SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2005
Planet411.com Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-27645 | 88-0258277 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8720 Dufrost, St.Leonard, Quebec Canada | H1P 2Z5 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 514-325-4567
___________________________________________________ (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On August 1, 2005, De Joya & Company, Inc. (the “Former Accountant”) resigned as the Company’s accountant. The Company engaged De Joya Griffith & Company, LLC as its principal accountants effective August 2, 2005. The decision to change accountants was approved by the Company’s board of directors. The Company did not consult with De Joya Griffith & Company, LLC on any matters prior to retaining such firm as its principal accountants.
The Former Accountant’s audit reports on the financial statements of the Company for the fiscal years ended June 30, 2004 and 2003 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial statements of the Company for the fiscal years ended June 30, 2004 and 2003 contained an uncertainty about the Company’s ability to continue as a going concern.
During the years ended June 30, 2004 and 2003, and through the interim period ended August 1, 2005, there were no disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the years ended June 30, 2004 and 2003, and through the interim period ended August 1, 2005, the Former Accountant did not advise the Company with respect to any of the matters described in paragraphs (a)(1)(iv)(A) and (B) of Item 304 of Regulation S-B.
On May 3, 2006, the Company provided the Former Accountant with its disclosures in this Form 8-K disclosing the resignation of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Planet411.com Inc.
/s/ Derek Ivany
Derek Ivany
Chief Executive Officer
Date: May 4, 2006
