UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
          10-KSB/A**


[X]
              ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934For
                  the fiscal year endedJune
                  30, 2005[ 
                  ]
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACTFor
                  the transition period from _________ to ________Commission
                  file number:000-27645





**Planet411.com
                Inc.**(Name
                of small business issuer in its charter)**Delaware**
            **88-0258277**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**8720
                Dufrost**
              **St.
                Leonard, Quebec, Canada**
            **H1P
                2Z5**(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
                telephone number(514)
                325-4567Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registeredNone
            Not
                ApplicableSecurities
                registered under Section 12(g) of the Exchange Act:Common
                Stock, par value $0.001(Title
                of Class)





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act during the past 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. Yes [X]
      No [
      ]





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will 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 [ ]





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
      issuer’s revenue for its most recent fiscal year: $0





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days. $1,419,435
      as of October 25, 2005 . ****




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      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 Annual Report previously filed with
              the United
              States Securities and Exchange Commission on November 3, 2005 is to
              revise the
              disclosure in Item 8A titled Controls and Procedures and to revise
              the
              Statements of Cash Flows to properly classify cash flows related to
              loans
              payable to shareholders as cash flows from financing
              activities.




**TABLE
      OF CONTENTS**








PagePART
                IItem
                1:
            Description
                of Business
            2Item
                2:
            Description
                of Property
            3Item
                3:
            Legal
                Proceedings
            3Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            3PART
                IIItem
                5:
            Market
                for Common Equity and Related Stockholder Matters
            4Item
                6:
            Plan
                of Operation
            6Item
                7:
            Financial
                Statements
            9Item
                8:
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            10Item
                8A:
            Controls
                and Procedures
            10Item
                8B:
            Other
                Information
            11PART
                IIIItem
                9:
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            12Item
                10:
            Executive
                Compensation
            14Item
                11:
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            15Item
                12:
            Certain
                Relationships and Related
                Transactions
            16Item
                13:
            Exhibits
            17Item
                14:
            Principal
                Accountant Fees and Services
            17





1
 Table
          of Contents


**PART
      I**





**Item
      1. Description of Business**




**Overview**





Our
      predecessor was originally incorporated as a Nevada corporation on April 23,
      1990 under the name Investor Club of the United States. Our predecessor changed
      its name several times since it filed its articles of incorporation. The name
      was changed to Noble Financing Group Inc. (in 1992), then to Newman Energy
      Technologies Incorporated (1998), then World Star Asia, Inc. (1998), Comgen
      Corp. (1998) and then to Planet411.com Corporation on February 11, 1999 to
      reflect the company’s current business objectives.





We
      were
      incorporated under the laws of the State of Delaware on July 13, 1999 under
      the
      name Planet411.com Inc. Planet411.com Corporation was merged into and with
      Planet411.com Inc. on October 6, 1999.





**Description
      of Business**





We
      currently have no business activities. Due to our inability to secure funding,
      we were unable to implement our previous business plan and ceased operations
      on
      October 16, 2001. Since this time, we have attempted to identify and evaluate
      other businesses and technology opportunities for acquisition in order to
      proceed with an active business operation. At the present time, we have not
      identified any other business and/or technology opportunities that our
      management believes are consistent with the best interest of the company. Given
      our lack of success in generating any discussions, we plan to retain a
      consultant to assist us identifying additional business and/or technology for
      acquisition, but have not retained a consultant at the present time.





**Patents,
      Licenses, Trademarks, Intellectual Property, Franchises, Concessions, Royalty
      Agreements, or Labor Contracts**





We
      do not
      own any interest in a patent, trademark, license, franchise, concession, or
      royalty agreement.





**Employees**





At
          the
          present time, 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.




**Government
      Regulation**




We
      are
      not aware of any existing or probable governmental regulation that will have
      a
      material impact on our company.





We
      are
      not subject to any compliance with environmental laws.


2
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          of Contents


**Research
      and Development**





We
      did
      not incur any research or development expenditures during the fiscal years
      ended
      June 30, 2005 or 2004.





**Item
      2. Description of Property**





We
        do not
        own or lease any real estate property. Our offices are located at 8720 Dufrost,
        St. Leonard, Quebec, Canada H1P 2Z5. Our offices are provided at no
        cost.





**Item
      3. Legal Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which our sole officer or director or any beneficial holder
      of 5% or more of our voting securities is adverse to us or has a material
      interest adverse to us.





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





No
      matters have been submitted to our security holders for a vote at a meeting or
      otherwise during the fiscal years ended June 30, 2005 or 2004.





3
 Table
          of Contents




**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters**





**Market
      Information**





Our
      common stock is currently quoted on the OTC Bulletin Board, which is sponsored
      by the National Association of Securities Dealers (“NASD”). The OTC Bulletin
      Board is a network of security dealers who buy and sell stock. The dealers
      are
      connected by a computer network that provides information on current "bids"
      and
      "asks", as well as volume information. Our shares are quoted on the OTC Bulletin
      Board under the symbol “ PFOO.”





The
      following table sets forth the range of high and low bid quotations for our
      Common Stock for each of the periods indicated for which such information was
      available. These quotations reflect inter-dealer prices, without retail mark-up,
      mark-down or commission and may not represent actual transactions.






Fiscal
                Year Ending June 30, 2005Quarter
                Ended
            High
                $
            Low
                $June
              30, 2005
            0.01
            0Fiscal
                Year Ending June 30, 2004Quarter
                Ended
            High
                $
            Low
                $September
              30, 2003
            0.001
            0.001December
              31, 2003
            0.001
            0.0001March
              31, 2004
            0.001
            0.0001June
              30, 2004
            0.002
            0.0001





On
      October 25, 2005 the last sales price per share of our common stock was
      $0.02.





**Penny
      Stock**





The
      Securities Exchange Commission has adopted rules that regulate broker-dealer
      practices in connection with transactions in penny stocks. Penny stocks are
      generally equity securities with a price of less than $5.00, other than
      securities registered on certain national securities exchanges or quoted on
      the
      Nasdaq system, provided that current price and volume information with respect
      to transactions in such securities is provided by the exchange or system. The
      penny stock rules require a broker-dealer, prior to a transaction in a penny
      stock not otherwise exempt from those rules, deliver a standardized risk
      disclosure document prepared by the Commission, which: (a) contains a
      description of the nature and level of risk in the market for penny stocks
      in
      both public


4
 Table
          of Contents


offerings
      and secondary trading; (b) contains a description of the broker's or dealer's
      duties to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of Securities'
      laws; (c) contains a brief, clear, narrative description of a dealer market,
      including bid and ask prices for penny stocks and significance of the spread
      between the bid and ask price; (d) contains a toll-free telephone number for
      inquiries on disciplinary actions; (e) defines significant terms in the
      disclosure document or in the conduct of trading in penny stocks; and (f)
      contains such other information and is in such form as the Commission shall
      require by rule or regulation. The broker-dealer also must provide, prior to
      effecting any transaction in a penny stock, the customer: (a) with bid and
      offer
      quotations for the penny stock; (b) the compensation of the broker-dealer and
      its salesperson in the transaction; (c) the number of shares to which such
      bid
      and ask prices apply, or other comparable information relating to the depth
      and
      liquidity of the market for such stock; and (d) monthly account statements
      showing the market value of each penny stock held in the customer's account.
      In
      addition, the penny stock rules require that prior to a transaction in a penny
      stock not otherwise exempt from those rules; the broker-dealer must make a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser's written acknowledgment of the receipt
      of a risk disclosure statement, a written agreement to transactions involving
      penny stocks, and a signed and dated copy of a written suitably statement.





These
      disclosure requirements may have the effect of reducing the trading activity
      in
      the secondary market for our stock if it becomes subject to these penny stock
      rules. Therefore, because our common stock is subject to the penny stock rules,
      stockholders may have difficulty selling our securities.





**Holders
      of Our Common Stock**





As
      of
      June 30, 2005, there were approximately ninety-three (93) holders of our common
      stock and
      several other stockholders hold shares in street name .





**Dividends**





We
      have
      not declared any dividends, and we do not plan to declare any dividends in
      the
      foreseeable future.





There
      are
      no restrictions in our articles of incorporation or bylaws that prevent us
      from
      declaring dividends.





**Recent
      Sales of Unregistered Securities**





The
      information set forth below relates to our issuances of equity securities
      without registration under the Securities Act of 1933 during the fiscal year
      ended June 30, 2005.





On
      January 10, 2005, we completed an offering of 20,000,000 shares of our common
      stock at the price of $0.001 per share to a total of four (4) investors. The
      total amount we received from this offering was $20,000. No commissions were
      paid.


5
 Table
          of Contents





We
      completed this offering pursuant to Regulation S of the Securities Act. Each
      purchaser represented to us that he or she was a non-US person as defined in
      Regulation S. We did not engage in a distribution of this offering in the United
      States. Each purchaser represented his intention to acquire the securities
      for
      investment only and not with a view toward distribution. We requested our stock
      transfer agent to affix appropriate legends to the stock certificate issued
      to
      each purchaser in accordance with Regulation S and the transfer agent affixed
      the appropriate legends. Each investor was given adequate access to sufficient
      information about us to make an informed investment decision. None of the
      securities were sold through an underwriter and accordingly, there were no
      underwriting discounts or commissions involved. No registration rights were
      granted to any of the purchasers.





**Item
      6. 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 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 retail market specifically,
      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


6
 Table
          of Contents


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.


**Assets**





As
      of
      June 30, 2005, our sole asset was cash in the amount of $379. As of June 30,
      2004, our sole asset was cash in the amount of $505.





**Liabilities
      and Stockholders’ Deficit**





Our
      total
      liabilities as of June 30, 2005 were $168,862, compared to $155,389 as of June
      30, 2004. On June 30, 2005, we had current liabilities in the amount of $71,133.
      Our current liabilities consisted of accounts payable in the amount of $22,006
      and accrued liabilities in the amount of $49,127. On June 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**





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





We
      incurred operating expenses in the amount of $33,671 for the fiscal year ended
      June 30, 2005, compared to operating expenses of $4,484 for the fiscal year
      ended June 30, 2004. Our operating expenses for the fiscal year ended June
      30,
      2005 were entirely attributable to selling, general and administrative expenses.
      Our operating expenses increased significantly primarily because of accounting
      and legal expenditures we incurred in connection with bringing our disclosure
      current and complying with the reporting requirements of the Securities and
      Exchange Act of 1934, as amended.


7
 Table
          of Contents


We
      incurred a net loss of $33,599 in the fiscal year ended June 30, 2005, compared
      to $4,442 for the fiscal year end June 30, 2004. Our losses for the fiscal
      year
      ended June 30, 2005 and in the prior fiscal year are entirely attributable
      to
      operating expenses.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2005, we had cash in the amount of $379, compared to cash of $505
      as of
      June 30, 2004. We had a working capital deficit of $70,754 as of June 30, 2005,
      compared to $67,155 for the fiscal year end June 30, 2004. 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
      June 30, 2005, there were no off balance sheet arrangements.





**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 June
      30,
      2005, we incurred cumulative losses of approximately $6,328,000. 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.




8
 Table
          of Contents


**Item
      7. Financial Statements**





Index
                to Audited Consolidated Financial
                Statements:F-1
            Independent Auditor’s
                ReportF-2
            Balance Sheet - June
                30,
                2005F-3
            Statements
                of
                Operations - Years Ended June 30, 2005 and June 30,
                2004F-4
            Statements of Stockholders’
                Deficit - Years Ended June 30, 2005 and June 30,
                2004F-5
            Statements of Cash Flows
                - Years
                Ended June 30, 2005 and June 30, 2004F-6
            Notes to Financial
                Statements






9
 Table
          of Contents
 ***De
              Joya Griffith & Company LLC***
 **Certified
              Public Accountants & Consultants**
 **2425
              W. Horizon Ridge Parkway**
 **Henderson,
              Nevada 89052**
   
 REPORT
              OF
              INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 To
              the
              Board of Directors
 Planet411.com,
              Inc.
 St.
              Leonard, Quebec, Canada
 
 We
              have
              audited the accompanying balance sheet of Planet411.com, Inc. as of
              June 30,
              2005 and the related statements of operations, stockholders’ deficit, and cash
              flows for the years ended June 30, 2005 and 2004. These financial statements
              are
              the responsibility of the Company’s management. Our responsibility is to express
              an opinion on these financial statements based on our audit.
 
 We
              conducted our audit in accordance with standards of the Public Company
              Accounting Oversight Board (United States). Those standards require
              that we plan
              and perform the audit to obtain reasonable assurance about whether
              the
              consolidated financial statements are free of material misstatement.
              An audit
              includes examining, on a test basis, evidence supporting the amounts
              and
              disclosures in the financial statements. An audit also includes assessing
              the
              accounting principles used and significant estimates made by management,
              as well
              as evaluating the overall consolidated financial statement presentation.
              We
              believe that our audit provides a reasonable basis for our opinion.
 
 In
              our
              opinion, the financial statements referred to above present fairly,
              in all
              material respects, the financial position of Planet411.com, Inc. as
              of June 30,
              2005, and the results of its operations and cash flows for the years
              ended June
              30, 2005 and 2004 in conformity with accounting principles generally
              accepted in
              the United States.
 The
                  accompanying financial statements have been prepared assuming that
                  the Company
                  will continue as a going concern. As discussed in Note 1 to the
                  financial
                  statements, the Company has suffered recurring losses from operations,
                  which
                  raise substantial doubt about its ability to continue as a going
                  concern.
                  Management's plans regarding those matters also are described in
                  Note 1. The
                  financial statements do not include any adjustments that might
                  result from the
                  outcome of this uncertainty.
 
 De
              Joya
              Griffith & Company, LLC
 October
              24, 2005
 Henderson,
              Nevada
 F-1
 Table
              of Contents
  PLANET411.COM,
        INC.


BALANCE
        SHEET
 JUNE
        30, 2005




ASSETSCurrent
                  assetsCash
              $
              379Total
                  assets
              $
              379LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilitiesAccounts
                  payable
              $
              22,006Accrued
                  liabilities
              
              49,127Total
                  current liabilities
              
              71,133Long
                  term liabilitiesLoans
                  payable
              
              40,247Loans
                  due to shareholder
              
              57,482Total
                  long term liabilities
              
              97,729Total
                  liabilities
              
              168,862Stockholders'
                  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
              
              (6,328,126)Total
                  stockholders' deficit
              
              (168,483)Total
                  liabilities and stockholders' deficit
              $
              379
   See
        Accompanying Report of Independent Registered Public Accounting Firm and
        Notes
        to Financial Statements
  F-2
 Table
            of Contents


PLANET411.COM,
      INC. STATEMENT
          OF OPERATIONS







For
                  the YearEnded
                June
                  30, 2005
            
            For
                  the Year Ended
                June
                    30, 2004Revenues
            $
            --
            
            $
            --Cost
                of revenues
            
            --
            
            
            --Gross
                profit
            
            --
            
            
            --Operating
                expensesSelling
                general and administrative
            
            33,671
            
            
            4,484Total
                operating expenses
            
            33,671
            
            
            4,484Other
                incomeExchange
                rate gain
            
            72
            
            
            42Loss
                from operations
            
            (33,599)
            
            
            (4,442)Provision
                for income taxes
            
            --
            
            
            --Net
                loss
            $
            (33,599)
            
            $
            (4,442)Basic
                loss per common share
            $
            (0.00)
            
            $
            (0.00)Basic
                weighted average commonshares
                outstanding
            
            112,341,606
            
            
            102,971,743






See
        Accompanying Report of Independent Registered Public Accounting Firm and
        Notes
        to Financial Statements




F-3
 Table
          of Contents


PLANET411.COM,
          INC.
 STATEMENT
          OF STOCKHOLDERS' DEFICIT
 FOR
          THE YEAR ENDED JUNE 30, 2005
  Preferred
                    Stock
                
                
                Common
                    StockShares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Additional
                      Paid-in
                      Capital
                
                
                Accumulated
                    Deficit
                
                
                TotalStockholders'
                      DeficitBalance,
                    June 30, 2003
                
                --
                
                
                --
                
                
                102,971,743
                
                
                102,972
                
                
                6,036,671
                
                
                (6,290,085)
                
                
                (150,442)Net
                    loss
                
                --
                
                
                --
                
                
                --
                
                
                --
                
                
                --
                
                
                (4,442)
                
                
                (4,442)Balance,
                    June 30, 2004
                
                --
                
                
                --
                
                
                102,971,743
                
                
                102,972
                
                
                6,036,671
                
                
                (6,294,527)
                
                
                (154,884)Issuance
                    of common stock for cash, $.001 per share
                
                --
                
                
                --
                
                
                20,000,000
                
                
                20,000
                
                
                --
                
                
                --
                
                
                20,000Net
                    loss
                
                --
                
                
                --
                
                
                --
                
                
                --
                
                
                --
                
                
                (33,599)
                
                
                (33,599)Balance,
                    June 30, 2005
                
                --
                
                $
                --
                
                
                122,971,743
                
                $
                122,972
                
                $
                6,036,671
                
                $
                (6,328,126)
                
                $
                (168,483)
 See
            Accompanying Report of Independent Registered Public Accounting Firm
            and Notes
            to Financial Statements
  F-4
 Table
              of Contents




PLANET411.COM,
      INC.


STATEMENTS
        OF CASH FLOWS
   For
                  the Year Ended
              
              
              For
                  the Year EndedJune
                  30, 2005
              
              
              June
                  30, 2004Cash
                  flows from operating activities:Net
                  loss
              $
              (33,599)
              
              $
              (4,442)Adjustments
                  to reconcile net loss to netcash
                  used by operating activities:Changes
                  in operating assets and liabilities:Change
                  in accounts payable
              
              1,525
              
              
              3,604Change
                  in accrued liabilities
              
              1,948
              
              
              --Net
                  cash used by operating activities
              
              (30,126)
              
              
              (838)Cash
                  flows from financing activities:Proceeds
                  from issuance of common stock
              
              20,000
              
              
              --Change
                  in loans payable to shareholder
              
              10,000
              
              
              (2,984)Net
                  cash provided by financing activities
              
              30,000
              
              
              (2,984)Net
                  change in cash
              
              (126)
              
              
              (3,822)Cash,
                  beginning of period
              
              505
              
              
              4,327Cash,
                  end of period
              $
              379
              
              $
              505




See
        Accompanying Report of Independent Registered Public Accounting Firm and
        Notes
        to Financial Statements


F-5
 Table
          of Contents


PLANET411.COM,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS






DESCRIPTION
        OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
 
 Description
        of business -
        Planet411.com, Inc., (referred to as the “Company”) was previously involved in
        the e-business industry. It provided end-to-end, e-business solutions to
        businesses interested in doing e-tailing (selling of retail goods on the
        Internet). Planet411.com, Inc. currently is an entity with no
        operations.
 
 History - ** Planet411.com
        Corporation, the Company's predecessor, was incorporated in Nevada on April
        23,
        1990, as Investor Club of the United States. The name was changed to Noble
        Financing Group Inc. (in 1992), then to Newman Energy Technologies Incorporated
        (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998) and then to
        Planet411.com Corporation on February 11, 1999 to reflect its then current
        business objectives. Planet411.com Inc. was incorporated on July 13, 1999.
        Planet411.com Corporation was merged with and into Planet411.com Inc. ( referred
        to as the “Company”) on October 6, 1999 for the sole purpose of changing the
        Company's jurisdiction of incorporation to Delaware.
 
 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 $6,328,000 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.
 
 Definition
        of fiscal year - The
        Company’s fiscal year end is June 30.
 
 Use
        of
        estimates - The
        preparation of audited 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 consolidated financial statements and the reported amounts of revenue
        and
        expenses during the reporting period. Actual results could differ from those
        estimates.
 
 Fair
        value of financial instruments -
        Financial accounting standards Statement No. 107, “Disclosure About Fair Value
        of Financial Instruments”, requires the Company to disclose, when reasonably
        attainable, the fair market values of its assets and liabilities which are
        deemed to be financial instruments. The carrying amounts and estimated fair
        values of the Company’s financial instruments approximate their fair value due
        to the short-term nature.
 
 Earnings
        (loss) per share - Basic
        earnings (loss) per share exclude any dilutive effects of options, warrants
        and
        convertible securities. Basic earnings (loss) per share is computed using
        the
        weighted-average number of outstanding common stocks during the applicable
        period. Diluted earnings per share is computed using the weighted-average
        number
        of common and common stock equivalent shares outstanding during the period.
        Common stock equivalent shares are excluded from the computation if their
        effect
        is antidilutive.
 
 Income
        taxes - The
        Company accounts for its income taxes in accordance with Statement of Financial
        Accounting Standards No. 109, which requires recognition of deferred tax
        assets
        and liabilities for future tax consequences attributable to differences between
        the financial statement carrying amounts of existing assets and liabilities
        and
        their respective tax bases and tax credit carry-forwards. Deferred tax assets
        and liabilities are measured using enacted tax rates expected to apply to
        taxable income in the years in which those temporary differences are expected
        to
        be recovered or settled. The effect on deferred tax assets and liabilities
        of a
        change in tax rates is recognized in income in the period that includes the
        enactment date.
 F-6
 Table
            of Contents
 PLANET411.COM,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 New
        accounting pronouncements - In
        November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
        of
        ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter
        4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
        facility expense, freight, handing costs, and spoilage. This statement requires
        that those items be recognized as current period charges regardless of whether
        they meet the criterion of "so abnormal" which was the criterion specified
        in
        ARB No. 43. In addition, this Statement requires that allocation of fixed
        production overheads to the cost of production be based on normal capacity
        of
        the production facilities. This pronouncement is effective for the Company
        beginning October 1, 2005. The Company does not believe adopting this new
        standard will have a significant impact to its financial
        statements.
 
 In
        December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
        which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
        SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued
        to
        Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the
        approach in SFAS No. 123(R) is similar to the approach described in SFAS
        No.
        123. However, SFAS No. 123(R) requires all share-based payments to employees,
        including grants of employee stock options, to be recognized in the income
        statement based on their fair values. Pro forma disclosure is no longer an
        alternative. The new standard will be effective for the Company in the first
        interim or annual reporting period beginning after December 15, 2005. The
        Company expects the adoption of this standard will have a material impact
        on its
        financial statements assuming employee stock options are granted in the
        future.
 
 2.  LOANS
        PAYABLE
 
 As
        of
        June 30, 2005, the company had non-interest bearing demand loans totaling
        $40,247 from unrelated parties that are unsecured.
 
 3.  LOANS
        DUE TO SHAREHOLDER
 
 As
        of
        June 30, 2005, the company had an unsecured,
        8% interes t
        bearing
        demand loans due to a shareholder of the Company totaling $57,482. Unpaid
        interest as of June 30, 2005 totals $49,127 which is reflected as accrued
        liabilities on the accompanying balance sheet.
  4.  CAPITAL
        STOCK TRANSACTIONS
 
 Preferred
        stock - The
        authorized preferred stock is 10,000,000 shares with a par value of $0.001.
        As
        of June 30, 2005, the Company has no shares of preferred stock issued or
        outstanding.
 
 Common
        stock - The
        authorized common stock is 200,000,000 shares with a par value of $0.001.
        As of
        June 30, 2005 , the Company has 122,971,743 shares of common stock issued
        and
        outstanding.


F-7
 Table
          of Contents




**Item
        8. Changes In and Disagreements With Accountants on Accounting and Financial** **Disclosure**
 
 In
        a
        Current Report on Form 8-K filed on January 11, 2005, we disclosed that our
        former auditor, Raymond Chabot Grant Thorton, resigned. On August 16, 2004,
        we
        engaged DeJoya & Company as our new auditor. The
        decision to change auditors was approved by our board of directors. We did
        not
        have any disagreements with our former auditor on any matter of accounting
        principles or practices, disclosure, or auditing scope or procedure.
 
 Subsequent
          to the reporting period on August 1, 2005, De Joya & Company, Inc. resigned
          as our accountant. We engaged De Joya Griffith & Company, LLC as our
          principal accountants effective August 2, 2005. The decision to change
          auditors
          was approved by our board of directors. We did not have any disagreements
          with
          our former auditor on any matter of accounting principles or practices,
          disclosure, or auditing scope or procedure.
 
 **Item
        8A. 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 June 30, 2005. This evaluation was carried
          out
          under the supervision and with the participation of our Former Chief Executive
          Officer and Chief Financial Officer, Mr. Victor Cantore. Based upon that
          evaluation, our Former Chief Executive Officer and Chief Financial Officer
          concluded that, as of June 30, 2005, our disclosure controls and procedures
          are
          effective. There have been no significant changes in our internal controls
          over
          financial reporting during the quarter ended June 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


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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.




**Item
      8B. Other Information**





None.




11
 Table
          of Contents


**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with** **Section
      16(a) of the Exchange Act**





The
      following information sets forth the names of our directors and executive
      officers, their ages and their present positions with the Company as of June
      30,
      2005. The directors serve for a term of one year or until the next annual
      meeting of the shareholders. Each officer serves at the discretion of the board
      of directors.





Name
            Age
            Office(s)
                HeldVictor
                Cantore
            40
            Chief
                Executive Officer, Chief Financial Officer,
              and
                DirectorShing
                Lo
            36
            DirectorDerek
                Ivany
            22
            Director





Set
      forth
      below is a brief description of the background and business experience of each
      of our current executive officers and directors.





**Victor
      Cantore** .
      Mr.
      Cantore became our President, Secretary and sole director on November 14, 2001.
      From 1999 to 2001, Mr. Cantore has operated his own venture capital fund,
      Cantore Capital. From June 1992 to April 1999, he was an investment advisor
      with
      RBC Dominion Securities and Tasse & Associates.





**Shing
      Lo** .
      Mr. Lo
      was appointed to our board of directors on September 15, 2005. From March 2000
      to the present, Mr. Lo has acted as an investment consultant to Investor Group,
      a company located in Brampton, Ontario, Canada. From January 2002 to the
      present, Mr. Lo has also acted as an investment consultant to WorldSource
      Financial Management, a company located in Toronto, Ontario, Canada. In
      September 2004, Mr. Lo co-founded with Mr. Ivany Indochina Securities Inc.





**Derek
      Ivany.** Mr. Ivany was appointed to our board of directors on September 15, 2005. Mr.
      Ivany’s business experience has been focused in the area of technical services.
      Since March 2000, Mr. Ivany has acted as a consultant in the technical services
      area to TransEuro Energy Corp. and Tainted Enterprises Inc. In September 2004,
      Mr. Ivany co-founded with Mr. Lo Indochina Securities Inc.





**Family
      Relationships**





There
      are
      no family relationships between or among the directors, executive officers
      or
      persons nominated or chosen by us to become directors or executive
      officers.





**Involvement
      in Certain Legal Proceedings**





To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to a present or former director or executive officer:
      (1)
      any bankruptcy petition filed by


12
 Table
          of Contents


or
      against any business of which such person was a general partner or executive
      officer either at the time of the bankruptcy or within two years prior to that
      time; (2) any conviction in a criminal proceeding or being subject to a pending
      criminal proceeding (excluding traffic violations and other minor offenses);
      (3)
      being subject to any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of any competent jurisdiction, permanently
      or
      temporarily enjoining, barring, suspending or otherwise limiting his involvement
      in any type of business, securities or banking activities; and (4) being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      Commodities Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed, suspended
      or vacated.





**Term
      of Office**





Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.





**Significant
      Employees**





We
      do not
      have any employees other than our sole officer, Victor Cantore.





**Audit
      Committee**





We
      do not
      have a separately-designated standing audit committee. The entire board of
      directors is acting as our audit committee.





**Section
      16(A) Beneficial Ownership Reporting Compliance**





Section
        16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
        and executive officers and persons who beneficially owns more than ten percent
        of a registered class of the Company’s equity securities to file with the SEC
        initial reports of ownership and reports of change in ownership of common
        stock
        and other equity securities of the Company. Officers, directors and greater
        than
        ten percent shareholders are required by SEC regulations to furnish the Company
        with copies of all Section 16(a) forms they file. To our knowledge, the
        following persons have failed to file, on a timely basis, the identified
        reports
        required by Section 16(a) of the Exchange
        Act during fiscal year ended June 30, 2005:





Name
                and principal position
            Number
                of late reports
            Transactions
                not timely reported
            Known
                failures to file a required formVictor
                Cantore,
              CEO,
                CFO, and Director
            0
            0
            0





13
 Table
          of Contents


**Code
      of Ethics Disclosure**





As
      of
      June 30, 2005, we have not adopted a Code of Ethics for Financial Executives,
      which include our principal executive officer, principal financial officer,
      principal accounting officer or controller, or persons performing similar
      functions, as required by sections 406 and 407 of the Sarbanes-Oxley Act of
      2002. Our
      management believes that the size of our company and current operations at
      this
      time do not require a code
      of
      ethics to govern the behavior of our sole officer.We
      anticipate that we will adopt a code of ethics once we commence operations.





**Item
      10. Executive Compensation**





The
      table
      below summarizes all compensation awarded to, earned by, or paid to our
      executive officers for each of the last three completed fiscal
      years.





Annual
                Compensation
            Long
                Term CompensationName
            Title
            Year
            Salary
              ($)
            Bonus
              ($)
            Other
                Annual Compensation
              ($)
            Restricted
                Stock Awarded
              ($)
            Warrants
              &
                Options
              (#)
            LTIP
                payouts
              ($)
            All
                Other Compensation
              ($)Victor
                Cantore
            Director,
                CEO, and CFO
            2005
              2004
              2003
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0





**Stock
      Option Grants**





We
      did
      not grant any stock options to our executive officers or employees during the
      year ended June 30, 2005. We have not granted any stock options to our executive
      officers or employees since June 30, 2005.




14
 Table
          of Contents


**Item
      11. Security Ownership of Certain Beneficial Owners and Management
      and Related** **Stockholder
      Matters**





The
      following table sets forth information regarding the beneficial ownership of
      our
      shares of common stock at June 30, 2005 by (i) each person known by us to be
      the
      beneficial owner of more than 5% of our outstanding shares of common stock,
      (ii)
      each of our directors, (iii) our executive officers, and (iv) by all directors
      and executive officers as a group. Each person named in the table, has sole
      voting and investment power with respect to all shares shown as beneficially
      owned by such person.





Title
                of class
            Name
                and address of beneficial owner
            Amount
                of beneficial ownership
            Percent
                of classCommon
            Victor
                Cantore
              8720
                Dufrost
              St.
                Leonard, Quebec H1P 2Z5
              Canada
            52,000,000
            42.8%1**Total
                of all directors and executive officers**
            52,000,000
            42.8%Common
            Frank
                Cantore
              4517
                Nakur
              Pierrefonds,
                Quebec H9A 2S2
              Canada
            10,310,000
            8.4%Common
            Le
                Deck Global Holdings Limited
              N7047
                Prvdnc RS E Hll Street
              Nassau,
                Bahamas
            8,598,623
            7.0%




The
      percent of class is based on 122,971,743 shares of common stock issued and
      outstanding as of June 30, 2005.





As
      used
      in this table, "beneficial ownership" means the sole or shared power to vote,
      or
      to direct the voting of, a security, or the sole or shared investment power
      with
      respect to a security (i.e., the power to dispose of, or to direct the
      disposition of, a security). In addition, for purposes of this table, a person
      is deemed, as of any date, to have "beneficial ownership" of any security that
      such person has the right to acquire within 60 days after such
      date.





1
            Included
                in the calculation of the beneficial ownership for Mr. Cantore are
                625,000
                options which are exercisable within 60 days. Mr. Cantore holds 500,000
                stock options to purchase 500,000 shares of common stock at an exercise
                price of $0.18. These options are immediately exercisable and expire
                on
                February 28, 2011. Mr. Cantore also holds 125,000 stock options to
                purchase 125,000 shares of common stock at an exercise price of $2.00.
                These options are immediately exercisable and expire on February
                28,
                2010.





15
 Table
          of Contents


**Securities
      Authorized for Issuance Under Equity Compensation Plans**





**Equity
      Compensation Plans as of June 30, 2005**


A
            B
            C**Plan
                Category**
            **Number
                of securities**
              **to
                be issued upon**
              **exercise
                of**
              **outstanding
                options,**
              **warrants
                and rights**
            **Weighted-average**
              **exercise
                price of**
              **outstanding
                options,**
              **warrants
                and right**
            **Number
                of securities**
              **remaining
                available**
              **for
                future issuance**
              **under
                equity**
              **compensation
                plans**
              **(excluding
                securities**
              **reflected
                in column**
              **(A))**Equity
                compensation
              plans
              approved
                by security
              holders
            -
            -
            -Equity
                compensation
              plans
              not
                approved by
              security
              holders
            625,000
            $0.54
            16,875,000Total
            625,000
            $0.54
            16,875,000





**Item
      12. Certain Relationships and Related
      Transactions**





None
      of
      our directors or executive officers, nor any proposed nominee for election
      as a
      director, nor any person who beneficially owns, directly or indirectly, shares
      carrying more than 5% of the voting rights attached to all of our outstanding
      shares, nor any members of the immediate family (including spouse, parents,
      children, siblings, and in-laws) of any of the foregoing persons has any
      material interest, direct or indirect, in any transaction during the last two
      years or in any presently proposed transaction which, in either case, has or
      will materially affect us





16
 Table
          of Contents


**Item
      13. Exhibits**





Exhibit
              Number
            Description3.1
            Amended
                Articles of Incorporation13.2
            By-laws29.1
            Voting,
                Support and Exchange Trust Agreement29.2
            Assignment
                and Assumption Agreement231.1
            Certification
                of Chief Executive Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200232.
            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





1
            Incorporated
                by reference to Annual Report on Form 10-KSB for the period ended
                June 30,
                2002


2
            Incorporated
                by reference to the Registration Statement on Form 10 (File No.
                000-27645)





**Item
      14:****Principal
      Accountant Fees and Services**





**Audit
      Fees**





The
      aggregate fees billed by our auditors for professional services rendered in
      connection with a review of the financial statements included in our quarterly
      reports on Form 10-QSB and the audit of our annual consolidated financial
      statements for the fiscal year ended June 30, 2005 was approximately
      $3,500.





The
      aggregate fees billed by our auditors for professional services rendered in
      connection with the audit of our annual consolidated financial statements for
      the fiscal years ended June 30, 2004 and 2003 and a review of the financial
      statements for the interim periods included in our quarterly reports together
      were $7,500.





**Audit-Related
      Fees**





Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.





**Tax
      Fees**





The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended June 30, 2005 and 2004.


17
 Table
          of Contents


**All
      Other Fees**





The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting, for the fiscal
      years ended June 30, 2005 and 2004 were $0 and $0 respectively.







**SIGNATURES**





Pursuant
      to the requirements of Section 13 and 15 (d) of the Securities 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.By:
              /s/
                  Derek Ivany
                Chief
                  Executive Officer & Chief Financial Officer
                Date:
                  June 5, 2006




In
        accordance with the requirements of the Securities Act of 1933, this
        registration statement was signed by the following persons in the capacities
        and
        on the date stated:




By:
              /s/
                    Derek Ivany
                  Derek
                      Ivany
                    Director
                    June
                      5, 2006
              By:
              /s/
                    Shing Lo
                  Shing
                    Lo
                  Director
                        June
                          5,
                          2006