SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





**FORM
10-KSB**





x   COMPREHENSIVE ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934





For the
fiscal years ended **June
30, 2003 and June 30, 2004**


and the
quarterly periods ended **September
30, 2003, December 31, 2003, and March 31, 2004**





TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





o For the transition period from _________________ to
__________________





Commission
file number: 000-27645





**Planet411.com
Inc.**


(Exact
name of Registrant as specified 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)





**(514)
325-4567**


Registrant’s
telephone number, including area code





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





Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock


(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** **** **No __** **X** **___**





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 [ ]





State
issuer’s revenues 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.


**$101,943
as of June 30, 2004**





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.


**102,971,743
Common Shares as of June 30, 2004**





***Table of Contents***


**TABLE OF CONTENTS**


**Page****PART
      I**ITEM
      1:
    DESCRIPTION OF BUSINESS
    3ITEM
      2:
    DESCRIPTION OF PROPERTY
    4ITEM
      3:
    LEGAL PROCEEDINGS
    4ITEM
      4:
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
    4**PART
      II**
      ****ITEM
      5:
    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    5ITEM
      6:
    PLAN OF OPERATION
    6ITEM
      7:
    FINANCIAL STATEMENTS
    16ITEM
      8:
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
    18ITEM
      8A:
    CONTROLS AND PROCEDURES
    18ITEM
      8B:
    OTHER INFORMATION
    18**PART
      III**ITEM
      9:
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
      COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
    19ITEM
      10:
    EXECUTIVE COMPENSATION
    21ITEM
      11:
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS
    22ITEM
      12:
    CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS
    23ITEM
      13:
    EXHIBITS
    24ITEM
      14:
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    24










- 2
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**PART
I**





**ITEM 1: DESCRIPTION OF BUSINESS**





**Business
Development**





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**





Our most
recent business plan focused on developing and marketing a real-time financial
processing services solution for various retailers who primarily sold goods on
the Internet, over the phone, or by mail. This proposed service which we
intended to develop would have enabled retailers through the use of the Internet
to process their consumers' loans and to complete their sales with financing in
"real-time."





Due to
our inability to secure funding, we were unable to implement this business plan.
As a result, we ceased operations on October 16, 2001.





In
September 2002, we issued 52,000,000 shares of our common stock at the price of
$0.001 per share for total proceeds of $52,000 to Mr. Victor Cantore. Since this
time, we have attempted to identify and evaluate other business and technology
opportunities in order to proceed with an active business operation.





**Employees**





We
currently have no employees other than our sole officer and director, Victor
Cantore.


****


**Available
Information**





We file
annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports
on Form 8-K and proxy and information statements and amendments to reports filed
or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act
of 1934, as amended. The public may read and copy these materials at the SEC’s
Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. The
public may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding our Company and other companies that file materials
with the SEC electronically. Our office is located at 8720 Dufrost Street,
Leonard, Quebec, Canada H1P 2Z5. Our phone number at that address is (514)
325-4567.








- 3
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**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.





**Trademarks
and Intellectual Property**





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





**Research
and Development**





We have
incurred no research or development expenditures during the fiscal years ended
June 30, 2003 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. The real estate we occupy is provided by
our sole officer and director 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 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, 2003 or 2004.








- 4
-
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**PART
II**





**ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS**





**Market
Information**





Our
common stock is currently quoted on the Pink Sheets under the symbol “PFOO.PK.”





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated. 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, 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
    
    0.0001Fiscal
      Year Ending June 30, 2003Quarter
      Ended
    
    High
      $
    
    Low
      $September
      30, 2002
    
    0.006
    
    0.001December
      31, 2002
    
    0.01
    
    0.0001March
      31, 2003
    
    0.0001
    
    0.0001June
      30, 2003
    
    0.001
    
    0.0001





On June
30, 2004 the last bid price per share of our common stock was
$0.001.





**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 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








- 5
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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, 2004, there were 79 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**





We did
not sell any of our securities without registration under the Securities Act of
1933 during the fiscal years ended June 30, 2003 and 2004 other than as set
forth below.





We issued
52,000,000 shares of common stock on September 30, 2002 to Mr. Victor Cantore.
Mr. Cantore acquired these shares at a price of $0.001 per share. We received
$52,000 in proceeds from this offering. These shares were issued pursuant to
Section 4(2) of the Securities Act of 1933. We did not engage in any general
solicitation or advertising. We issued the stock certificates and affixed the
appropriate legends to the restricted stock.





We issued
10,310,000 shares of common stock on September 30, 2002 to Mr. Frank Cantore.
Mr. Cantore acquired these shares at a price of $0.001 per share. We received
$10,310 in proceeds from this offering. These shares were issued pursuant to
Section 4(2) of the Securities Act of 1933. We did not engage in any general
solicitation or advertising. We issued the stock certificates and affixed the
appropriate legends to the restricted stock.


****


**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





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Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Actual results may differ materially from
those included in the forward-looking statements. The Company intends such
forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations of
the Company, are generally identifiable by use of the words “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar
expressions. The Company’s ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse affect on the operations and future prospects of the Company on
a consolidated basis include, but are not limited to: changes in economic
conditions generally and the e-business
industry (selling of retail goods on the Internet), legislative/regulatory
changes, availability of capital, interest rates, competition, and generally
accepted accounting principles. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Further information concerning the Company and
its business, including additional factors that could materially affect the
Company’s financial results, is included herein and in the Company’s other
filings with the Securities and Exchange Commission.





**The
Reported Period is the Year Ended June 30, 2003**





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 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.





Assets





As of
June 30, 2003, our sole asset was cash in the amount of $4,327, compared to $720
as of June 30, 2002.





Liabilities
and Stockholders’ Deficit





Our total
liabilities as of June 30, 2003 were $154,769, compared to $99,661 as of June
30, 2002. On June 30, 2003, our liabilities consisted of accounts payable in the
amount of $20,372, accrued liabilities in the amount of $43,684, loans payable
in the amount of $40,247, and loans due to shareholder in the amount of $50,466.





As of
June 30, 2003, there was a stockholders’ deficit of $150,442, compared to
$98,941 as of June 30, 2002.








- 7
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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, 2003. We did not earn
any revenue during the fiscal year ended June 30, 2002.





We
incurred operating expenses in the amount of 51,501 for the fiscal year ended
June 30, 2003, compared to operating expenses of 180,824 for the fiscal year
ended June 30, 2002. Our operating expenses for the fiscal year ended June 30,
2003 were entirely attributable to selling, general and administrative expenses.
Our operating expenses decreased significantly primarily because of a reduction
in expenditures for professional fees. In the year ended June 30, 2002, we
incurred professional fees in the amount of $165,824.





We
incurred a net loss of $51,501 in the fiscal year ended June 30, 2003, compared
to $180,824 for the fiscal year end June 30, 2002. Our losses for the fiscal
year ended June 30, 2003 and in the prior fiscal year are entirely attributable
to operating expenses.





Liquidity
and Capital Resources





As of
June 30, 2003, we had cash in the amount of $4,327, compared to cash of $720 as
of June 30, 2002. We had a working capital deficit of $59,729 as of June 30,
2003, compared to $98,941 as of June 30, 2002. As a result, we had insufficient
capital to complete an acquisition in the event that a suitable business or
technology was 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.





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. Our ability to raise capital
through future issuances of common stock is unknown. Our future is dependent on
our ability to obtain financing and develop new business opportunities into
profitable operations.





These
factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our
consolidated financial statements do not include any adjustments that may result
from the outcome of these aforementioned uncertainties.





Off
Balance Sheet Arrangements





As of
June 30, 2003, there were no off balance sheet arrangements.








- 8
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**The
Reported Period is the Three Months Ended September 30, 2003**





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 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.





Assets





As of
September 30, 2003, our sole asset was cash in the amount of $611.





Liabilities
and Stockholders’ Deficit





Our total
liabilities as of September 30, 2003 were $151,785, compared to $111,939 as of
September 30, 2002. On September 30, 2003 our liabilities consisted of accounts
payable in the amount of $20,372, accrued liabilities in the amount of $43,684,
loans payable in the amount of $40,247, and loans due to shareholder in the
amount of $47,482.





As of
September 30, 2003, there was a Stockholders’ deficit of $151,174 compared to
$111,287 as of September 30, 2002.





Results
of Operations





We have
had no material business operations since October 16, 2001. As a result, we did
not earn any revenue during the three month period ended September 30, 2003. We
did not earn any revenue during the three month period ended September 30, 2002.





We
incurred operating expenses in the amount of $780 for the three months ended
September 30, 2003, compared to operating expenses of 55,861 for the three
months ended September 30, 2002. Our operating expenses for the three months
ended September 30, 2003 were entirely attributable to selling, general and
administrative expenses. Our operating expenses decreased significantly
primarily because of a reduction in expenditures for professional
fees.





We have
incurred a net loss of $732 for the three month period ended September 30, 2003,
compared to $12,346 for the three month period ended September 30, 2002. Our
losses for the three month period ended September 30, 2003 and in the same three
month period in the prior year are entirely attributable to operating expenses.








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Liquidity
and Capital Resources





As of
September 30, 2003, we had cash in the amount of $611. We had a working capital
deficit of $63,445 on September 30, 2003. As a result, we had insufficient
capital to complete an acquisition in the event that a suitable business or
technology was 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.





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 September
30, 2003, we incurred cumulative losses of approximately $6,290,817. Our ability
to raise capital through future issuances of common stock is unknown. Our future
is dependent on our ability to obtain financing and develop new business
opportunities into profitable operations.





These
factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our
consolidated financial statements do not include any adjustments that may result
from the outcome of these aforementioned uncertainties.





Off
Balance Sheet Arrangements





As of
September 30, 2003, there were no off balance sheet arrangements.





**The
Reported Period is the Three and Six Months Ended December 31, 2003**





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 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.





Assets





As of
December 31, 2003, our sole asset was cash in the amount of $578.








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Liabilities
and Stockholders’ Deficit





Our total
liabilities as of December 31, 2003 were $151,785, compared to $133,047 as of
December 31, 2002. On December 31, 2003, our liabilities consisted of accounts
payable in the amount of $20,372, accrued liabilities in the amount of $43,684,
loans payable in the amount of $40,247, and loans due to shareholder in the
amount of $47,482.





As of
December 31, 2003, there was a Stockholders’ deficit of $151,207, compared to
$131,571 as of December 31, 2002.





Results
of Operations





We have
had no material business operations since October 16, 2001. As a result, we did
not earn any revenue during the three or six month period ended December 31,
2003. We did not earn any revenue during the three or six month period ended
December 31, 2002.





We
incurred operating expenses in the amount of $34 for the three months ended
December 31, 2003 and $813 for the six months ended December 31, 2003, compared
to operating expenses of 19,976 for the three months ended December 31, 2002 and
$33,872 for the six months ended December 31, 2002. Our operating expenses for
the three and six months ended December 31, 2003 were entirely attributable to
selling, general and administrative expenses. Our operating expenses decreased
significantly primarily because of a reduction in expenditures for professional
fees.





We have
incurred a net loss of $34 for the three month period ended December 31, 2003
and $765 for the six months ended December 31, 2003, compared to $20,284 for the
three month period ended December 31, 2002 and $32,630 for the six months ended
December 31, 2002. Our losses for the three and six month period ended December
31, 2003 and in the same three and six month period in the prior year were
entirely attributable to operating expenses.





Liquidity
and Capital Resources





As of
December 31, 2003, we had cash in the amount of $578. We had a working capital
deficit of $63,478 on December 31, 2003. As a result, we had insufficient
capital to complete an acquisition in the event that a suitable business or
technology was 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.





Going
Concern





Our
independent auditors have stated in their Auditor’s Report included in our
annual report on Form 10-KSB that we have incurred operating losses, accumulated
deficit, and negative cash flow from operations. From our inception to December
31, 2003, we incurred cumulative losses of approximately $6,290,850. 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.




- 11
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These
factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our
consolidated financial statements do not include any adjustments that may result
from the outcome of these aforementioned uncertainties.





Off
Balance Sheet Arrangements





As of
December 31, 2003, there were no off balance sheet arrangements.





**The
Reported Period is the****Three
and Nine Months Ended March 31, 2004**





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 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.





Assets





As of
March 31, 2004, our sole asset was cash in the amount of $544.





Liabilities
and Stockholders’ Deficit





Our total
liabilities as of March 31, 2004 were $151,785, compared to $147,470 as of March
31, 2003. On March 31, 2004, our liabilities consisted of accounts payable in
the amount of $20,372, accrued liabilities in the amount of $43,684, loans
payable in the amount of $40,247, and loans due to shareholder in the amount of
$47,482.





As of March 31,
2004 , there
was a Stockholders’ deficit of $151,241, compared to $145,982 as of March 31,
2003 .





Results
of Operations





We have
had no material business operations since October 16, 2001. As a result, we did
not earn any revenue during the three or nine month period ended March 31, 2004.
We did not earn any revenue during the three or nine month period ended March
31, 2003.





We
incurred operating expenses in the amount of $33 for the three months ended
March 31, 2004 and $847 for the nine months ended March 31, 2004, compared to
operating expenses of 11,872 for the three months





- 12
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ended
March 31, 2003 and $45,744 for the nine months ended March 31, 2003. Our
operating expenses for the three and nine months ended March 31, 2004 were
entirely attributable to selling, general and administrative expenses. Our
operating expenses decreased significantly primarily because of a reduction in
expenditures for professional fees.





We have
incurred a net loss of $33 for the three month period ended March 31, 2004 and
$799 for the nine months ended March 31, 2004, compared to $14,411 for the three
month period ended March 31, 2003 and $47,041 for the nine months ended March
31, 2003. Our losses for the three and nine month period ended March 31, 2004
and in the same three and nine month period in the prior year were entirely
attributable to operating expenses.





Liquidity
and Capital Resources





As of
March 31, 2004, we had cash in the amount of $544. We had a working capital
deficit of $63,512 on March 31, 2004. As a result, we had insufficient capital
to complete an acquisition in the event that a suitable business or technology
was identified.





We 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.





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 March 31,
2004, we incurred cumulative losses of approximately $6,290,850. Our ability to
raise capital through future issuances of common stock is unknown. Our future is
dependent on our ability to obtain financing and develop new business
opportunities into profitable operations.





These
factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our
consolidated financial statements do not include any adjustments that may result
from the outcome of these aforementioned uncertainties.





Off
Balance Sheet Arrangements





As of
March 31, 2004, there were no off balance sheet arrangements.





**The
Reported Period is the Year Ended June 30, 2004**





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





- 13
-
 ***Table of Contents***





operations
is to continue our attempts to identify and evaluate other business and
technology opportunities in order to proceed with an active business operation.





We
currently have forecasted the expenditure of approximately $20,000 during the
next twelve months in order to remain in compliance with the Securities Exchange
Act of 1934 and to identify additional business and/or technology for
acquisition. We can provide no assurance that we will be successful in acquiring
other businesses or technology due to our limited working capital. We anticipate
that if we are successfully able to identify any technology or business for
acquisition, we will require additional financing in order for us to complete
the acquisition. We can provide no assurance that we will receive additional
financing if sought.





We do not
anticipate purchasing any real property or significant equipment in the next
twelve months.





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





Assets





As of
June 30, 2004, our sole asset was cash in the amount of $505, compared to $4,327
as of June 30, 2003.





Liabilities
and Stockholders’ Deficit





Our total
liabilities as of June 30, 2004 were $155,389, compared to $154,769 as of June
30, 2003. On June 30, 2004, our liabilities consisted of accounts payable in the
amount of $20,481, accrued liabilities in the amount of $47,179, loans payable
in the amount of $40,247, and loans due to shareholder in the amount of $47,482.





As of
June 30, 2004, there was a stockholders’ deficit of $154,884, compared to
$150,442 as of June 30, 2003.





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, 2004. We did not earn
any revenue during the fiscal year ended June 30, 2003.





We
incurred operating expenses in the amount of $4,484 for the fiscal year ended
June 30, 2004, compared to operating expenses of $49,814 for the fiscal year
ended June 30, 2003. Our operating expenses for the fiscal year ended June 30,
2004 were entirely attributable to selling, general and administrative expenses.
Our operating expenses decreased significantly primarily because of a reduction
in expenditures for professional fees.





We
incurred a net loss of $4,442 in the fiscal year ended June 30, 2004, compared
to $51,501 for the fiscal year end June 30, 2003. Our losses for the fiscal year
ended June 30, 2004 and in the prior fiscal year are almost entirely
attributable to operating expenses.








- 14
-
 ***Table of Contents***





Liquidity
and Capital Resources





As of
June 30, 2004, we had cash in the amount of $505, compared to cash of $4,327 as
of June 30, 2003. We had a working capital deficit of $67,155 as of June 30,
2004, compared to $59,729 for the fiscal year end June 30, 2003. 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.





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,
2004, we incurred cumulative losses of approximately $6,294,527. Our ability to
raise capital through future issuances of common stock is unknown. Our future is
dependent on our ability to obtain financing and develop new business
opportunities into profitable operations.





These
factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our
consolidated financial statements do not include any adjustments that may result
from the outcome of these aforementioned uncertainties.





Off
Balance Sheet Arrangements





As of
June 30, 2004, there were no off balance sheet arrangements.





- 15
-
 ***Table of Contents***





**ITEM 7: FINANCIALSTATEMENTS**





Index to
Financial Statements:





Audited Financial Statements:





F-1 Independent
Auditor’s Report




F-2 Balance
Sheets - Years Ended June 30, 2004 and June 30, 2003





F-3 Statements
of Operations - Years Ended June 30, 2004 and June 30, 2003





F-4 Statement
of Stockholders’ Deficit - Years Ended June 30, 2004 and June 30,
2003





F-5 Statements
of Cash Flows - Years Ended June 30, 2004 and June 30, 2003





F-6 Notes to
Financial Statements





Unaudited Financial Statements:





F-9 Balance
Sheet - September 30, 2003





F-10 Statement
of Operations - Three Months Ended September 30, 2003 and September 30,
2002





F-11 Statement
of Stockholders’ Deficit - Three Months Ended September 30, 2003





F-12 Statement
of Cash Flows - Three Months Ended September 30, 2003 and September 30,
2002





F-13 Notes to
Financial Statements








Unaudited
Financial Statements:





F-14 Balance
Sheet - December 31, 2003





F-15  Statement of Operations - Three and Six Months Ended December 31,
2003 and December 31, 2002





F-16 Statement
of Stockholders’ Deficit - Six Months Ended December 31, 2003





F-17 Statement
of Cash Flows - Six Months Ended December 31, 2003 and December 31,
2002





F-18 Notes to
Financial Statements











- 16
-
 ***Table of Contents***
 
 
 Unaudited Financial Statements:
  F-19 Balance
Sheet - March 31, 2004
 
 F-20 Statements
of Operations - Three Months and Nine Months Ended March 31, 2004 and March 31,
2003
 
 F-21 Statement
of Stockholders’ Deficit - Nine Months Ended March 31, 2004
 
 F-22 Statement
of Cash Flows - Nine Months Ended March 31, 2004 and March 31, 2003
 
 F-23 Notes to
Financial Statements















- 17
-
 ***Table of Contents***




**REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To the
Board of Directors
 Planet411.com,
Inc.
 Las
Vegas, Nevada
 
 We have
audited the accompanying balance sheets of Planet411.com, Inc. as of June 30,
2004 and 2003 and the related statements of operations, stockholders’ deficit,
and cash flows for the years ended June 30, 2004 and 2003. 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 auditing 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 consolidated 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,
2004 and 2003, and the results of its operations and cash flows for the years
ended June 30, 2004 and 2003, 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
& Company
 January
18, 2005
 Las
Vegas, Nevada











F - 1
 ***Table of Contents***


****


**PLANET411.COM,
INC.**


BALANCE SHEETS


****


****





For
      the year ended
    For
      the year endedJune
      30, 2004
    June
      30, 2003ASSETSCurrent
      assetsCash
    $
    505
    $
    4,327Total
      assets
    $
    505
    $
    4,327LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
    $
    20,481
    $
    20,372Accrued
      liabilities
    
    47,179
    
    43,684Total
      current liabilities
    
    67,660
    
    64,056Long
      term liabilitiesLoans
      payable
    
    40,247
    
    40,247Loans
      due to shareholder
    
    47,482
    
    50,466Total
      long term liabilities
    
    87,729
    
    90,713Total
      liabilities
    
    155,389
    
    154,769Stockholders'
      deficitPreferred
      stock; $0.001 par value; 10,000,000 shares
    
    --
    
    --authorized,
      none issued or outstandingCommon
      stock; $0.001 par value; 200,000,000 shares
    
    102,972
    
    102,972authorized,
      102,971,743 shares issued and outstanding in 2004 and 2003Additional
      paid-in capital
    
    6,036,671
    
    6,036,671Accumulated
      deficit
    
    (6,294,527
    )
    (6,290,085
    )Total
      stockholders' deficit
    
    (154,884
    )
    (150,442
    )Total
      liabilities and stockholders' deficit
    $
    505
    $
    4,327




****


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, 2004
    
    June
      30, 2003Revenues
    
    $
    --
    
    $
    --Cost
      of revenues
    
    
    --
    
    
    --Gross
      profit
    
    
    --
    
    
    --Operating
      expensesSelling
      general and administrative
    
    
    4,484
    
    
    49,814Total
      operating expenses
    
    
    4,484
    
    
    49,814Other
      expensesExchange
      rate loss (gain)
    
    
    (42
    )
    
    1,687Loss
      from operations
    
    
    (4,442
    )
    
    (51,501
    )Provision
      for income taxes
    
    
    --
    
    
    --Net
      loss
    
    $
    (4,442
    )
    $
    (51,501
    )Basic
      loss per common share
    
    $
    (0.00
    )
    $
    (0.00
    )Basic
      weighted average commonshares
      outstanding
    
    
    102,971,743
    
    
    100,752,483




****


****


****


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' DEFICITFOR THE
YEARS ENDED JUNE 30, 2004 AND 2003


****


****





TotalPreferred
      Stock
    
    
    
    Common
      Stock
    
    
    
    Additional
    
    Accumulated
    
    Stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in
      Capital
    
    Deficit
    
    DeficitBalance,
      June 30, 2002
    --
    
    --
    
    40,661,743
    
    $         
      40,662
    
    $    
       6,036,671
    
    $   
       (6,238,584)
    
    $   
       (161,251)Issuance
      of common stock to satisfy stock payable
    --
    
    --
    
    62,310,000
    
    62,310
    
    --
    
    --
    
    62,310Net
      loss
    
    --
    
    --
    
    --
    
    --
    
    --
    
    (51,501)
    
    (51,501)Balance,
      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)




****


****


****


****


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, 2004
    
    June
      30, 2003Cash
      flows from operating activities:Net
      loss
    
    $
    (4,442
    )
    $
    (51,501
    )Changes
      in operating assets and liabilities:Change
      in accounts payable and accrued liabilities
    
    
    3,604
    
    
    (12,804
    )Change
      in loans payable to related parties
    
    
    --
    
    
    40,247Change
      in loans payable to shareholder
    
    
    (2,984
    )
    
    27,665Net
      cash provided (used) by operating activities
    
    
    (3,822
    )
    
    3,607Net
      change in cash
    
    
    (3,822
    )
    
    3,607Cash,
      beginning of period
    
    
    4,327
    
    
    720Cash,
      end of period
    
    $
    505
    
    $
    4,327Schedule
      of non-cash financing and investing activities:Issuance
      of 62,310,000 shares at $0.001 par value for satisfactionof
      outstanding stock payable
    
    $
    --
    
    $
    62,310**











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****
****
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 $6,294,527 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

PLANET411.COM, INC.
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.

2.LOANS
PAYABLE

As of
June 30, 2004 and 2003, 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, 2004 and 2003, the company had non-bearing demand loans due to
shareholder of $47,482 and $50,466, respectively.

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, 2004 and 2003, 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, 2004 and 2003, the Company has 102,971,743 shares of common stock
issued and outstanding.

Stock
compensation plans-
Effective January 1, 2001, the Company adopted the 2001 Senior Officers Stock
Option Plan. Under this plan, the Company may grant options to senior officers
of the Company or any of its subsidiaries, for up to 10,000,000 shares of common
stock. The exercise price of each option granted under the plan will equal or
exceed the then-current price of the Company's common stock. The plan was
approved by the Company's Board of Directors on January 3, 2001. On January 9,
2001, the Company granted its two most senior officers options to purchase an
aggregate of 2,855,695 shares at an average price of $0.1875 per share. The
options vested on January 24, 2001. During the year ended June 30, 2002, the
options were cancelled. As of June 30, 2004, there were no options outstanding
related to this stock option plan.



F - 7
***Table of Contents***

PLANET411.COM, INC.
NOTES TO FINANCIAL STATEMENTS
4.     CAPITAL STOCK TRANSACTIONS
(continued)

Effective
February 28, 2001, the Company adopted the 2001 Stock Option Plan (the "2001
Plan"). The 2001 Plan is administered by the Board of Directors who have sole
discretion and authority to determine individuals eligible for awards
thereunder. The 2001 Plan provides for issuance of a total of 7,500,000 shares
of common stock on or prior to February 28, 2011. The conditions of exercise of
each grant are determined individually by the Board at the time of the grant.
During the year ended June 30, 2003, 15,612,341 options at a weighted average
exercise price of $1.14 were cancelled and/or forfeited.

The
following table summarizes the changes in the stock option plan during the
fiscal year ended June 30, 2003:

WeightedNumber
    
    Averageof
      options
    
    exercise
      priceOutstanding,
      beginning of year
    15,612,341
    
    $                    
      1.14Granted
    0
    
    0.00Cancelled/forfeited
    15,612,341
    
    0.00Outstanding,
      end of year
    0
    
    0.00Options
      exercisable, end of year
    0
    
    $                       0.00

As of
June 30, 2004, there were no options outstanding related to this stock option
plan.

5.ADVANCE
PAYMENT ON CAPITAL STOCK UNITS

During
the fiscal year ended 2003, the Company received $10,310 from the brother of the
principal shareholder, with respect to a private placement totaling 10,310,000
shares at $0.001 per share. As of June 30, 2003, 102,971,743 shares of common
stock were issued and outstanding.

During
the fiscal year ended 2003, the Company received $52,000 for 52,000,000 shares
of its common stock to a principal shareholder of the company. As of June 30,
2003, the Company issued 52,000,000 shares increasing the total issued and
outstanding common shares to 102,971,743.

6.      SUBSEQUENT EVENTS

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














F - 8
 ***Table of Contents***





PLANET411.COM, INC.


BALANCE SHEET


SEPTEMBER 30, 2003


(UNAUDITED)


ASSETSCurrent
      assetsCash
    
    $
    611Total
      assets
    
    $
    611LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
    
    $
    20,372Accrued
      liabilities
    
    
    43,684Total
      current liabilities
    
    
    64,056Long
      term liabilitiesLoans
      payable
    
    
    40,247Loans
      due to shareholder
    
    
    47,482Total
      long term liabilities
    
    
    87,729Total
      liabilities
    
    
    151,785Stockholders'
      deficitPreferred
      stock; $0.001 par value; 10,000,000 shares
    
    
    --authorized,
      none issued or outstandingCommon
      stock; $0.001 par value; 200,000,000 shares
    
    
    102,972authorized,
      102,971,743 shares issued and outstandingAdditional
      paid-in capital
    
    
    6,036,671Accumulated
      deficit
    
    
    (6,290,817
    )Total
      stockholders' deficit
    
    
    (151,174
    )Total
      liabilities and stockholders' deficit
    
    $
    611





See Accompanying Notes to Financial
Statements





F - 9
 ***Table of Contents***





PLANET411.COM, INC.


STATEMENT OF OPERATIONS


(UNAUDITED)





For
      the threemonths ended
    
    
    For
      the three months endedSeptember
      30, 2003
    
    
    September
      30, 2002Revenues
    
    $
    --
    
    
    $
    --Cost
      of revenues
    
    
    --
    
    
    
    --Gross
      profit
    
    
    --
    
    
    
    --Operating
      expensesSelling
      general and administrative
    
    
    780
    
    
    
    55,861Total
      operating expenses
    
    
    780
    
    
    
    55,861Other
      expensesForeign
      exchange translation adjustment
    
    
    --
    
    
    
    43,515Other
      incomeExchange
      rate gain
    
    
    48
    
    
    
    --Loss
      from operations
    
    
    (732
    )
    
    
    (12,346)Provision
      for income taxes
    
    
    --
    
    
    
    --Net
      loss
    
    $
    (732
    )
    
    $
    (12,346)Basic
      loss per common share
    
    $
    (0.00
    )
    
    $
    (0.00)Basic
      weighted average commonshares
      outstanding
    
    
    102,971,743
    
    
    
    40,661,743








See Accompanying Notes to Financial
Statements





F - 10
 ***Table of Contents***


PLANET411.COM,
INC.


STATEMENT OF STOCKHOLDERS' DEFICIT


FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2003


(UNAUDITED)





TotalPreferred
      Stock
    
    Common
      Stock
    
    Additional
    
    Accumulated
    
    Stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in
      Capital
    
    Deficit
    
    DeficitBalance,
      June 30, 2003
    --
    
    --
    
    102,971,743
    
    102,972
    
    6,036,671
    
    (6,290,085)
    
    (150,442)Net
      loss
    --
    
    --
    
    --
    
    --
    
    --
    
    (732)
    
    (732)Balance,
      September 30, 2003
    --
    
    $                
      --
    
    102,971,743
    
    102,972
    
    6,036,671
    
    (6,290,817)
    
    (151,174)




















See Accompanying Notes to Financial
Statements











F - 11
 ***Table of Contents***


****


PLANET411.COM,
INC.
 STATEMENT OF CASH FLOWS
 (UNAUDITED)


****


****





For
      the three months ended
    
    For
      the three months endedSeptember
      30, 2003
    
    September
      30, 2002Cash
      flows from operating activities:Net
      loss
    
    $
    (732
    )
    $
    (12,346
    )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Changes
      in operating assets and liabilities:Changes
      in accounts payable and accrued liabilities
    
    
    --
    
    
    12,278Change
      in loans payable to shareholder
    
    
    (2,984
    )
    
    --Net
      cash used by operating activities
    
    
    (3,716
    )
    
    (68
    )Net
      change in cash
    
    
    (3,716
    )
    
    (68
    )Cash,
      beginning of period
    
    
    4,327
    
    
    720Cash,
      end of period
    
    $
    611
    
    $
    652




****


****





See Accompanying Notes to Financial
Statements


****





F - 12
 ***Table of Contents***


****


PLANET411.COM,
INC.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)








1.  BASIS
OF PRESENTATION
 
 The
accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements.
 
 The
interim financial statements present the condensed balance sheet, statements of
operations, stockholders’ equity and cash flows of Planet411.com, Inc. The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.
 
 The
interim financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of September
30, 2003 and the results of operations presented herein have been included in
the financial statements. Interim results are not necessarily indicative of
results of operations for the full year.
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 2.  SIGNIFICANT
ACCOUNTING POLICIES
 
 Use of
estimates - The
preparation of unaudited financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the unaudited financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
 
 3.  GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred cumulative net losses
of approximately $6,290,817 since its inception and requires capital for its
contemplated operational and marketing activities to take place. The company’s
ability to raise additional capital through the future issuances of the common
stock is unknown. The obtainment of additional financing, the successful
development of the Company’s contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt the Company’s ability to continue as a
going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties.


****


****





F - 13
 ***Table of Contents***


****


PLANET411.COM, INC.


BALANCE SHEET


DECEMBER 31, 2003


(UNAUDITED)





ASSETSCurrent
      assetsCash
    
    $
    578Total
      assets
    
    $
    578LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
    
    $
    20,372Accrued
      liabilities
    
    
    43,684Total
      current liabilities
    
    
    64,056Long
      term liabilitiesLoans
      payable
    
    
    40,247Loans
      due to shareholder
    
    
    47,482Total
      long term liabilities
    
    
    87,729Total
      liabilities
    
    
    151,785Stockholders'
      deficitPreferred
      stock; $0.001 par value; 10,000,000 shares
    
    
    --authorized,
      none issued or outstandingCommon
      stock; $0.001 par value; 200,000,000 shares
    
    
    102,972authorized,
      102,971,743 shares issued and outstandingAdditional
      paid-in capital
    
    
    6,036,671Accumulated
      deficit
    
    
    (6,290,850
    )Total
      stockholders' deficit
    
    
    (151,207
    )Total
      liabilities and stockholders' deficit
    
    $
    578





See Accompanying Notes to Financial
Statements








F - 14
 ***Table of Contents***





PLANET411.COM, INC.


STATEMENT OF OPERATIONS


(UNAUDITED)





For
      the three months ended
    
    For
      the three months ended
    
    For
      the six monthsended
    
    For
      the six monthsendedDecember
      31, 2003
    
    December
      31, 2002
    
    December
      31, 2003
    
    December
      31, 2002Revenues
    
    $                       
      --
    
    $                       
      --
    
    $                        
      --
    
    $                            
      --Cost
      of revenues
    --
    
    --
    
    --
    
    --Gross profit
    --
    
    --
    
    --
    
    --Operating
      expensesSelling
      general and administrative
    34
    
    19,976
    
    813
    
    33,872Total
      operating expenses
    34
    
    19,976
    
    813
    
    33,872Other
      expensesForeign
      exchange translation adjustment
    --
    
    5,116
    
    --
    
    (38,399)Other
      incomeExchange
      rate gain (loss)
    --
    
    4,808
    
    48
    
    (37,157)Loss
      from operations
    (34)
    
    (20,284)
    
    (765)
    
    (32,630)Provision
      for income taxes
    --
    
    --
    
    --
    
    --Net
      loss
    
    $                     
      (34)
    
    $             
       (20,284)
    
    $                  
      (765)
    
    $                 
      (32,630)Basic
      loss per common share
    $                   (0.00)
    
    $                  
       (0.00)
    
    $                  (0.00)
    
    $                      (0.00)Basic
      weighted average commonshares
      outstanding
    102,971,743
    
    40,661,743
    
    102,971,743
    
    40,661,743














See Accompanying Notes to Financial
Statements





F - 15
 ***Table of Contents***


****


PLANET411.COM, INC.


STATEMENT OF STOCKHOLDERS' DEFICIT


FOR THE SIX MONTHS ENDED DECEMBER 31,
2003


(UNAUDITED)





**TotalPreferred
      Stock
    
    Common
      Stock
    
    Additional
    
    Accumulated
    
    Stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in
      Capital
    
    Deficit
    
    DeficitBalance,
      June 30, 2003
    
    
    --
    
    
    --
    
    
    102,971,743
    
    
    102,972
    
    
    6,036,671
    
    
    (6,290,085
    )
    
    (150,442
    )-Net
      loss
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (765
    )
    
    (765
    )Balance,
      December 31, 2003
    
    
    --
    
    $
    --
    
    
    102,971,743
    
    $
    102,972
    
    $
    6,036,671
    
    $
    (6,290,850
    )
    $
    (151,207
    )**


****

















See Accompanying Notes to Financial
Statements







F - 16
 ***Table of Contents***


****


PLANET411.COM, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)


****


For
      the six months ended
    
    For
      the six months endedDecember
      31, 2003
    
    December
      31, 2002Cash
      flows from operating activities:Net
      loss
    
    $
    (765
    )
    $
    (32,630
    )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Changes
      in operating assets and liabilities:Change
      in accounts payable and accrued liabilities
    
    
    --
    
    
    5,877Change
      in loans payable to shareholder
    
    
    (2,984
    )
    
    27,509Net
      cash provided (used) by operating activities
    
    
    (3,749
    )
    
    756Net
      change in cash
    
    
    (3,749
    )
    
    756Cash,
      beginning of period
    
    
    4,327
    
    
    720Cash,
      end of period
    
    $
    578
    
    $
    1,476











See Accompanying Notes to Financial
Statements


F - 17
 ***Table of Contents***








1.BASIS
OF PRESENTATION

The
accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements.

The
interim financial statements present the condensed balance sheet, statements of
operations, stockholders’ equity and cash flows of Planet411.com, Inc. The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.

The
interim financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of December
31, 2003 and the results of operations presented herein have been included in
the financial statements. Interim results are not necessarily indicative of
results of operations for the full year.

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2.SIGNIFICANT
ACCOUNTING POLICIES

Use of
estimates- The
preparation of unaudited financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the unaudited financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

3.GOING
CONCERN

The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred cumulative net losses
of approximately $6,290,850 since its inception and requires capital for its
contemplated operational and marketing activities to take place. The company’s
ability to raise additional capital through the future issuances of the common
stock is unknown. The obtainment of additional financing, the successful
development of the Company’s contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt the Company’s ability to continue as a
going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties.











F - 18
 ***Table of Contents***


****


PLANET411.COM,
INC.


BALANCE SHEET


MARCH 31, 2004


(UNAUDITED)





ASSETSCurrent
      assetsCash
    
    $
    544Total
      assets
    
    $
    544LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
    
    $
    20,372Accrued
      liabilities
    
    
    43,684Total
      current liabilities
    
    
    64,056Long
      term liabilitiesLoans
      payable
    
    
    40,247Loans
      due to shareholder
    
    
    47,482Total
      long term liabilities
    
    
    87,729Total
      liabilities
    
    
    151,785Stockholders'
      deficitPreferred
      stock; $0.001 par value; 10,000,000 shares
    
    
    --authorized,
      none issued or outstandingCommon
      stock; $0.001 par value; 200,000,000 shares
    
    
    102,972authorized,
      102,971,743 shares issued and outstandingAdditional
      paid-in capital
    
    
    6,036,671Accumulated
      deficit
    
    
    (6,290,884
    )Total
      stockholders' deficit
    
    
    (151,241
    )Total
      liabilities and stockholders' deficit
    
    $
    544











See Accompanying Notes to Financial
Statements


****


****


F - 19
 ***Table of Contents***


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





For
      the three months ended
    
    For
      the three months ended
    
    For
      the nine months ended
    
    For
      the nine months endedMarch
      31, 2004
    
    March
      31, 2003
    
    March
      31, 2004
    
    March
      31, 2003Revenues
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --Cost
      of revenues
    
    
    --
    
    
    --
    
    
    --
    
    
    --Gross
      profit
    
    
    --
    
    
    --
    
    
    --
    
    
    --Operating
      expensesSelling
      general and administrative
    
    
    33
    
    
    11,872
    
    
    847
    
    
    45,744Total
      operating expenses
    
    
    33
    
    
    11,872
    
    
    847
    
    
    45,744Other
      expensesForeign
      exchange translation adjustment
    
    
    --
    
    
    74,174
    
    
    --
    
    
    35,775Other
      incomeExchange
      rate gain
    
    
    --
    
    
    71,635
    
    
    48
    
    
    34,47874,174
    
    
    
    
    
    35,775Loss
      from operations
    
    
    (33
    )
    
    (14,411
    )
    
    (799
    )
    
    (47,041
    )Provision
      for income taxes
    
    
    --
    
    
    --
    
    
    --
    
    
    --Net
      loss
    
    $
    (33
    )
    $
    (14,411
    )
    $
    (799
    )
    $
    (47,041
    )Basic
      loss per common share
    
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )Basic
      weighted average commonshares
      outstanding
    
    
    102,971,743
    
    
    102,971,743
    
    
    102,971,743
    
    
    102,971,743











See Accompanying Notes to Financial
Statements








F - 20
 ***Table of Contents***


****


PLANET411.COM,
INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31,2004
(UNAUDITED)





TotalPreferred
      Stock
    
    Common
      Stock
    
    Additional
    
    Accumulated
    
    Stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in
      Capital
    
    Deficit
    
    DeficitBalance,
      June 30, 2003
    
    
    --
    
    
    --
    
    
    102,971,743
    
    
    102,972
    
    
    6,036,671
    
    
    (6,290,085
    )
    
    (150,442
    )Net
      loss
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (799
    )
    
    (799
    )Balance,
      March 31, 2004
    
    
    --
    
    $
    --
    
    
    102,971,743
    
    $
    102,972
    
    $
    6,036,671
    
    $
    (6,290,884
    )
    $
    (151,241
    )











See Accompanying Notes to Financial
Statements








F - 21
 ***Table of Contents***


****


PLANET411.COM,
INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)





For
      the nine months ended
    
    For
      the nine months endedMarch
      31, 2004
    
    March
      31, 2003Cash
      flows from operating activities:Net
      loss
    
    $
    (799
    )
    $
    (47,041
    )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Changes
      in operating assets and liabilities:Change
      in accounts payable and accrued liabilities
    
    
    
    
    
    (12,804
    )Change
      in loans payable to shareholder
    
    
    (2,984
    )
    
    60,613Net
      cash provided (used) by operating activities
    
    
    (3,783
    )
    
    768Net
      change in cash
    
    
    (3,783
    )
    
    768Cash,
      beginning of period
    
    
    4,327
    
    
    720Cash,
      end of period
    
    $
    544
    
    $
    1,488














See Accompanying Notes to Financial
Statements


F - 22
 ***Table of Contents***


****


PLANET411.COM, INC.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)





1. BASIS
OF PRESENTATION
 
 The
accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements.
 
 The
interim financial statements present the condensed balance sheet, statements of
operations, stockholders’ equity and cash flows of Planet411.com, Inc. The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.
 
 The
interim financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of March 31,
2004 and the results of operations presented herein have been included in the
financial statements. Interim results are not necessarily indicative of results
of operations for the full year.
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 2. SIGNIFICANT
ACCOUNTING POLICIES
 
 Use of
estimates - The
preparation of unaudited financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the unaudited financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
 
 3. GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred cumulative net losses
of approximately $6,290,884 since its inception and requires capital for its
contemplated operational and marketing activities to take place. The company’s
ability to raise additional capital through the future issuances of the common
stock is unknown. The obtainment of additional financing, the successful
development of the Company’s contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt the Company’s ability to continue as a
going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties.











F -
23
 ***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.




**ITEM 8A: CONTROLS AND PROCEDURES**





The
Company carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2004. This evaluation
was carried out under the supervision and with the participation of the
Company's management, including Mr. Victor Cantore, the Company's Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective. There have been no
significant changes in the Company's internal controls or in other factors,
which could significantly affect internal controls subsequent to the date the
Company carried out its evaluation.





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





**ITEM 8B: OTHER INFORMATION**





None.





- 18
-
 ***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,
2004. 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)
      Held*Victor
      Cantore
    39
    Chief
      Executive Officer, Chief Financial Officer, and
Director





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.





**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 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.








- 19
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**Significant
Employees**





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





**Audit
Committee**





The
entire board of directors is acting as our audit committee. We do not have a
separately-designated standing 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 years ended June 30,
2003 and 2004:





Name
      and principal position
    Number
      of late reports
    Transactions
      not timely reported
    Known
      failures to file a required formVictor
      Cantore, Chief Executive Officer, Chief Financial Officer, and
      Director
    0
    1
    0Frank
      Cantore, beneficial owner of more than ten percent
    0
    1
    0





**Code
of Ethics Disclosure Compliance**





As of
June 30, 2004, 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.





Subsequent
to June 30, 2004, we have begun the process of designing a code of ethics which
will be filed with the Security and Exchange Commission.








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**ITEM 10: EXECUTIVECOMPENSATION**





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
    2004
      2003
      2002
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      00





**Incentive
Stock Options**





No
options were granted to our officers or directors during fiscal years ended June
30, 2003 and 2004. We have also not granted any stock options to our officer or
directors since June 30, 2004.








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**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, 2004 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 class**Common
    Victor
      Cantore
      8720
      Dufrost
      St.
      Leonard, Quebec H1P 2Z5
      Canada
    52,000,000
    51.1%1**Total
      of all directors and executive officers**
    52,000,000
    51.1%Common
    Frank
      Cantore
      4517
      Nakur
      Pierrefonds,
      Quebec H9A 2S2
      Canada
    10,310,000
    10.0%Common
    Cybersys
      Solutions Inc.
      2060
      de la Montagne Street
      Montreal,
      Quebec, Canada H3G 1Z7
    6,025,244
    5.9%Common
    Le
      Deck Global Holdings Limited
      N7047
      Prvdnc RS E Hll Street
      Nassau,
      Bahamas
    8,598,623
    8.4%





The
percent of class is based on 102,971,743 shares of common stock issued and
outstanding as of June 30, 2004.





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.





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,





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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.




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





**Equity
Compensation Plans as of June 30, 2004**


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**





Except as
set forth below, 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 since our incorporation or in any presently proposed transaction
which, in either case, has or will materially affect us.





We issued
52,000,000 shares of common stock on September 30, 2002 to Mr. Victor Cantore,
our sole officer and director. Mr. Cantore acquired 52,000,000 shares of common
stock at a price of $0.001 per share. Also on September 30, 2002, we issued
10,310,000 shares of common stock at a price of $0.001 per share to Mr. Frank
Cantore. Mr. Frank Cantore is the brother of our sole officer and director, Mr.
Victor Cantore.








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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 Agreement216.1
    Letter
      from Raymond Chabot Grant Thorton, Former Accountant331.1
    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 200232.1
    Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002





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)


3 Incorporated
by reference to Current Report on Form 8-K filed January 11, 2005





**ITEM 14: PRINCIPAL ACCOUNTANT FEES AND
SERVICES**





**Audit
Fees**





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, 2004 and 2003.





**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, 2004 and 2003 were $0 and $0 respectively.








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**SIGNATURES**





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








Planet411.com
Inc.





By:
/s/Victor
Cantore


Victor
Cantore, Chief Executive Officer, Chief Financial Officer, &
Director





Date:  March 8,
2005










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