Cane Clark LLP | 3273 E. Warm Springs Las Vegas, NV 89120 | |||
Kyleen E. Cane* | Bryan R. Clark^ | Chad Wiener+ | Scott P. Doney~ | Telephone: 702-312-6255 |
Facsimile: 702-944-7100 | ||||
Email: cwiener@caneclark.com |
May 18, 2006
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION-Division of Corporation Finance
Mail Stop 7010
100 F. Street NE
Washington, D.C. 20549-7010
ATTENTION: Amanda Sledge
Re: | Planet411.com |
Form 10-KSB for Fiscal Year Ended June 30, 2005 Filed November 3, 2005 | |
Form 10-QSB for the Fiscal Quarter Ended September 30, 2005 Filed November 14, 2005 File No.: 0-27645 |
________________________________________________________________________________
We write on behalf of Planet 411.com (the “Company”) in response to Staff's letter of May 5, 2006 by Steven Jacobs, Accounting Branch Chief at the United States Securities and Exchange Commission, (the “Commission”) regarding the above-referenced Form 10-KSB and Form 10-QSB (the “Comment Letter”). On behalf of the Company, we have attached to this response letter as an exhibit the revisions proposed to be included in the Amended Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005 and the Amended Quarterly Report on Form 10-QSB for the quarter ended December 31, 2005 when all comments have been satisfied in your review process.
The factual information provided herein relating to the Company has been made available to us by the Company. Paragraph numbering used for each response corresponds to the numbering used in the Comment Letter.
Form 10-KSB for the Fiscal Year ended June 30, 2005
General
1. | We have reviewed your responses and proposed revisions related to prior comments 2 and 4. Please file an amended Form 10-KSB that incorporates the revised auditor’s report as well as the revised Item 8A disclosure. |
In response to this comment, the Company confirms that it will file an Amended Form 10-KSB that
incorporates the revised auditor’s report as well as the revised Item 8A disclosure when all comments have been satisfied in your review process.
Statements of Cash Flows, page F-5
2. | Please tell us how you considered the guidance in paragraphs 15 through 24 of SFAS 95 in determining that cash flows related to loan payable to shareholders should be classified in cash flows from operations for the fiscal year ended June 30, 2005 and for the six months ended December 31, 2005, as reported in your Form 10-QSB. |
In response to this comment, the Company revised the statements of cash flows for the fiscal year ended June 30, 2005 and the six months ended December 31, 2005 to properly classify cash flows related to loans payable to shareholders as cash flows from financing activities. Attached is a copy of the revised statements of cash flows proposed to be included in the Amended Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005 and Amended Quarterly Report on Form 10-QSB for the quarter ended December 31, 2005 when all comments have been satisfied in your review process.
If you have any questions regarding this comment letter, please feel free to contact me at
702-312-6255.
Sincerely,
CANE CLARK LLP
/s/ Chad Wiener
Chad Wiener, Esq.
2
PLANET411.COM, INC.
STATEMENTS OF CASH FLOWS
For the Year Ended June 30, 2005 | For the Year Ended 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 Accounting Firm and Notes to Financial Statements
3
PLANET411.COM, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the six months ended June 30, 2005 | For the six months ended June 30, 2004 | ||||
Cash flows from operating activities: | |||||
Net loss | $ | (12,336) | $ | (56) | |
Adjustments to reconcile net loss to net cash used by operating activities: | |||||
Changes in operating assets and liabilities: | |||||
Change in accounts payable | 3,559 | -- | |||
Net cash used by operating activities | (8,777) | (56) | |||
Cash flows from financing activities: | |||||
Change in loans payable to shareholder | 9,652 | -- | |||
Net cash provided by financing activities | 9,652 | -- | |||
Net change in cash | 875 | (56) | |||
Cash, beginning of period | 379 | 505 | |||
Cash, end of period | $ | 1,254 | $ | 449 |
See Accompanying Report of Independent Registered Accounting Firm and Notes to Financial Statements