10KSB/A 1 mainbody.htm PLANET411.COM, INC. 10KSB/A MAINBODY Planet411.com, Inc. 10KSB/A mainbody
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB/A

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

Planet411.com Inc.
(Name of small business issuer in its charter)
Delaware
88-0258277
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
8720 Dufrost
St. Leonard, Quebec, Canada
 
 
H1P 2Z5
(Address of principal executive offices)
(Zip Code)
 
Issuer’s telephone number (514) 325-4567
  
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class
 
Name of each exchange on which registered
None
Not Applicable
 
Securities registered under Section 12(g) of the Exchange Act:
 
Common Stock, par value $0.001
(Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of a specified date within the past 60 days. $1,419,435 as of October 25, 2005. 
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
122,971,743 Common Shares as of March 31, 2006
 
Transitional Small Business Disclosure Format (Check One): Yes: __; No X
 
Explanatory Note

The purpose of this amendment to the Annual Report previously filed with the United States Securities and Exchange Commission on November 3, 2005 is to revise the disclosure in Item 8A titled Controls and Procedures and to revise the Statements of Cash Flows to properly classify cash flows related to loans payable to shareholders as cash flows from financing activities.
 


   
Page
PART I
 
 
PART II
 
 
PART III
 



PART I

Item 1. Description of Business
 
Overview

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

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

Description of Business

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

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

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

Employees

At the present time, we have no employees other than our sole officer, Mr. Derek Ivany. We do not anticipate hiring any employees until such time as we are able to acquire any additional businesses and/or technology.
 
Government Regulation
 
We are not aware of any existing or probable governmental regulation that will have a material impact on our company.

We are not subject to any compliance with environmental laws.


Research and Development

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


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


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.


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


 
PART II


Market Information

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

The following table sets forth the range of high and low bid quotations for our Common Stock for each of the periods indicated for which such information was available. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
 
 
Fiscal Year Ending June 30, 2005
Quarter Ended
High $
Low $
June 30, 2005
0.01
0
     
Fiscal Year Ending June 30, 2004
Quarter Ended
High $
Low $
September 30, 2003
0.001
0.001
December 31, 2003
0.001
0.0001
March 31, 2004
0.001
0.0001
June 30, 2004
0.002
0.0001

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

Penny Stock

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


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

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

Holders of Our Common Stock

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

Dividends

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

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

Recent Sales of Unregistered Securities

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

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



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


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

Plan of Operation

We currently have no business activities. Due to our inability to secure funding, we were unable to implement our previous business plan and ceased operations on October 16, 2001. Since this time, we have attempted to identify and evaluate other business and technology opportunities in order to proceed with an active business operation. At the present time, we have not identified any other business and/or technology opportunities that our management believes are consistent with the best interest of the company. Our plan of operations is to continue our attempts to


identify and evaluate other business and technology opportunities in order to proceed with an active business operation.

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

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

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

Assets

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

Liabilities and Stockholders’ Deficit

Our total liabilities as of June 30, 2005 were $168,862, compared to $155,389 as of June 30, 2004. On June 30, 2005, we had current liabilities in the amount of $71,133. Our current liabilities consisted of accounts payable in the amount of $22,006 and accrued liabilities in the amount of $49,127. On June 30, 2005, we had long-term liabilities in the amount of $97,729. Our long-term liabilities consisted of loans payable in the amount of $40,247 and loans due to shareholder in the amount of $57,482.
 
Results of Operations

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

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


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

Liquidity and Capital Resources

As of June 30, 2005, we had cash in the amount of $379, compared to cash of $505 as of June 30, 2004. We had a working capital deficit of $70,754 as of June 30, 2005, compared to $67,155 for the fiscal year end June 30, 2004. As a result, we have insufficient capital to complete an acquisition in the event that a suitable business or technology is identified.

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

Off Balance Sheet Arrangements

As of June 30, 2005, there were no off balance sheet arrangements.

Going Concern

Our independent auditors have stated in their Auditor’s Report included in our annual report on Form 10-KSB that we have incurred operating losses, accumulated deficit, and negative cash flow from operations. From our inception to June 30, 2005, we incurred cumulative losses of approximately $6,328,000. Our ability to raise capital through future issuances of common stock is unknown. Our future is dependent on our ability to obtain financing and develop new business opportunities into profitable operations.

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


 
 
9

Certified Public Accountants & Consultants
2425 W. Horizon Ridge Parkway
Henderson, Nevada 89052
 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors
Planet411.com, Inc.
St. Leonard, Quebec, Canada

We have audited the accompanying balance sheet of Planet411.com, Inc. as of June 30, 2005 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended June 30, 2005 and 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Planet411.com, Inc. as of June 30, 2005, and the results of its operations and cash flows for the years ended June 30, 2005 and 2004 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

De Joya Griffith & Company, LLC
October 24, 2005
Henderson, Nevada
 
F-1

PLANET411.COM, INC.
BALANCE SHEET
JUNE 30, 2005
 

Current assets
    
Cash
$
379
     
     
Total assets
$
379
     
LIABILITIES AND STOCKHOLDERS' DEFICIT
     
Current liabilities
  
Accounts payable
$
22,006
Accrued liabilities
  
49,127
Total current liabilities
  
71,133
     
Long term liabilities
    
Loans payable
  
40,247
Loans due to shareholder
  
57,482
Total long term liabilities
  
97,729
     
Total liabilities
  
168,862
     
Stockholders' deficit
    
Preferred stock; $0.001 par value; 10,000,000 shares
  
--
authorized, none issued or outstanding
    
Common stock; $0.001 par value; 200,000,000 shares
  
122,972
authorized, 122,971,743 shares issued and outstanding
    
Additional paid-in capital
  
6,036,671
Accumulated deficit
  
(6,328,126)
Total stockholders' deficit
  
(168,483)
     
Total liabilities and stockholders' deficit
$
379
 
 
See Accompanying Report of Independent Registered Public Accounting Firm and Notes to Financial Statements
 
 
PLANET411.COM, INC.
STATEMENT OF OPERATIONS
 

 
June 30, 2005
  
For the Year Ended
June 30, 2004
       
Revenues
$
--
  
$
--
           
Cost of revenues
  
--
   
--
           
Gross profit 
  
--
   
--
           
Operating expenses
          
Selling general and administrative 
  
33,671
   
4,484
 Total operating expenses
  
33,671
   
4,484
           
Other income
         
Exchange rate gain  
  
72
   
42
           
Loss from operations 
  
(33,599)
 
  
(4,442)
           
Provision for income taxes
  
--
   
--
           
Net loss
$
(33,599)
 
$
(4,442)
           
Basic loss per common share
$
(0.00)
 
$
(0.00)
           
Basic weighted average common
         
shares outstanding 
  
112,341,606
   
102,971,743
 
 
See Accompanying Report of Independent Registered Public Accounting Firm and Notes to Financial Statements
 
PLANET411.COM, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEAR ENDED JUNE 30, 2005
 

 
      
Common Stock
   
   
 
    
 
 
  
Shares 
    
Amount
   
Shares
   
Amount
   
Additional
Paid-in
Capital
   
Accumulated
Deficit
    
Total 
Stockholders'
Deficit 
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)
                                         
Issuance of common stock for cash, $.001 per share
  
--
   
--
   
20,000,000
   
20,000
   
--
   
--
   
20,000
                                         
Net loss
  
--
   
--
   
--
   
--
   
--
   
(33,599)
 
  
(33,599)
                                         
Balance, June 30, 2005
  
--
 
$
--
    
122,971,743
 
$
122,972
  
$
6,036,671
  
$
(6,328,126)
 
$
(168,483)
 
 
See Accompanying Report of Independent Registered Public Accounting Firm and Notes to Financial Statements
 
 
PLANET411.COM, INC.
STATEMENTS OF CASH FLOWS
 

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

PLANET411.COM, INC.
NOTES TO FINANCIAL STATEMENTS
 
 

Description of business - Planet411.com, Inc., (referred to as the “Company”) was previously involved in the e-business industry. It provided end-to-end, e-business solutions to businesses interested in doing e-tailing (selling of retail goods on the Internet). Planet411.com, Inc. currently is an entity with no operations.

History - Planet411.com Corporation, the Company's predecessor, was incorporated in Nevada on April 23, 1990, as Investor Club of the United States. The name was changed to Noble Financing Group Inc. (in 1992), then to Newman Energy Technologies Incorporated (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998) and then to Planet411.com Corporation on February 11, 1999 to reflect its then current business objectives. Planet411.com Inc. was incorporated on July 13, 1999. Planet411.com Corporation was merged with and into Planet411.com Inc. ( referred to as the “Company”) on October 6, 1999 for the sole purpose of changing the Company's jurisdiction of incorporation to Delaware.

Going Concern - The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of approximately $6,328,000 since its inception and requires capital for its contemplated operational and marketing activities to take place. The company’s ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Definition of fiscal year - The Company’s fiscal year end is June 30.

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

Fair value of financial instruments - Financial accounting standards Statement No. 107, “Disclosure About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature.

Earnings (loss) per share - Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common stocks during the applicable period. Diluted earnings per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

PLANET411.COM, INC.
NOTES TO FINANCIAL STATEMENTS
 
New accounting pronouncements - In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company does not believe adopting this new standard will have a significant impact to its financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements assuming employee stock options are granted in the future.

2. LOANS PAYABLE

As of June 30, 2005, the company had non-interest bearing demand loans totaling $40,247 from unrelated parties that are unsecured.

3. LOANS DUE TO SHAREHOLDER

As of June 30, 2005, the company had an unsecured, 8% interest bearing demand loans due to a shareholder of the Company totaling $57,482. Unpaid interest as of June 30, 2005 totals $49,127 which is reflected as accrued liabilities on the accompanying balance sheet.
 
4. CAPITAL STOCK TRANSACTIONS

Preferred stock - The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of June 30, 2005, the Company has no shares of preferred stock issued or outstanding.

Common stock - The authorized common stock is 200,000,000 shares with a par value of $0.001. As of June 30, 2005 , the Company has 122,971,743 shares of common stock issued and outstanding.
 
 
Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

In a Current Report on Form 8-K filed on January 11, 2005, we disclosed that our former auditor, Raymond Chabot Grant Thorton, resigned. On August 16, 2004, we engaged DeJoya & Company as our new auditor. The decision to change auditors was approved by our board of directors. We did not have any disagreements with our former auditor on any matter of accounting principles or practices, disclosure, or auditing scope or procedure.

Subsequent to the reporting period on August 1, 2005, De Joya & Company, Inc. resigned as our accountant. We engaged De Joya Griffith & Company, LLC as our principal accountants effective August 2, 2005. The decision to change auditors was approved by our board of directors. We did not have any disagreements with our former auditor on any matter of accounting principles or practices, disclosure, or auditing scope or procedure.

Item 8A. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2005. This evaluation was carried out under the supervision and with the participation of our Former Chief Executive Officer and Chief Financial Officer, Mr. Victor Cantore. Based upon that evaluation, our Former Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2005, our disclosure controls and procedures are effective. There have been no significant changes in our internal controls over financial reporting during the quarter ended June 30, 2005 that have materially affected or are reasonably likely to materially affect such controls.

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

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
 

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
Item 8B. Other Information

None.
 

PART III


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

Name
Age
Office(s) Held
Victor Cantore
40
Chief Executive Officer, Chief Financial Officer,
and Director
Shing Lo
36
Director
Derek Ivany
22
Director

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

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

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

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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


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

Term of Office

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

Significant Employees

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

Audit Committee

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

Section 16(A) Beneficial Ownership Reporting Compliance

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

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



Code of Ethics Disclosure

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


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

Stock Option Grants

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


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

Title of class
Name and address of beneficial owner
Amount of beneficial ownership
Percent of class
Common
Victor Cantore
8720 Dufrost
St. Leonard, Quebec H1P 2Z5
Canada
52,000,000
42.8% 1
Total of all directors and executive officers
52,000,000
42.8%
Common
Frank Cantore
4517 Nakur
Pierrefonds, Quebec H9A 2S2
Canada
10,310,000
8.4%
Common
Le Deck Global Holdings Limited
N7047 Prvdnc RS E Hll Street
Nassau, Bahamas
8,598,623
7.0%
 
The percent of class is based on 122,971,743 shares of common stock issued and outstanding as of June 30, 2005.

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

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



Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plans as of June 30, 2005
 
A
B
C
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
 outstanding options,
warrants and right
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(A))
Equity compensation
plans
approved by security
holders
 
-
 
-
 
-
Equity compensation
plans
not approved by
security
holders
 
625,000
 
$0.54
 
16,875,000
Total
625,000
$0.54
16,875,000


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





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)


Audit Fees

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

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

Audit-Related Fees

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

Tax Fees

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


All Other Fees

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

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Planet411.com Inc.
 
 
  By:  
/s/ Derek Ivany
Chief Executive Officer & Chief Financial Officer
Date: June 5, 2006
 
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the date stated:
 
By:
/s/ Derek Ivany
Derek Ivany
Director
June 5, 2006
By:
/s/ Shing Lo
Shing Lo
Director
June 5, 2006