004, we had cash in the amount of $449. We had a working capital
deficit of $67,121 on December 31, 2004. 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.





- 4
-








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 December
31, 2004, we incurred cumulative losses of approximately $6,294,643. 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
December 31, 2004, 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 December 31, 2004. 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 our disclosure controls and procedures are effective. There have been no
significant changes in our internal controls or in other factors, which could
significantly affect internal controls subsequent to the date we carried out our
evaluation.





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 Securities and Exchange
Commission'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 are
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.








- 5
-





****


**PART
II - Other Information**





**Item
1. Legal Proceedings**





None.





**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**





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 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











- 6
-








**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: **March
8, 2005**






By:              /s/
Victor
Cantore


**Victor Cantore,**


President
and Director


Chief
Executive Officer and Chief Financial Officer


(Principal
Executive Officer)


(Principal
Accounting Officer)






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