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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-KSB/A

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First Amendment to

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO _____________

Commission file number 000-33033

PEOPLENET INTERNATIONAL CORPORATION(Name of small business issuer in its charter)



|Delaware                                                       | 02-0575232                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

5201 Great America Parkway, Suite 239Santa Clara, California 95054(Address of Principal Executive Offices including Zip Code)

(408) 988-1888(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of
the Act: None

Securities registered pursuant to Section 12(g) of
the Act:Title of the class
    Name of each exchange on which
      registeredCommon Stock, $ .0001 par value
    None

Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    [X]     No [     ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB, or any amendment to this Form
10-KSB.    [X]

Revenues for its most recent fiscal year: $

Aggregate market value of common stock held by
non-affiliates at March 31, 2006: 
$17,293,032 (see Note A)

Number of shares of common stock outstanding
at March 31, 2006: 17,136,499

DOCUMENTS INCORPORATED BY REFERENCE:      None.

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

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Note A:
Based upon the price in the most recent transaction involving the sale of the
Company's common stock as there is no active trading market.

Explanatory Note: This First Amendment
on Form 10-KSB/A to Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005, is being filed in order to correct the aggregate market value
of shares held by non-affiliates on the cover page, to correctly reflect
outstanding options held by affiliates in Part III, Item 10 and 11, and to
delete listing of "Exhibit No. 23.1 Consent of Independent Registered Public
Accounting Firm" in Index to Exhibits as such consent was not included in the
original filing and is inapplicable.

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PEOPLENET INTERNATIONAL  INCORPORATION2005 AMENDED ANNUAL REPORT ON FORM 10-KSB/AINDEX



|Part III.      |                                                                |   
|-------------- | -------------------------------------------------------------- | --
|Item 10.       | Executive Compensation                                         | 12
|Item 11.       | Security Ownership of Certain Beneficial Owners and Management | 14
|Part IV.       |                                                                |   
|Item 13.       | Exhibits                                                       | 16
|Signatures     |                                                                | 16
|Exhibits Index |                                                                | 34
|Certifications |                                                                | 35



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PART III

Item 10. Executive Compensation

The following table sets forth certain summary information with respect to the compensation paid to our
chief executive officer and to Messrs. Chan and McCargo (collectively the "named
executive officers") for services rendered in all capacities for the period from
January 1, 2002 through December 31, 2005. We had no other executive officers
whose total annual salary and bonus exceeded $100,000 for those fiscal years:





|Name            | Position                                                    | Year                    | Salary              | Other Compensation  | Bonus            | Long-Term Compensation       
|--------------- | ----------------------------------------------------------- | ----------------------- | ------------------- | ------------------- | ---------------- | -----------------------------
|                |                                                             |                         |                     |                     |                  | Awards                       
|                |                                                             |                         |                     |                     |                  | Restricted Stock Award(s) ($)
|Benedict Van    | Chief Executive Officer &  Chairman of the Board & Director | 2005
2004
2003
2002     | NoneNoneNone$23,500 | $42,616NoneNoneNone | NoneNoneNoneNone | NoneNoneNoneNone             
|Anthony K. Chan | Chief Financial Officer & Director                          | 2005
2004
2003
2002     | NoneN.A.NoneNone    | $6,538N.A.NoneNone  | NoneN.A.NoneNone | NoneN.A.NoneNone             
|James McCargo   | Director & Secretary                                        | 2005
2004
2003 and 2002 | NoneNoneN.A.        | $15,000NoneN.A.     | NoneNoneN.A.     | NoneNoneN.A.                 









The following table sets forth certain summary information with
respect to the stock options granted to our named executive officers for the
period from January 1, 2005 through December 31, 2005.

STOCK OPTIONS GRANTS AND EXERCISES

Option/SAR Grants within 2005

Option/SAR Grants in Last Fiscal Year

|Individual Grants
|-----------------
|Name             
|Benedict Van     
|Anthony K. Chan  
|James McCargo    







The following table shows the value at December
31, 2005 of unexercised options held by the
named executive officers:





|                                                                       |                                 |                    | Number of securities underlying unexercised options at fiscal year-end (#) | Value of unexercised in-the-money options at fiscal year-end ($)
|---------------------------------------------------------------------- | ------------------------------- | ------------------ | -------------------------------------------------------------------------- | ----------------------------------------------------------------
|Name                                                                   | Shares acquired on exercise (#) | Value Realized ($) | Exercisable / unexercisable                                                | Exercisable / unexercisable                                     
|Benedict Van, Chief Executive Officer, Chair or the Board and
Director | None                            | None               | 2,699,999 / 0                                                              | $5,183,998 / 0                                                  
|Anthony K. Chan, Chief Financial Officer and
Director                  | None                            | None               | 600,000 / 0                                                                | $1,152,000 / 0                                                  
|James McCargo,
Director and Secretary                                  | None                            | None               | 260,000 / 120,000                                                          | $56,400
/ 0                                                     

(1) Based on using $2.00 per share as the fair market value of our stock as
of December 31, 2005, which was in turn based upon our most recent sales price
of common stock in an arms length transaction which occurred during October,
2005.

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The compensation for our key management will be evaluated from time to time by the Board. The Board
may, in its discretion, award these individuals cash bonuses, options to purchase shares of common stock under our
Equity Incentive Plan and such other compensation, including equity-based compensation, as the Board, or a committee
thereof, shall approve from time to time.



Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 2005, certain information with respect to stock ownership of:

- all persons known by us to be beneficial owners of 5% or more of
our outstanding shares of Common Stock;
- each director and officer; and
- all directors and officers as a group.

The table assumes a
total of 17,086,499 shares of common stock outstanding. In calculating the
number of shares of common stock beneficially owned by a person or group and the
percentage ownership of that person or group, we deemed outstanding shares
subject to options or warrants held by that person or group that are currently
exercisable or exercisable within 60 days of December 31, 2005. We did not deem
these shares outstanding, however, for the purpose of computing the percentage
ownership of any other person or group.

|Name and Address of Beneficial Owner (6)          | Number of Shares of Common Stock | Percentage of Common StockOwnership*
|------------------------------------------------- | -------------------------------- | ------------------------------------
|ECapital Group, Inc. (1)                          | 4,869,999                        | 28.5%                               
|PeopleWeb Communications (1)                      | 3,184,479                        | 18.6%                               
|Kevin Le                                          | 1,100,000                        | 6.4%                                
|Norman Boether                                    | 850,000                          | 5.0%                                
|Benedict Van (director and executive officer) (1) | 2,886,358 (2)                    | 14.6%                               
|Anthony K. Chan (director and executive officer)  | 849,146 (3)                      | 4.8%                                
|James McCargo (director and executive officer)    | 260,000 (4)                      | 1.5%                                
|All Directors and Officers as a group (3 persons) | 3,995,504 (5)                    | 19.4%                               

(1) Mr. Van is also the controlling
person of ECapital Group, Inc. and PeopleWeb Communications. Mr. Van disclaims
beneficial ownership of the Company shares owned by ECapital Group, Inc. and
PeopleWeb Communications. His pecuniary interest in such shares, based on his
percent ownership of such entities would be approximately 4,380,000 and
1,900,000 shares, respectively.  Mr. Van is the sole director of ECapital
Group, Inc. and the sole director of PeopleWeb Communications. Including his pecuniary interest in such
entities and his options described in Note (2) below, Mr. Van would own
9,166,358 shares which is 46.3%.

(2) Includes 2,699,999 shares issuable
upon exercise of options exercisable within sixty days of December 31, 2005.

(3) Includes 600,000 shares issuable
upon exercise of options exercisable within sixty days of December 31, 2005.

(4) Includes 260,000 shares issuable
upon exercise of options exercisable within sixty days of December 31, 2005.

(5) Includes 3,559,999 shares issuable
upon exercise of options exercisable within sixty days of December 31, 2005.
This total excludes shares of ECapital Group, Inc. and PeopleWeb Communications
which Mr. Van may be deemed to beneficially own per note (1). Including his
pecuniary interest in such entities, officer and directors as a group would own
10,275,504 shares which is 49.8%.

(6) The address for the directors and executive officers,
and for Mr. Le and Mr. Boether, is c/o PeopleNet International Corporation,
5201 Great America Parkway, Suite 239, Santa Clara, California 95054.

The address for ECapital Group is
5201 Great America Parkway, Suite 446, Santa Clara, CA 95054.

The address for PeopleWeb
Communications is 5201 Great America Parkway, Suite 446, Santa Clara, CA 95054.



PART IV

Item 13. Exhibits

(a) Exhibits and Index of Exhibits.

See Index to Exhibits on page 34 of this Form 10-KSB/A.



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SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: June 16, 2006



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints each of Benedict Van and Anthony K. Chan as his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any
amendments to this report on Form 10-KSB/A, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.



In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



|Signature                             | Title                                                                                            | Date         
|------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------
|By: /s/ Benedict Van
    Benedict Van | Chief Executive Officer (Principal
    Executive Officer) and Chairman of the Board of Directors | June 16, 2006

|By: /s/ Anthony K. Chan
    Anthony K. Chan | Chief Financial Officer (Principal
    Financial Officer) and Member of the Board of Directors | June 16, 2006
|------------------------------------------- | ---------------------------------------------------------------------------------------------- | -------------

|By: /s/ James McCargo
    James McCargo | Member of the Board of Directors | June 16, 2006
|--------------------------------------- | -------------------------------- | -------------

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Exhibit No.       Exhibit Description

3.1(1) Certificate of Incorporation, as amended on July 24, 2001
3.2(1) By-laws
4.1(1) 2001 Stock Option Plan
4.2(1) 2001 Non-Employee Director Stock Option Plan
4.3(1) 2001 Stock Incentive Plan
10.1(1) Agreement between American Champion Media & American Champion Entertainment dated as of July 10, 2001
10.2(1) Agreement among ACEI, American Champion Media, ECapital Group & Anthony Chan, dated as
of June 20, 2001
10.3(1) Agreement between American Champion Media & World Channel dated as of December 27, 2000
10.4(1) Agreement between American Champion Media & Brighter Child Interactive dated as of September 30, 1999
10.5(1) Agreement between American Champion Media & Prestige Toys Corp dated as of October 13, 1999
10.6(2) Agreement - Sale of Assets between ECapital Group & PeopleNet International dated March 21, 2002
10.7(2) Agreement - Sale of Assets between PeopleNet Corporation & PeopleNet International dated March 21, 2002
21.0 Subsidiaries of the Small Business Issuer 
24.0 Power of Attorney - See page 17 
31.1 Rule 13a-14(a) / 15d-14(a) Certification of Benedict Van, CEO (3)
31.1 Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO (3)
32.0 Section 1350 Certifications (3)

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1. Filed as an exhibit to the Company's Form 10-SB/A dated as of December 3,
2001
2. Filed as an exhibit to the Company's Form 8-K dated as of March 21, 2002
3. Exhibits applicable to this First Amendment are attached.

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Exhibit 21.0

Subsidiaries of the Small Business Issuer

Completo Communications Corporation

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Exhibit 31.1

Rule 13a-14(a) / 15d-14(a) Certification of Benedict Van, CEO

I, Benedict Van, Chief Executive Officer, of PeopleNet
International Corporation, certify that:

1. I have reviewed this First Amendment on Form 10-KSB/A (this "Amendment") to the annual report on Form 10-KSB of PeopleNet
International Corporation for the fiscal year ended December 31, 2005;

2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment;

3. Based on my knowledge, the financial statements, and other financial information included in this Amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this Amendment;

4. The small business issuer's other certifying Officers and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and we have;

a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Amendment is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures; as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's fourth fiscal quarter that has materially affected or is reasonably like to affect, the small business issuer's internal control over financial reporting;

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function);

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: June 16, 2006

/s/ Benedict Van
Benedict Van
Chief Executive Officer

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Exhibit 31.1

Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO

I, Anthony K. Chan, Chief Financial Officer, of PeopleNet
International Corporation, certify that:

1. I have reviewed this First Amendment on Form 10-KSB/A (this "Amendment") to the annual report on Form 10-KSB of PeopleNet
International Corporation for this fiscal year ended December 31, 2005;

2. Based on my knowledge, this Amendmentdoes not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment;

3. Based on my knowledge, the financial statements, and other financial information included in this Amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this Amendment;

4. The small business issuer's other certifying Officers and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and we have;

a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Amendment is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures; as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's fourth fiscal quarter that has materially affected or is reasonably like to affect, the small business issuer's internal control over financial reporting;

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function);

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: June 16, 2006

/s/ Anthony K. Chan
Anthony K. Chan
Chief Financial Officer

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Exhibit 32.0

SECTION 1350 CERTIFICATIONS

We, Benedict Van, Chief Executive Officer and Anthony K. Chan, Chief Financial Officer, of PeopleNet
International Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that to the best of our knowledge:

1. the First Amendment on Form 10-KSB/A (this "Amendment") to the Annual Report on Form 10-KSB of the Company for the year ended
December 31, 2005 (the "Report") fully complies with the requirements of Section 13
(a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and

2. the information contained in the Amendment fairly presents, in all material
respects, the financial condition and results of operations of the Company.



Date: June 16, 2006

/s/ Benedict Van
Benedict Van
Chief Executive Officer
and/s/ Anthony K. Chan
Anthony K. Chan
Chief Financial Officer

The material contained in Exhibit 32.0 is not deemed "filed" with the SEC and is not to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934,
whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

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