UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year endedJune
                30, 2006[
                ]
            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. $496,802
      as of September 20, 2006 . ****




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 June 30, 2006





Transitional
      Small Business Disclosure Format (Check One): Yes: __; No X




Table
          of Contents




**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
            8Item
                8:
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            9Item
                8A:
            Controls
                and Procedures
            9Item
                8B:
            Other
                Information
            10PART
                IIIItem
                9:
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            11Item
                10:
            Executive
                Compensation
            13Item
                11:
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            14Item
                12:
            Certain
                Relationships and Related
                Transactions
            15Item
                13:
            Exhibits
            16Item
                14:
            Principal
                Accountant Fees and Services
            16




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, 2006 or 2005.





**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 year ended June 30, 2006.




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 as reported by the NASD OTCBB.
      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, 2006Quarter
                Ended
            
            High
                $
            
            Low
                $September
                30, 2005
            
            0.03
            
            0.01December
                31, 2005
            
            0.02
            
            0.005March
                31, 2006
            
            0.018
            
            0.007June
                30, 2006
            
            0.018
            
            0.005Fiscal
                Year Ending June 30, 2005Quarter
                Ended
            
            High
                $
            
            Low
                $June
                30, 2005
            
            0.01
            
            0





On
      September 15, 2005 the last sales price per share of our common stock was
      $0.007.





**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, 2006, there were approximately eighty-two (82) 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**





There
      have been no sales of unregistered securities during the fiscal year ended
      June
      30, 2006.




5
 Table
          of Contents


**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 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 $25,000 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


6
 Table
          of Contents


months.





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




**Results
      of Operations**





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, 2006.





We
      incurred operating expenses in the amount of $35,097 for the fiscal year ended
      June 30, 2006, compared to operating expenses of $33,671 for the fiscal year
      ended June 30, 2005. Our operating expenses for the fiscal year ended June
      30,
      2006 were entirely attributable to selling, general and administrative expenses.





We
      incurred a net loss of $35,809 in the fiscal year ended June 30, 2006, compared
      to $33,599 for the fiscal year end June 30, 2005. Our losses for the fiscal
      year
      ended June 30, 2006 and in the prior fiscal year are entirely attributable
      to
      operating expenses.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2006, we had cash in the amount of $5,421 and current liabilities
      of
      $80,042. We had a working capital deficit of $74,621 as of June 30, 2006. As
      a
      result, we have insufficient capital to complete an acquisition in the event
      that a suitable business or technology is identified.





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





**Off
      Balance Sheet Arrangements**





As
      of
      June 30, 2006, 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,
      2006, we incurred cumulative losses of approximately $6,356,000. 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.




7
 Table
          of Contents


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.





**Item
      7. Financial Statements**





Index
      to
      Audited Consolidated Financial Statements:





F-1Independent
      Auditor’s Report





F-2Balance
      Sheet - June 30, 2006





F-3Statements
      of Operations - Years Ended June 30, 2006 and June 30, 2005





F-4Statements
      of Stockholders’ Deficit - Years Ended June 30, 2006 and June 30,
      2005





F-5Statements
      of Cash Flows - Years Ended June 30, 2006 and June 30, 2005





F-6Notes
      to
      Financial Statements




8
 Table
          of Contents











**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**




We
      have
      audited the accompanying balance sheet of Planet411.com, Inc. as of June 30,
      2006, and the related statements of operations, stockholders’ deficit, and cash
      flows for the years ended June 30, 2006 and 2005. 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 the 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 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
      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,
      2006, and the results of its operations and cash flows for the years ended
      June
      30, 2006 and 2005, in conformity with accounting principles generally accepted
      in the United States.




The
      accompanying financial statements have been prepared assuming 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 in regard to these matters are also described in Note 1. The consolidated
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.




De
      Joya
      Griffith & Company, LLC




/s/De
      Joya Griffith & Company, LLC


Henderson,
      NV


October
      13, 2006





F-1
 Table
          of Contents




PLANET411.COM,
      INC.


BALANCE
      SHEET


JUNE
      30,
      2006





ASSETSCurrent
                assetsCash
            $
            5,421Total
                assets
            $
            5,421LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                payable
            $
            30,915Loans
                payable
            
            40,247Loans
                due to shareholder
            
            82,133153,295Long
                term liabilities
            
            --Total
                liabilities
            
            153,295Stockholders'
                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
            
            6,092,369Accumulated
                deficit
            
            (6,363,215)Total
                stockholders' deficit
            
            (147,874)Total
                liabilities and stockholders' deficit
            $
            5,421





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




F-2
 Table
          of Contents




PLANET411.COM,
        INC.
 STATEMENTS
        OF OPERATIONS
  For
                    the year ended
                
                
                For
                    the year endedJune
                    30, 2006
                
                
                June
                    30, 2005Revenues
                $
                --
                
                $
                --Cost
                    of revenues
                
                --
                
                
                --Gross
                    profit
                
                --
                
                
                --Operating
                    expensesSelling
                    general and administrative
                
                35,097
                
                
                33,671Total
                    operating expenses
                
                35,097
                
                
                33,671Other
                    incomeExchange
                    rate gain (loss)
                
                8
                
                
                72Loss
                    from operations
                
                (35,089)
                
                
                (33,599)Provision
                    for income taxes
                
                --
                
                
                --Net
                    loss
                $
                (35,089)
                
                $
                (33,599)Basic
                    loss per common share
                $
                (0.00)
                
                $
                (0.00)Basic
                    weighted average commonshares
                    outstanding
                
                122,971,743
                
                
                112,341,606
  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, 2006
   TotalPreferred
                  Stock
              
              
              Common
                  Stock
              
              
              Additional
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Paid-in
                  Capital
              
              
              Deficit
              
              
              DeficitBalance,
                  June 30, 2004
              --
              
              $
              --
              
              
              102,971,743
              
              $
              102,972
              
              $
              6,036,671
              
              $
              (6,294,527)
              
              $
              (154,884)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)Forgiveness
                  of accrued interest by shareholder
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              55,698
              
              
              --
              
              
              55,698Net
                  loss
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              (35,089)
              
              
              (35,089)Balance,
                  June 30, 2006
              --
              
              $
              --
              
              $
              122,971,743
              
              $
              122,972
              
              $
              6,092,369
              
              $
              (6,363,215)
              
              $
              (147,874)
 
 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 FLOW




For
                  the year ended
              
              
              For
                  the year endedJune
                  30, 2006
              
              
              June
                  30, 2005Cash
                  flows from operating activities:Net
                  loss
              $
              (35,089)
              
              $
              (33,599)Adjustments
                  to reconcile net loss to netcash
                  used by operating activities:Interest
                  expense - accounted for as capital contribution
              
              6,571
              
              
              --Changes
                  in operating assets and liabilities:Change
                  in accounts payable
              
              8,909
              
              
              1,525Change
                  in accrued liabilities
              
              --
              
              
              1,948Net
                  cash used by operating activities
              
              (19,609)
              
              
              (30,126)Cash
                  flows from financing activities:Proceeds
                  from issuance of common stocks
              
              --
              
              
              20,000Change
                  in loans payable to shareholders
              
              24,651
              
              
              10,000Net
                  cash used by financing activities
              
              24,651
              
              
              30,000Net
                  change in cash
              
              5,042
              
              
              (126)Cash,
                  beginning of period
              
              379
              
              
              505Cash,
                  end of period
              $
              5,421
              
              $
              379Supplemental
                  disclosure of non-cash investing & financing
                  activitiesForgiveness
                  of accrued interest liability recorded as contributed
                  capital
              $
              49,127
              
              $
              --




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




F-5
 Table
          of Contents




PLANET411.COM
 NOTES
        TO
        FINANCIAL STATEMENTS




1. 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 $6,363,000 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
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            of Contents
 PLANET411.COM
 NOTES
          TO
          FINANCIAL STATEMENTS
  
 1. DESCRIPTION
        OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
        (CONTINUED)
 
 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.
 
 In
        May
        2005, The Financial Accounting Standards Board issued Statement of Financial
        Accounting Standard No. 154, “Accounting Changes and Error Corrections.” The
        Statement applies to all voluntary changes in accounting principle and to
        changes required by an accounting pronouncement that do not include explicit
        transition provisions. SFAS No. 154 requires that changes in accounting
        principle be retroactively applied, instead of including the cumulative effect
        in the income statement. The correction of an error will continue to require
        financial statement restatement. A change in accounting estimate will continue
        to be accounted for in the period of change and in subsequent periods, if
        necessary. SFAS No. 154 is effective for fiscal years beginning after December
        31, 2005. We do not expect the adoption of this Statement to have a material
        impact on our financial condition or results of operations.
 
 2. LOANS
        PAYABLE
 
 As
        of
        June 30, 2006, 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, 2006, the company had an unsecured,
        8% interes t
        bearing
        demand loans due to a shareholder of the Company totaling $82,133. Unpaid
        interest as of June 30, 2006 totals $55,698 has been forgiven and recorded
        as
        additional paid in capital on the accompanying statements of stockholders’
deficit.
 
 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, 2006, 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, 2006, the Company has 122,971,743 shares of common stock issued
        and
        outstanding.


F-6
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          of Contents




**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial****Disclosure**





No
      events
      occurred requiring disclosure under Item 304(b) of Regulation S-B.





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.





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, 2006. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Derek Ivany. Based upon that evaluation, our
      Chief Executive Officer and Chief Financial Officer concluded that, as of June
      30, 2006, our disclosure controls and procedures are effective. There have
      been
      no significant changes in our internal controls over financial reporting during
      the fiscal year ended June 30, 2006 that have materially affected or are
      reasonably likely to materially affect such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required 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


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benefits
      of controls must be considered relative to their costs. Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within the Company have been detected. These inherent limitations include the
      realities that judgments in decision-making can be faulty, and that breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, or by management override of the internal control. The design of any
      system of controls also is based in part upon certain assumptions about the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.





**Item
      8B. Other Information**





None.


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**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,
      2006. 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)
                HeldDerek
                Ivany
            23
            Chief
                Executive Officer, Chief Financial Officer,and
                DirectorVictor
                Cantore
            41
            DirectorShing
                Lo
            37
            Director





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





**Derek
      Ivany.** Mr.
      Ivany was appointed to our board of directors on September 15, 2005 and was
      appointed as our Chief Executive Officer and Chief Financial Officer on November
      29, 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.  Since
      June 2005, Mr. Ivany has served as the Vice President of Business Development
      and a director of Star Uranium Corporation, a Canadian corporation trading
      on
      the TSX Venture Exchange.





**Victor
      Cantore** .
      Mr.
      Cantore became our President, Secretary and sole director on November 14, 2001
      and served as our Chief Executive Officer and Chief Financial Officer until
      November 29, 2005. 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.





**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.




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**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 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, Derek Ivany.





**Audit
      Committee**





We
      do not
      have a separately-designated standing audit committee. The entire board of
      directors performs the functions of an audit committee, but no written charter
      governs the actions of the board of directors when performing the functions
      of
      that would generally be performed by an audit committee. The board of directors
      approves the selection of our independent accountants and meets and interacts
      with the independent accountants to discuss issues related to financial
      reporting. In addition, the board of directors reviews the scope and results
      of
      the audit with the independent accountants, reviews with management and the
      independent accountants our annual operating results, considers the adequacy
      of
      our internal accounting procedures and considers other auditing and accounting
      matters including fees to be paid to the independent auditor and the performance
      of the independent auditor.





We
      do not
      have an audit committee financial expert because of the size of our company
      and
      our board of directors at this time. We believe that we do not require an audit
      committee financial expert at this time because we retain outside consultants
      who possess these attributes as needed.





For
      the
      fiscal year ending June 30, 2006, the board of directors:





1.
            Reviewed
                and discussed the audited financial statements with management,
                and


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2.
            Reviewed
                and discussed the written disclosures and the letter from our independent
                auditors on the matters relating to the auditor's
                independence.





Based
      upon the board of directors’ review and discussion of the matters above, the
      board of directors authorized inclusion of the audited financial statements
      for
      the year ended June 30, 2006 to be included in this Annual Report on Form 10-KSB
      and filed with the Securities and Exchange Commission.





**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, no
      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,
      2006:





**Code
      of Ethics Disclosure**





As
      of
      June 30, 2006, 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
              ($)
            All
                Other Compensation
              ($)DerekIvany
            Director,
                CEO, and CFO
            2006
              2005
              2004
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/aVictor
                Cantore
            Director,
                Former CEO, and Former CFO
            2006
              2005
              2004
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0




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**Stock
      Option Grants**





We
      did
      not grant any stock options to our executive officers or employees during the
      year ended June 30, 2006. We have not granted any stock options to our executive
      officers or employees since June 30, 2006.





**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, 2006 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, 2006.





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


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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.





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





**Equity
      Compensation Plans as of June 30, 2006**


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





15
 Table
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**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, 2006 was approximately $9,000 and
      approximately $3,500 for the fiscal year ended June 30, 2005.




**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 during the fiscal year ended June 30, 2006 or 2005.





**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, 2006 and 2005.


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**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, 2006 and 2005 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 IvanyDerek
                IvanyChief
                Executive Officer & Chief Financial OfficerDate:
                October 13, 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
              October
                13, 2006
            By:
            /s/ Shing Lo
              Shing Lo
              Director
              October
                13, 2006By:
                /s/ Victor Cantore
              Victor Cantore
              Director
                October
                  13, 2006