UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-2 (AMENDMENT NO. 1)

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

PLANET TECHNOLOGIES, INC.

(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

CALIFORNIA		3990		33-0502606
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(Primary Standard Industrial Classification Code Number)		(IRS EIN)

6835 Flanders Drive, Suite 100, San Diego, CA		92121
(ADDRESS OF PRINCIPAL OFFICES)		(ZIP CODE)

ISSUER’S TELEPHONE NUMBER (858) 457-4742

Scott L. Glenn
President, Chief Executive Officer
Planet Technologies, Inc.
6835 Flanders Drive, Ste. 100
San Diego, CA 92121
(Name, address, telephone number of agent for service of process)

Copies to:

Robert W. Blanchard, Esq.
BLANCHARD KRASNER & FRENCH
800 Silverado Street, Second Floor
La Jolla, California 92037
(858) 551-2440

Approximate date of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. þ

CALCULATION OF REGISTRATION FEE

	Title of each
	class of									Aggregate
	securities to be			Amount to be			Offering Price			Offering			Amount of
	registered			registered			per unit			Price			registration fee
	Common Stock			1,988,6561			$2.002			$3,977,3122			$468.134
				1,886,241			$5.003			$9,431,2053			$1,110.054
	Total:			3,874,897						$13,408,517			$1,578.18

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY PLANET TECHNOLOGIES, INC., WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS		Subject to Completion dated October 12, 2005

The information in this prospectus is not complete and may be changed.

PROSPECTUS

PLANET TECHNOLOGIES, INC.

3,874,897 Shares of
Common Stock

     This prospectus relates to the resale by selling shareholders of up to 3,874,897 shares of our common stock, which are currently outstanding. The selling shareholders may sell common stock from time to time in the principal market on which our stock is traded at the prevailing market price or in negotiated transactions. Each selling shareholder is deemed an underwriter of the shares of common stock they are offering. We will pay the expenses of registering these shares.

     You should read this document and any prospectus supplement carefully before you invest.

     Our common stock is registered under Section 12(g) of the Securities and Exchange Act of 1934 and is listed on the Over-the-Counter Bulletin Board under the symbol “PLNT.OB.” The last reported sales price per share of our common stock, as reported by the Over-the-Counter Bulletin Board on October 6, 2005, was $5.00.

     The securities offered under this prospectus involve a high degree of risk. See “Risk Factors” beginning at Page 2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

     The date of this prospectus is October 12, 2005.

PLANET TECHNOLOGIES, INC.

TABLE OF CONTENTS

		PAGE
Disclosure Regarding Forward-Looking Statements			1
Prospectus Summary			1
Risk Factors			2
Recent Transactions			5
Use of Proceeds			5
Market for Common Equity and Related Stockholder Matters			6
Selling Security Holders			6
Legal Proceedings			9
Security Ownership of Certain Beneficial Owners and Management			10
Directors, Executive Officers, Promoters and Control Persons			11
Executive Compensation			13
Certain Relationships and Related Transactions			17
Description of Securities			18
Plan of Distribution			19
Disclosure of Commission Position on Indemnification for Securities Act Liabilities			19
Description of Business			20
Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Pro Forma Financials			29
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			33
Controls and Procedures			34
Legal Matters			34
Experts			34
Available Information			34
Financial Statements.			F-1
Information Not Required on Prospectus		II-1
EXHIBIT 5.1
EXHIBIT 10.27
EXHIBIT 23.2
EXHIBIT 23.3

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When Planet uses words such as “intend,” “anticipate,” “believe,” “estimate,” “plan,” “expect,” or similar phrases in this prospectus, Planet is making forward-looking statements. Planet believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date of this prospectus, but Planet cannot assure you that these assumptions and expectations will prove to have been correct or that Planet will take any action that it may presently be planning. Planet has disclosed important factors that could cause its actual results to differ materially from its current expectations under “Risk Factors” and elsewhere in this prospectus. You should understand that forward-looking statements made in connection with this offering are necessarily qualified by these factors.

PROSPECTUS SUMMARY

     Since this is a summary, it does not contain all the information that may be important to you in evaluating your investment. You should read the following summary, and the “Risk Factors” section, along with the more detailed information and financial statements and the notes to the financial statements appearing elsewhere in this prospectus or incorporated by reference in this prospectus, prior to purchasing securities of Planet.

Planet Technologies, Inc.

     Planet is engaged in the business of designing, manufacturing, selling, and distributing common products for use by allergy sensitive persons, including, air filters, bedding and similar products under the Allergy Free trade name. Planet acquired its business on or about November 30, 2004, when it acquired substantially all of the assets and business of Allergy Free, LLC. Our business strategy is primarily based upon promotion of products directly to the consumer by telemarketing to our database of customers who have purchased the Allergy Free Electrostatic Filter. On August 11, 2005, Planet completed the merger with Allergy Control Products, Inc. (“ACP”), wherein ACP merged into a wholly owned subsidiary of Planet.

     Prior to acquiring the Allergy Free business, and the merger with ACP, Planet, then known as Planet Polymer Technologies, Inc. was an advanced materials company that developed and licensed unique polymer materials. While retaining certain intellectual property rights relating to our prior business, all operations related to our prior business have been discontinued.

     Planet was incorporated under the laws of California in August 1991. Planet’s principal executive offices are located at 6835 Flanders Drive, Suite 100, San Diego, CA 92121, and its telephone number is 858-457-4742.

The Offering

		Securities Offered		3,874,897 shares of common stock offered by selling security holders.
		Percentage of Planet’s outstanding securities that the securities offered represent		Approximately 97%
		Common stock to be outstanding after the offering		3,986,368 shares.
		Risk Factors		The common stock offered in this prospectus involves a high degree of risk. See “Risk Factors.”
		Over-the-Counter Bulletin Board trading symbol		“PLNT.OB”

RISK FACTORS

     Before purchasing the shares offered by this prospectus, you should carefully consider the risks described below, in addition to the other information presented in this prospectus or incorporated by reference into this prospectus. If any of the following risks actually occur, they could adversely affect Planet’s business, financial condition or results of operations. In such case, the trading price of Planet’s common stock could decline and you may lose all or part of your investment.

We have experienced losses, we expect future losses and we may not become profitable.

     For the years ended December 31, 2003, and 2004, we had net losses of approximately $574,135 and $773,558, respectively. The net loss for the six months ended June 30, 2005, was $469,034. As of June 30, 2005, we had an accumulated deficit of approximately $4.2 million.

     Since we have historically incurred net losses, we expect this trend to continue until some indefinite date in the future. We may not become profitable. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

A significant block of our common stock (97%) is being registered for sale and there is a risk that one entity ( or individual) or a limited number of entities (or individuals) could acquire most or all of the shares being sold.

     The number of shares being registered for offering account for approximately 97% of our outstanding common stock. Because such a large block of our common stock is being offered, there is a significant risk that one entity (or individual) or a limited number of entities (or individuals) could acquire most, if not all, of the shares being sold. Such a sale to a limited number of entities or individuals would result in a change in control of the Company, and could result in major changes in management, personnel, direction and overall philosophy of the Company. Shareholders should consider the potential impact such a sale, and the resulting change in control, would have on them and the Company.

Future sales of our common stock by existing shareholders under Rule 144 or this offering could decrease the trading price of our common stock.

     As of October 6, 2005, a total of approximately 3,874,897 shares of our outstanding common stock were “restricted securities” and could be sold in the public markets only in compliance with rule 144 adopted under the Securities Act of 1933 or other applicable exemptions from registration. Rule 144 provides that a person holding restricted securities for a period of one year may thereafter sell, in brokerage transactions, an amount not exceeding in any three-month period the greater of either (i) 1% of the issuer’s outstanding common stock or (ii) the average weekly trading volume in the securities during a period of four calendar weeks immediately preceding the sale. Persons who are not affiliated with the issuer and who have held their restricted securities for at least two years are not subject to the volume limitation. Possible or actual sales of our common stock by present shareholders under Rule 144 could have a depressive effect on the price of our common stock. Many of these shares were registered and may be sold without the above limitations in accordance with this prospectus, and the registration could have a significant negative impact on the market price because there will be many more shares that may be available for sale on the open market.

     Additionally, on November 30, 2004, the Company, with shareholder approval, purchased the assets of Allergy Free, LLC, a California limited liability company (“Allergy Free”). In exchange for Allergy Free’s assets, the Company issued approximately 1.7 Million shares of the Company’s common stock to Allergy Free which in turn distributed the shares proportionally to its members in exchange for the members’ membership interests in Allergy Free.

     On August 11, 2005, the Company completed the merger between ACP Acquisition Corp., a wholly owned subsidiary of the Company and ACP (the “Merger”) pursuant to which ACP became a wholly owned subsidiary of the Company and Jonathan T. Dawson, an individual and the sole shareholder received 600,000 shares of the common stock of the Company.

     The Company also sold approximately 1,600,000 shares of common stock through private placement. As part of the asset purchase transaction and the ACP Merger, the Company agreed to register the shares issued to the former Allergy Free members and the shares issued to Mr. Dawson, with shareholder approval, and which were issued through private placement as soon as possible after the completion of the respective transactions. For this reason, the shares are being registered now as opposed to some later date.

We may require additional capital in the future which may not be available.

     Our future capital requirements will depend on many factors, including:

	•		the cost of manufacturing;
	•		developing new markets for our products;
	•		competing technological and market developments; and
	•		the costs involved in filing, prosecuting and enforcing patent claims.

     We anticipate that our existing resources combined with revenues will enable us to maintain our current and planned operations through the next twelve months. In addition, changes in our plans or other events affecting our operating expenses, such as acquisition opportunities, may cause us to expend our existing resources sooner than expected.

     We may seek additional funding through private placements of stock or strategic relationships. But the uncertainty as to our future profitability may make it difficult for us to secure additional financing on acceptable terms, if we are able to secure additional financing at all. Insufficient funds may require us to delay, scale back or eliminate some or all of our activities.

We are subject to penny stock regulations.

     Our common stock is not listed or qualified for listing on NASDAQ or any national securities exchange but is only sporadically traded in the over-the-counter market in the so-called OTC Bulletin Board. As a result, an investor will find it difficult to dispose of, and to obtain accurate quotations as to the value of, our common stock.

     Although occasionally trading at $5.00 or more per share, our common stock during the past several years has generally traded below $5.00 and has been classified as a penny stock by the Securities and Exchange Commission. The classification severely and adversely affects the market liquidity for our common stock. The Commission has adopted Rule 15g-9, which establishes the definition of a “penny stock” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedules prepared by the Commission relating to the penny stock market, which, in highlight form, sets forth (i) the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in public offerings and secondary trading and about the commissions payable to the broker-dealer and registered representative, current quotations for the securities and the rights and remedies available to an investor in case of fraud in penny stock transaction. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Any inability to adequately retain or protect our employees, customer relationships and proprietary technology could harm our ability to compete.

     Our future success and ability to compete depends in part upon our employees, customer relationships, proprietary technology and trademarks, which we attempt to protect with a combination of trademark and trade secret claims. These legal protections afford only limited protection. Further, despite our efforts, we may be unable to prevent third parties from soliciting our employees or customers or infringing upon or misappropriating our intellectual property. Our employees, customer relationships and intellectual property may not be adequate to provide us with a competitive advantage or to prevent competitors from entering the markets for our product and services. Additionally, our competitors could independently develop non-infringing technologies that are competitive with, and equivalent or superior to, our products. We will monitor infringement and/or misappropriation of our proprietary rights. However, even if we do detect infringement or misappropriation of our proprietary rights, litigation to enforce these rights could cause us to divert financial and other resources away from our business operations.

The departure of certain key personnel could harm the financial condition of the Company.

     Several of our employees are intimately involved in our business and have day-to-day relationships with critical customers. Planet is not able to afford additional staff to supplement these key personnel. Competition for highly skilled business, product development, marketing and other personnel is intense, and there can be no assurance that we will be successful in recruiting new personnel or in retaining our existing personnel. A failure on our part to retain the services of these key personnel could have a material adverse effect on our operating results and financial condition. We do not maintain key man life insurance on any of our employees.

We face numerous competitors.

     We have many competitors with comparable characteristics and capabilities that compete for the same group of customers. Our competitors are competent and experienced and are continuously working to take market share away from us. Our competitors have greater financial, technical, marketing and other resources than we do. Our ability to compete effectively may be adversely affected by the ability of these competitors to devote greater resources to the sales and marketing of their products and services than are available to us.

There are risks associated with our planned growth.

     We plan to grow the Company’s revenues and profits by adding to our existing customer base through internal growth and by the acquisition of other companies.

     Management believes that Planet can grow through the acquisitions of other allergy control related companies as part of a “roll-up” strategy. The acquisition of other companies is uncertain and contains a variety of business risks, including: cultural differences the retention of key personnel, competition, protection of intellectual property, profitability, industry changes and others.

     Acquisitions and attempted acquisitions, may place a strain on our limited personnel, financial and other resources. Our ability to manage this growth, should it occur, will require expansion of our capabilities and personnel. We may not be able to find qualified personnel to fill additional positions or be able to successfully manage a larger organization.§

     We have very limited assets upon which to rely for adjusting to business variations and for growing new businesses. While we are likely to look for new funding to assist in the acquisition of other profitable businesses, it is uncertain whether such funds will be available. There can be no assurance that we will be successful in raising a sufficient amount of additional capital, or if we are successful, that we will be able to raise capital on reasonable terms. If we do raise additional capital, our existing shareholders will incur substantial and immediate dilution.

Our directors and executive officers beneficially own approximately 46% of our stock; their interests could conflict with yours; significant sales of stock held by them could have a negative effect on our stock price; shareholder may be unable to exercise control.

     As of September 1, 2005, our executive officers, directors and affiliated persons were the beneficial owners of approximately 46% of our common stock. As a result, our executive officers, directors and affiliate persons will have significant ability to:

	•		elect or defeat the election of our directors;
	•		amend or prevent amendment of our articles or incorporation or bylaws;
	•		effect or prevent a merger, sale of assets or other corporate transaction; and
	•		control the outcome of any other matter submitted to the shareholders for vote.

     As a result of their ownership and positions, our directors and executive officers collectively, are able to significantly influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our directors and executive officers, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

Since we have never paid any cash dividends on our common stock and do not anticipate doing so in the future, you may only realize a profit from your investment if our stock price appreciates.

RECENT TRANSACTIONS

     On November 30, 2004, Planet acquired all of the assets of Allergy Free, LLC, which is the historical business described in this prospectus for approximately 1.7 million shares of Planet stock (after giving effect to the reverse stock split), a convertible note of $274,300, and assumption of debt. The transaction was completed pursuant to an Asset Purchase Agreement between Planet and Allergy Free, LLC. (“Agreement”) As a result of the acquisition, Allergy Free’s historical financial information is included in the financial results of Planet. Allergy Free, LLC, was and is controlled by Scott Glenn, who became Planet’s Chairman, President and CEO.

     During the period from November 30, 2004, through August 1, 2005, Planet has sold approximately 1,600,000 shares to investors, pursuant to subscription agreements and in reliance upon an exception from registration provided under Regulation D. The resale of this common stock is being registered on Form SB-2 of which this prospectus is a part. 886,000 of the shares were sold to a fund controlled by Scott Glenn.

     On August 11, 2005, the Company completed the Plan of Merger between Allergy Control Products, Inc., a Delaware corporation (“ACP”) and Jonathan T. Dawson, an individual and the sole shareholder of ACP, and the Company. Pursuant to the Agreement and Plan of Merger, ACP merged into a wholly owned subsidiary of the Company and the sole shareholder of ACP received 600,000 shares of the common stock of the Company. The subsidiary will continue to use the name “Allergy Control Products, Inc.” (“New ACP”) Effective August 11, 2005, the Company assigned all of the Allergy-Free® assets to its wholly owned subsidiary, New ACP.

USE OF PROCEEDS

     No proceeds will be realized by us since all shares are offered by selling shareholders. We intend to use the proceeds from the private placement pursuant to which some of the shares offered hereby were issued for general working capital purposes or acquisition of new products or businesses.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company’s Common Stock trades on the OTC.BB under the symbol “PLNT.OB.” The following table sets forth the high and low sales prices of the Company’s Common Stock for the period from January 1, 2003 through June 30, 2005 as furnished by the OTC.BB. These prices reflect prices between dealers without retail markups, markdowns or commissions, and may not necessarily represent actual transactions. These prices also reflect the reverse stock split effective December 6, 2004:

		Trade Prices
		High				Low
Fiscal year ended December 31, 2003
First Quarter		$	4.00				0.50
Second Quarter			5.00				2.50
Third Quarter			3.00				2.50
Fourth Quarter			3.50				1.50
Fiscal year ended December 31, 2004
First Quarter			12.50				1.75
Second Quarter			10.50				3.00
Third Quarter			3.50				2.50
Fourth Quarter			3.50				0.70
2005
First Quarter			3.00				0.70
Second Quarter			3.25				1.00
Third Quarter			5.00				2.50

     On October 6, 2005, the last reported sale price of the Company’s Common Stock on the Over-the-Counter Bulletin Board was $5.00. As of October 6, 2005, there were approximately 195 holders of record of the Company’s Common Stock with 3,986,368 shares outstanding. The market price of shares of Common Stock, like that of the common stock of many other emerging growth companies, has been and is likely to continue to be highly volatile.

     The Company has never declared or paid a cash dividend. The Company has not paid and does not intend to pay any Common Stock dividends to Common Stock shareholders in the foreseeable future and intends to retain any future earnings to fund the Company’s operations. Any payment of dividends in the future will depend upon the Company’s earnings, capital requirements, financial condition and such other factors as the Board of Directors may deem relevant.

SELLING SECURITY HOLDERS

     On November 30, 2004, the Company, with shareholder approval, purchased the assets of Allergy Free, LLC, a California limited liability company (“Allergy Free”). In exchange for Allergy Free’s assets, the Company issued approximately 1.7 Million shares of the Company’s common stock to Allergy Free which in turn distributed the shares proportionally to its members in exchange for the members’ membership interests in Allergy Free. On August 11, 2005, the Company, with shareholder approval, merged with ACP. As consideration the Company issued 600,000 shares to Jonathan T. Dawson, an individual and sole-shareholder of ACP. Additionally, the Company sold approximately 1,600,000 shares of common stock through private placement. The shares of common stock which were distributed to the former Allergy Free members and to Jonathan T. Dawson and sold in private placement are the subject of this registration statement. We relied on the limited offering exemption provided in Rule 506 of the 1933 Act in issuing the shares of common stock to the former Allergy Free members and to Jonathan T. Dawson and through private placement.

     The following table sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.:

		Prior to Offering								No. of Shares				After Offering
Name		No. of Shares				Percent				to be Sold				No. of Shares				Percent
William and Lisa Barkett 7544 Eads #F La Jolla, CA 92037			308,456				7.7	%			308,456
John Burd 4930 Bradshaw Court San Diego, CA 92130			19,073					*			19,073
J. Roberts Fosberg 2440 Toyon Road Healdsburg, CA 95448			158,382				4.0	%			158,382
William Hawkins 3890 Steve Reynolds Blvd. Norcross, GA 30093			22,778					*			22,778
Jack Goldstein 109 Golorado Court Los Gatos, CA 95032			51,552				1.2	%			51,552
David F. Hale P O Box 8925 Rancho Santa Fe, CA 92067			76,775				1.9	%			76,775
Guy Mayenobe Les 3 Cheminees Chemin de la cote de St. Forget, France, 78720			18,043					*			18,043
Nancy Olson 2100 Green # 102 San Francisco, CA 94123			63,695				1.6	%			63,695
Jon M. Plexico 3600 Fillmore St. #305 San Francisco, CA 94123			19,842					*			19,842
Ellen Preston 1825 Sheridan Ave. San Diego, CA 92103			26,565					*			26,565
Silverado Street Venture Partners 800 Silverado St. 2nd Floor La Jolla, CA 92037			30,253					*			29,239				1,014				*
Michael A. Trinkle Family Trust (1) 3495 Via Zara Court Fallbrook, CA 92028			55,873				1.4	%			55,873
Shaunna Salzetti 14998 Budwin Lane Poway, CA 92064			11,640					*			11,640

		Prior to Offering								No. of Shares				After Offering
Name		No. of Shares				Percent				to be Sold				No. of Shares				Percent
Leslie White 18479 Calle La Serra Rancho Santa Fe, CA 92091			9,312					*			9,312
Blanchard, Krasner & French 401-K Plan 800 Silverado St. 2nd Floor La Jolla, CA 92037			40,625				1.0	%			40,625
AF Partners, LLC (2) 6835 Flanders Drive #500 San Diego, CA 92021			770,806				19.3	%			770,806
Windamere III, LLC (2) 6402 Cardeno Dr. La Jolla, CA 92037			886,000				22.2	%			886,000
SJT Family Investments, LP Stephen Targen 240 22nd Street Santa Monica, CA 90402			6,000					*			6,000
Glenn P. Napierskie II, and Sherrie N. Napierskie Family Trust DTO 10 Aug 1988 Glen P. Napierskie II P.O. Box 989 Valley Center, CA 92082			40,000				1.0	%			40,000
Chase Hardage P.O. Box 9464 Rancho Santa Fe, CA 92067			4,000					*			4,000
Samantha Hardage P.O. Box 9464 Rancho Santa Fe, CA 92067			4,000					*			4,000
Dixon Family Trust 6344 Cardeno Drive La Jolla, CA 92037			20,000					*			20,000
Steven M. Rudy Profit Sharing Trust 32006 Sunset Avenue Laguna Beach, CA 92651			12,000					*			12,000
First Regional Bank Cust FBO Craig L. Dixon IRA #001872 P.O. Box 85410 San Diego, CA 92186			20,000					*			20,000
Garner Investments, LLC 5949 Greensview Ct. Rancho Santa Fe, CA 92067			40,000				1.0	%			40,000
Ken Kramer 4364 Bonita Rd $401 Bonita, CA 91902			20,000					*			20,000

		Prior to Offering								No. of Shares				After Offering
Name		No. of Shares				Percent				to be Sold				No. of Shares				Percent
Fog City Fund, LLC 2100 Green Street, #102 San Francisco, CA 94123			500,000				12.5	%			500,000
Thomas Michael Rebholtz 901 N. 18th Street Boise, Idaho 83702			10,000					*			10,000
Paul Vigano 27 Wahackme Road New Canaan, CT 06840			10,000					*			10,000
Jonathan T. Dawson 354 Pequot Avenue Southport, Connecticut 06480			600,000				15.0	%			600,000

LEGAL PROCEEDINGS

     We are not aware of any pending litigation against us.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information regarding the ownership of Planet’s Stock as of September 1, 2005 by: (i) each director; (ii) each of the Executive Officers named in the Summary Compensation Table; (iii) all executive officers and directors of Planet as a group; and (iv) all those known by Planet to be beneficial owners of more than five percent (5%) of any class of Planet’s Stock, cased upon information reported to the Planet or publicly available reports filed with the SEC.

				Beneficial Ownership
								Percentage of
Title of Class		Beneficial Owner		Number of Shares (1)				Class Owned (2)
Common		Scott L. Glenn (3)			1,757,349				44	%
		6402 Cardeno Drive
		La Jolla, CA 92037
Common		Eric B. Freedus (4)			2,653				0.06	%
		1202 Ketner Blvd., Ste. 6000
		San Diego, CA 92101
Common		H.M. Busby (5)			7,512				0.19	%
		3852 Alameda Place
		San Diego, CA 92103
Common		Michael A. Trinkle (5)			56,373				1.4	%
		3495 Via Zara Court
		Fallbrook, CA 92028
Common		Ellen Preston (5)			27,065				0.6	%
		1825 Sheridan Avenue
		San Diego, CA 92103
Common		Edward J. Steube (6)			0				0	%
		313 Central Parkway
		Mt. Vernon, NY 10552
Common		Michael Walsh (7)
		P.O. Box 3125
		Del Mar, CA 92014			0				0	%
Common		Bret Megargel (8)			15,000				0.4	%
		3912 Alameda Place
		Sn Diego, CA 92103
Common		Francesca DiNota (9)			0				0	%
		22 Post Gate Road
		Trumbull, CT 06611
Common		All executive officers and directors as a group			1,865,952				46.65	%
Common		William and Lisa Barkett			308,456				7.7	%
		7544 Eads #F
		La Jolla, CA 92037
Common		Windamere III, LLC (10)			886,000				22.2	%
		6402 Cardeno Dr.
		La Jolla, CA 92037
Common		Fog City Fund, LLC			500,000				12.5	%
		2100 Green street, #102
		San Francisco, CA 94123
		Total Outstanding:			2,674,408

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers.

     The names of directors and executive officers and certain information about each person is set forth below:

Name		Age				Principal Occupation
Scott L. Glenn			55			Chairman of the Board of Directors, President and Chief Executive Officer and Business Executive
Eric B. Freedus			55			Director, Attorney
H.M. Busby			66			Director, Private Investor
Michael Trinkle			53			Director, Business Executive
Ellen M. Preston			50			Director, Business Consultant
Edward J. Steube			61			Director, President of Allergy Control Products, Inc.
Michael Walsh			45			Director, Business Executive
Francesca DiNota			43			Chief Financial Officer, Chief Accounting Officer
Bret Megargel			36			Vice President, Secretary

     Scott L. Glenn was elected to the Board and appointed Chairman, President and Chief Executive Officer of Planet in November 2004. Since October 2000 he, or an affiliated entity controlled by him, has been the Manager and a member of Allergy Free, LLC. Mr. Glenn is also the Managing Partner of Windamere Venture Partners, and has been since 1996. He also currently serves as a director and founder of GlobalEdge, Inc., Kanisa Pharmaceuticals, Cadence Pharmaceuticals, Oculir, Inc., Somaxon Pharmaceuticals. Previously, from 1988 until 1995, Mr. Glenn served as President/CEO, and then Chairman of Quidel Corporation, a leading point of care diagnostic business. Before serving in those capacities from 1983 through 1988, Mr. Glenn was vice president of development/operations of Quidel. From 1984 to 1992, Mr. Glenn served in numerous management positions, including Division/General Manager at Allergan Pharmaceuticals, Inc. Mr. Glenn has a Bachelor of Science degree in Finance and Accounting from California State University at Fullerton.

     Eric B. Freedus was elected to the Board in January 2005. Mr. Freedus has been an attorney in private practice since 1974 and is currently the president of the law firm of Frank and Freedus, APC. Mr. Freedus currently focuses his law practice in the area of special education litigation. Mr. Freedus received his undergraduate degree from the State University of New York at Buffalo in 1971 and his law degree from the University of Toledo in 1974.

     H. M. “Mac” Busby has been a director of the Company since August 1997 when he was elected by the members of the Board of Directors to fill a vacancy on the Board. Mr. Busby was President and Chief Executive Officer and Chief Financial Officer of the Company from February 2003 until November 2004. In May 2003, Mr. Busby was appointed Secretary of the Company. Mr. Busby began his career in 1966 at Wisconsin Centrifugal, Inc. which included the position of Manager of Industrial and Public Relations. Mr. Busby has also served as Vice President of Human Relations and Administration for MCA Financial, Inc., a subsidiary of MCA, Inc. Mr. Busby was Chairman of Sun Protective International and Sun-Gard USA. Mr. Busby earned his B.S. in Business Administration from Indiana University.

     Michael A. Trinkle currently serves as President of Conception Technologies, LP, and has held the position since 1993. Mr. Trinkle was also a member of Allergy Free, LLC, and served as its President from August 2001 to March 31, 2004. During the 15 years prior to joining Conception Technologies, LP, Mr. Trinkle was employed by Allergan Pharmaceuticals where he held management positions in the areas of operations, sales, marketing, and quality assurance. Mr. Trinkle was elected to the Board in November 2004.

     Ellen M. Preston was a member of Allergy Free, LLC, since October 2000. In addition to being a member of Allergy Free, LLC, since 1998, Ms. Preston has been a business consultant advising medical device companies in the areas of strategic market assessment, business development, brand development and strategy, and communications. From 2000 until 2002, Ms. Preston was a venture partner with Windamere Venture Partners. While with Windamere Venture Partners, Ms. Preston was a founder of Dexcom, Inc., a corporation engaged in the development of an implantable glucose sensor, and founded Miramedica, Inc. a company specializing in computer-aided detection. Ms. Preston served as interim president of Miramedica, Inc., which was sold to Kodak in 2003. From 1997-1998, Ms. Preston was Vice President of Sales and Marketing for Amira Medical, Inc. She held a similar position with Biopsys Medical, Inc. from 1996-1997. Ms. Preston was elected to the Board in November 2004.

     Mr. Steube served as Chief Executive Officer and Director of Allergy Control Products since 2002. Prior to Joining ACP, he was a member of executive management of New York Bancorp, and prior to that a Principal in the investment banking division of Kidder Peabody and Co, Inc., a subsidiary of GE Capital. Mr. Steube has a B.A. from Princeton University.

     Mr. Walsh was most recently Executive Chairman at Prometheus Laboratories, a specialty pharmaceutical company, where he also held the positions of President, Chief Operating Officers, and Chief Executive Officer. Previously, Mr. Walsh was with Quidel Corporation in a number of senior executive roles including Director of Worldwide Marketing and Business Development and Director of European Operations. Mr. Walsh has a B.S. from the University of Notre Dame and an M.B.A. from Pepperdine University.

     From 1998 through early 2005, Ms. DiNota served in various positions, lastly as Vice President and Chief Financial Officer of Optima, Inc., a privately held ophthalmic goods manufacturer and distributor. Prior to that, Ms. DiNota worked as a certified public accountant for Capossela, Cohen, LLC, a regional public accounting firm. Ms. DiNota graduated from Iona College with a BBA in accounting. Ms. DiNota is a certified public accountant qualified in the State of New York and the State of Connecticut.

     Bret Megargel most recently served from 2002 to 2004 as Vice President of Business Development for Avera Pharmaceuticals, Inc., a private pharmaceutical development company. Mr. Megargel is a co-founder of Avera, and during his tenure led the successful licensing or acquisition of three novel pharmaceutical products from global pharmaceutical companies with

combined deal value of greater than US$100 million. Prior to the founding of Avera, Mr. Megargel served as a Venture Partner for Windamere Venture Partners, from 1999 to 2003, during his tenure, he served as Vice President of Business Development for MD Edge, Inc., and Director of Business Development for Converge Medical, Inc., and was a member of the founding team of Dexcom, Inc. From 1991 to 1996, Mr. Megargel served as a consultant for Marketing Corporation of America, where he was a case manager for product development, licensing and acquisition, and marketing strategy projects for market leading healthcare clients. Mr. Megargel holds a B.A. in Economics from Dartmouth College, and an M.B.A. from the Stanford University Graduate School of Business.

EXECUTIVE COMPENSATION

Compensation of Directors and Executive Officers

     Directors and Executive Officers may be granted options to purchase Common Stock under the Company’s 1995 Stock Option Plan (the “1995 Option Plan”) and the 2000 Stock Incentive Plan (“2000 Incentive Plan”). As of August 10, 2005, the Board approved an amendment to the 2000 Incentive Plan to increase the authorized number of shares to 500,000 shares, which will be submitted to the shareholders at the next meeting of shareholders.

     During 2004, options to purchase shares of the Company’s Common Stock were granted to the Company’s directors as follows: (a) on November 17, 2004, the Board granted stock options to Mr. Busby, Dr. Petcavich, Mr. Trinkle and Ms. Preston to purchase 500 shares of Planet common stock at an exercise price of $2.50 per share, and (b) on November 30, 2004, the board granted stock options to Scott Glenn to purchase 100,543 shares of Planet common stock at an exercise price of $3.50 per share.

     During 2005, the Board granted stock options to (a) Eric Freedus to purchase 10,500 shares of Planet common stock at an exercise price of $3.00 per share as compensation for serving as a director, (b) Mr. Busby, Mr. Trinkle and Ms. Preston to purchase 10,000 shares of Planet common stock at an exercise price of $3.00 per share as compensation for serving as a directors, (c) Ms. White to purchase 30,000 shares of Planet common stock at an exercise price of $3.00 per share as compensation for serving as an officer of the Company, (d) Mr. Glenn to purchase 25,000 shares of Planet common stock at an exercise price of $3.00 per share and 74,000 shares of Planet common stock at an exercise price of $2.70 per share as compensation for serving as an officer of the Company, (e) Ms. DiNota to purchase 35,000 shares of Planet common stock at an exercise price of $2.70 per share as compensation for serving as an officer of the Company, (f) Mr. Steube to purchase 120,000 shares of Planet common stock at an exercise price of $2.70 per share for serving as a Director and officer of the Company and (g) Mr. Megargel to purchase 30,000 shares of Planet common stock at an exercise price of $3.00 per share and 18,000 shares of Planet common stock at an exercise price of $2.70 per share as compensation for serving as an officer of the Company.

     Directors are reimbursed for reasonable travel expenses incurred in connection with attendance at Board meetings, or any committee meetings, or otherwise in connection with their service as a director.

Compensation of Executive Officers

     The following table sets forth, for the fiscal years ended December 31, 2004, 2003, and 2002 certain compensation awarded or paid to, or earned by the Company’s Executive Officers.

Summary Compensation Table

														Securities
														Underlying
Name and Principal Position		Year				Salary($)				Bonus($)				Options(#)				Other
Robert J. Petcavich			2004			$	—			$	—				500	(1)		$	—
Former Chairman of the Board			2003			$	—			$	—				—			$	47,180	(3)
and Chief Technical Officer			2002			$	170,038			$	—				—			$	3,241	(2)
H.M. Busby			2004			$	—			$	—				500	(1)		$	29,630	(7)
Former Chief Executive Officer,			2003			$	—			$	—				—			$	31,677	(3)
President and Chief Financial			2002			$	—			$	—				—			$	—
Officer
Richard C. Bernier			2004			$	—			$	—				—			$	—
Former Chief Executive Officer			2003			$	—			$	—				—			$	19,125	(3)
and President			2002			$	117,713			$	—				—			$	—
Scott Glenn			2004			$	—			$	—				100,543	(4)		$	—
Chairman, Chief Executive Officer			2003			$	—			$	—				—			$	—
and President			2002			$	—			$	—				—			$	—
Leslie White (6)			2004			$	52,031	(5)		$	—				—			$	—
Secretary and Chief Financial Officer			2003			$	51,445	(5)		$	—				—			$	—
			2002			$	51,015	(5)		$	—				—			$	—

Stock Option Grants and Exercises

     The Company’s Executive Officers are eligible for grants of options under the Company’s 1995 Stock Option Plan (the “1995 Option Plan”) and the 2000 Stock Incentive Plan (the “2000 Incentive Plan”).

     The following table sets forth information with respect to the number of securities underlying unexercised options held by the Executive Officers as of December 31, 2004, and the value of unexercised in-the-money options (i.e., options for which the current fair market value of the Common Stock underlying such options exceeds the exercise price):

Name

No. of Securities

Percent of Total

Exercise

Expiration Date

Underlying

Options Granted

Price

Options

to Employees

($/share)

No. of Securities

Options Granted to

Exercise Price

Scott Glenn

100,543

100

%

$

3.50

November 30, 2014

Aggregated Option Exercises Last Fiscal Year and Fiscal Year End Option Values

		Shares								Number of Securities								Value of Unexercised In-the-
		Acquired								Underlying Unexercised								Money Options at Fiscal Year
		On				Value				Options at Fiscal Year End (2)								End ($) (1)
Name		Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
R Petcavich			1,000				-0-				250				500			$	0			$	0
H. M. Busby			2,000				-0-				360				500			$	0			$	0

Equity Compensation Plan Information
As of September 1, 2005

		(a)		(b)		(c)
Plan category		Number of securities to be		Weighted-average exercise		Number of securities
		issued upon exercise of		price of outstanding		remaining available for
		outstanding options,		options, warrants and		future issuance under
		warrants and rights		rights		equity compensation plans
						(excluding securities
						reflected in column (a))
Equity compensation plans approved by security holders		497,613		$3.09		None (2)
Equity compensation plans not approved by security holders (1)		N/A		N/A		N/A
Total		497,613		$3.09		None (2)

Description of Employee Benefit Plans

2000 Stock Incentive Plan.

     Planet’s 2000 Stock Incentive Plan was approved by Planet’s shareholders at its annual meeting of shareholders on May 1, 2000. On August 10, 2005, the shareholders approved increasing the authorized shares under the plan to 350,000 shares of common stock for issuance under the 2000 Plan. The Board has approved a further amendment to the plan to increase the authorized number of shares to 500,000 shares, which will be submitted for approval at the next meeting of Planet shareholders. A committee consisting of Planet’s Board of Directors or appointed Board members has the sole discretion to determine under which plan stock options and bonuses may be granted.

     The purpose of the 2000 Incentive Plan is similar to that of the 1995 Plan, which was to attract and retain qualified personnel, to provide additional incentives to employees, officers, directors and consultants of the Company and to promote the success of the Company’s business. As was the case under the 1995 Plan, under the 2000 Plan, Planet may grant or issue incentive stock options and non-statutory stock options to eligible participants, provided that incentive stock options may only be granted to employees of Planet. The 2000 Stock Incentive Plan also allows shares of common stock to be issued under a Stock Bonus Program through direct and immediate issuances. Similar to stock options granted under the Plan, stock bonus awards may be subjected to a vesting schedule determined by the Board of Directors. Option grants under both plans are discretionary. Options granted under both plans are subject to vesting as determined by the Board, provided that the option vests as to at least 20% of the shares subject to the option per year. The maximum term of a stock option under both plans is ten years, but if the optionee at the time of grant has voting power over more than 10% of the Company’s outstanding capital stock, the maximum term for incentive options is five years under both plans. Under both plans if an optionee terminates his or her service to Planet, such optionee may exercise only those option shares vested as of the date of termination, and must affect such exercise within the period of time after termination set forth in the optionee’s option. The exercise price of incentive stock options granted under both plans must be at least equal to the fair market value of the Common Stock of the Company on the date of grant. Under both plans the exercise price of incentive options granted to an optionee who owns stock possessing more than 10% of the voting power of Planet’s outstanding capital stock must equal at least 110% of the fair market value

of the common stock on the date of grant. Payment of the exercise price may be made in cash, by delivery of other shares of the Company’s common stock or by any other form of legal consideration that may be acceptable to the Board.

401(K) Plan

          The Company provides a defined contribution 401(k) savings plan (the “401(k) Plan”) in which all full-time employees of the Company are eligible to participate. Eligible employees are permitted to contribute up to fifteen percent (15%) of their pre-tax salary to the 401(k) Plan subject to IRS limitations. Company contributions to the 401(k) Plan are at the discretion of the Board of Directors. There have been, no Company contributions to the 401(k) Plan in 2003 or 2004.

Employment Agreements and Change in Control Arrangements

     The Company has entered into an agreement with Scott L. Glenn as President/CEO and Chairman of the Board of the Company for his services, the Company a three-year period, which expires on November 29, 2007, The Company agrees to pay Mr. Glenn a salary of $100 per month (plus healthcare and other benefits) until it is determined by the Board that the Company could afford to pay compensation comparable to CEOs of other similar companies. In exchange for foregoing a salary, the Company agreed to grant to Mr. Glenn stock options exercisable at the then fair market value at such time as may be required to maintain the aggregate number of stock options granted to Mr. Glenn at an amount not less than five (5%) percent of the issued and outstanding stock of the Company (on a fully diluted basis) during his three year term of employment. In August 2005, Mr. Glenn was also elected Secretary and Chief Financial Officer of New ACP.

          The Company has entered into a Consulting Agreement with Dr. Petcavich pursuant to which he retains the 500 options granted to him as a director plus an hourly rate to be determined.

          Prior to November 30, 2004 the Company had an agreement with H.M. Busby whereby the Company had agreed to pay Mr. Busby $100 per hour for work he performed on behalf of the Company.

          In January 2005, the Company agreed to employ Bret Megargel as Vice President of Marketing and Business Development at an annualized salary of $96,000. In March 2005, Mr. Megargel’s annual salary was increased to $192,000 and he was issued 30,000 stock options under the 2000 Stock Option Plan. In August 2005, Mr. Megargel was elected Secretary of the Company and his annual salary was adjusted to $185,000. Mr. Megargel will remain Vice President of Marketing and Business Development along with serving as Secretary. Also in August 2005, Mr. Megargel was issued another 18,000 stock options, for a total of 48,000.

          On August 10, 2005, Francesca DiNota (“Ms. DiNota”) was elected Planet’s Chief Financial Officer (“CFO”) effective August 31, 2005. Ms. DiNota was granted 35,000 Incentive Stock Options and a base salary of $120,000 as compensation for her serving as CFO.

          On August 10, 2005, Edward A. Steube was elected the President/CEO of New ACP, a Delaware corporation, and a wholly owned subsidiary of Planet. Pursuant to a written employment agreement, Mr. Steube was granted 120,000 Incentive Stock Options, an annual base salary of $200,000 and potential bonus payments tied to New ACP profitability and sales goals as compensation for his serving as New ACP’s President. In August 2005, Mr. Steube was also elected a Director of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          On November 30, 2004, Planet acquired all of the assets of Allergy Free, LLC, which is the historical business described in this prospectus for approximately 1.7 million shares of Planet stock (after giving effect to the reverse stock split), a convertible note of $274,300, and assumption of debt. The transaction was completed pursuant to an Asset Purchase Agreement between Planet and Allergy Free, LLC. (“Agreement”) As a result of the acquisition, Allergy Free’s historical financial information is included in the consolidated financial results of Planet. Allergy Free, LLC, was and is controlled by Scott Glenn, who became Planet’s Chairman, President and CEO.

          On August 11, 2005, Planet completed the Agreement and Plan of Merger between Allergy Control Products, Inc. (“ACP”), and Jonathan T. Dawson, an individual and sole shareholder of ACP, and Planet. Immediately preceding the transaction there was no material relationship between ACP and Planet or any of its affiliates , or any director or officer of Planet, or any associate of any such director or officer. In connection with the Merger, Edward J. Steube, the President of ACP, was hired as President of New ACP, a wholly owned subsidiary of Planet. There are no arrangements or understanding between Mr. Steube and any other persons regarding how long Mr. Steube will continue to serve as a Director.

          During the period from November 30, 2004, through September 1, 2005, Planet has sold approximately 2.2 million shares to investors, approximately 1.6 million pursuant to subscription agreements and in reliance upon an exception from registration provided under Regulation D (886,000 of the shares were sold to a fund controlled by Scott Glenn) and 600,000 shares to Jonathan T. Dawson, the sole shareholder of ACP.

          Since January 1, 2004, the Company has issued and sold 7,500 shares in connection with the exercise of certain stock options by current and former directors of the Company.

          Mr. Freedus requested to be named a director and the Company agreed to appoint Mr. Freedus as a director based upon his and his family’s share holdings in Planet and the Company’s evaluation of Mr. Freedus’ background and qualification to serve as a director. There are no arrangements or understandings between Mr. Freedus and any other persons regarding how long Mr. Freedus will continue to serve as a director. Over the previous two (2) year period, there has been no transaction or proposed transaction between the Company and Mr. Freedus.

DESCRIPTION OF SECURITIES

          The authorized capital stock of Planet consists of 20,000,000 shares of common stock and 5,000,000 shares of preferred stock.

Common Stock

          Each holder of record of common stock is entitled to one vote for each share held. With respect to the election of directors, shareholders may exercise cumulative voting rights, i.e., each shareholder entitled to vote for the election of directors may cast a total number of votes equal to the number of directors to be elected multiplied by the number of such shareholder shares, on an as converted basis, and may cast such total of votes for one or more candidates in such proportions as such shareholder chooses.

          Subject to preferences that may be applicable to any prior rights of holders of outstanding stock having prior rights as to dividends, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the Board from time to time may determine. Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding stock having prior rights on such distributions and payment of other claims of creditors. Each outstanding share of common stock is duly and validly issued, fully paid and nonassessable.

Transfer Agent and Registrar

          The Transfer Agent and Registrar for the common stock is Transfer Online, located at 227 SW Pine St., Suite 300, Portland, Oregon 97204, www.transferonline.com.

SHARES ELIGIBLE FOR FUTURE SALE

          Sales of substantial amounts of our common stock in the public market, or the prospect of such sales by existing shareholders, could have a material adverse affect on the market price of our common stock. As of October 6, 2005, we had outstanding 3,986,368 shares of common stock. A large majority of our outstanding shares of common stock are being registered and offered pursuant to this Prospectus and therefore will be freely tradable, unless held by our “affiliates” as that term is defined in Rule 144 under the Securities Act.

PLAN OF DISTRIBUTION

          The Selling Shareholders and any of their assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling shares:

	•		Ordinary brokerage transactions and transactions in which the broker-dealer for its account;
	•		Block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	•		Purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	•		An exchange distribution in accordance with the rules of the applicable exchange;
	•		Privately negotiated transactions;
	•		short sales;
	•		broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share;
	•		a combination of any such methods of sale; and
	•		any other method permitted pursuant to applicable law.

          The Selling Shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

          The Selling Shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling shareholder defaults on a margin loan, the broker may, offer and sell the pledged shares.

          The Selling Shareholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

          Broker-dealers engaged by the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) may be paid commissions or receive discounts in amounts to be negotiated. The Selling Shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

          Each Selling Shareholders shall be deemed to be an “underwriter” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

          We are required to pay all fees and expenses incident to the registration of the shares, but excluding brokerage commissions or underwriter discounts. We and the Selling Shareholders have agreed to indemnify each other against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

          Planet’s Restated Articles of Incorporation include provisions to eliminate the personal liability of its directors to the fullest extent permitted by Section 204(a)(10) under the General Corporation Law of California. Planet’s Articles also include provisions that authorize Planet to indemnify its directors and officers to the fullest extent permitted by Sections 204 and 317 of the California Corporations Code. Planet’s Bylaws also provide Planet with the authority to indemnify its officers, employees and other agents as set forth in the Corporations Code. Such indemnification may be provided against expenses incurred or in connection with any suit to which an indemnified party is, or is threatened to be made, a party by reason of such party’s acting for or on behalf of Planet so long as the party acted in good faith and in a manner the party reasonably believed to be in the best interests of Planet, and with respect to any criminal action, the party had no reasonable cause to believe the party’s conduct was unlawful.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, employees or agents of Planet pursuant to the foregoing paragraphs, or otherwise, Planet has been advised that in the opinion of the Securities and Exchange Commission that such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

General

          On November 30, 2004, Planet acquired the business of Allergy Free, LLC, and is now engaged in the business of designing, manufacturing, selling, and distributing common products for use by allergy sensitive persons, including, without limitation, air filters, bedding, room air cleaners, and related allergen avoidance products. Allergy Free acquired its business on or about November 3, 2000, when it acquired substantially all of the assets and business of Allergy Free, L.P., a Delaware limited partnership. The business strategy is primarily based upon the marketing and selling of a complete range of branded, allergen avoidance products directly to the consumer by telemarketing to its database of customers who have purchased the Allergy -Free® Electrostatic Filter. Promotion is executed primarily through direct telemarketing, supplemented with direct mail, radio, and Internet advertising. In addition, we will continue to pursue co-marketing opportunities with appropriate partners in order to increase consumer awareness and expand our customer base. We will market our products under the Allergy Free® trade name. In conjunction with these activities, Planet operates an e-commerce website for the sale of Allergy-Free® products at www.800allergy.com.

          The allergy avoidance product industry provides products and information that help people suffering from allergies or asthma to reduce the level of exposure to allergens in their environment. Market categories include; air filtration products, mold and mildew products, and products to avoid exposure to dust mites and other allergens. Market distribution channels include;: direct to consumer sales, physician directed sales, the Internet, and retail. Competitors include National Allergy Supply, Mission Allergy, Allergy Buyers Club, 3M and Sharper Image.

          On August 11, 2005, Planet completed the merger with Allergy Control Products, Inc. (“ACP”). ACP merged into a wholly owned subsidiary of Planet (“New ACP”). The subsidiary will continue to use the name “Allergy Control Products.” Effective August 11, 2005, Planet assigned all of the Allergy-Free® assets to its wholly owned subsidiary New ACP.

          With the Merger, Planet has added to its stable of allergen control products, and has incorporated ACP’s core business strategy to supply a complete range of high quality products to physician’s patients who are allergy sufferers, as well as to previous customers. Promotion is executed through (a) distribution of catalogs to physicians’ offices, for subsequent re-distribution to patients, (b) distribution of catalogs directly to previous customers and (c) selective e-commerce marketing initiatives. Customer transactions are primarily handled through ACP’s in-bound call center and its website. In addition to this core business strategy, ACP also sells selective products on a wholesale basis to domestic retailers as well as to international distributors.

          Products include ACP’s own Allergy Control® branded bedding products, which are effective barriers to the transmission of dust mite allergen and pet dander. ACP also markets other bedding products, carpet cleaning and laundry products, vacuums, air cleaners and air filters, sinus and breathing aids, respiratory products, dehumidifiers, mold prevention and house cleaning products, pet allergy products and certain allergy-related skin and hair care products.

          Market distribution channels (non-wholesale) for allergen avoidance products include: physician-directed sales, direct to consumer sales, the Internet and retail. In the physician-directed sales segment, ACP’s primary competitors are National Allergy Supply, Asthma and Allergies Technology, Allergy Solutions and Mission Allergy.

Products and Technologies

          There are over 40 million allergy sufferers in the US alone. The American College of Allergy and Immunology recommends avoidance as the first line of treatment. Allergy Free contracts for the manufacture and distributes products to address three main allergen areas where avoidance products can provide reduced exposure. The categories are Air Filtration, Dust Mite/Dander avoidance, and Mold concerns.

Air Filtration Product Category: According to the EPA the air inside houses is 3-5 times more polluted than outdoor air so providing products to clean the air inside the home is critical to any allergy management plan. Allergy Free air filters greatly reduce the amount of airborne contaminants. Planet currently markets three types of filters for forced heating and cooling systems along with vent filtration kits and HEPA room air cleaners.

     •    The Aller-Pure® Gold Filter is a permanent electrostatic washable filter. The filter is very efficient in removing particles at the 1-10 micron level. The filter is pleated and offers 2.5 times the filtering surface area of a flat filter while providing a low resistance that optimizes airflow. We offer 45 standard sizes and also manufacture custom filters to meet almost any customer need. The filters have a ten-year warranty.

     •    The newest Allergy Free filter marketed is the Aller-Pure® MAX- (Micro-Allergen Xtractor) is the newest filter offered by the Company. The Aller-Pure MAX is rated at the highest level for residential filters. It is a pleated filter with actively electrostatic charged media. The disposable filter’s life is 2-3 months and is sold in packages of 4 filters. Currently we offer this filter in 11 standard sizes.

     •    We provide the Aller-Pure® Flex filters for free-standing air conditioning units and other types of heating and cooling systems often found in recreational vehicles. The flex filter is comprised of 3 layers and sewn with a trim. These filters are washable and have a three-year warranty.

     •    Consumers filter the loose dust from their air ducts using Allergy-Free® Vent Filtration Kits. The vent kits are sold in one month and six week supplies. Consumers are instructed to change the vent filters when dirty and replace with new product.

     •    Allergy Free® Filter Cleaner - Used to clean the Aller-Pure® Gold and Aller-Pure® Flex filters.

     •    Allergy Free® HEPA room air cleaners are available in five different configurations to meet an individual’s needs. These freestanding units are often used when the forced heating and cooling system is not in use and/or when an individual does not have a forced air system.

     These products reduce the amount of airborne contaminants and dust in the air. The products are designed for specific customer requirements that vary based on room size, number of rooms in the house and type of heating and/or cooling system installed. Many customers will purchase and use a furnace filter, vent filtration kit, and a freestanding HEPA room air cleaner.

Dust Mite/Dander, Dust and Dust Mite Product Category: Microscopic bugs called dust mites produce potent allergens that thrive in places such as beds, upholstered furniture, and carpets. Approximately 45% of all allergy sufferers are allergic to dust mites. The Company provides a complete line of products that reduce the allergy sufferers’ exposure. Using a variety of the mite reducing products is recommended to achieve maximum relief. Customer testimonials report fewer headaches and less congestion once they have implemented a dust mite removal strategy.

	•		Allergy Free® Pristine Bed and Pillow Encasings and Hypoallergenic Pillows: The Pristine® line of encasings offered by Planet is the first choice in hypo-allergenic protective bed covers to protect household members from dust mite allergens while sleeping. The Pristine® line is highly recommended by allergy physicians.
	•		Anti-Allergen Products for laundry and upholstery: We offer products in this category from Whirlpool, Alkaline products and Ecology Works.
	•		Carpet Treatments: Planet markets Capture® Carpet Cleaner, Dust Mite Control and X-Mite carpet treatments. All of these products work by either killing the dust mites or denaturing the protein rendering it to a non-allergenic state.
	•		Electrostatic Mops and Dusters: These mops utilize an electrostatic cloth for maximum efficiency without the use of harsh chemicals that also can be harmful to the allergy patient.
	•		Dander Reducing Treatments: The Allerpet solutions are rubbed directly on to the animal and reduce the amount of pet dander.

          Mold Concerns Product Category: Excess mold in the environment can cause severe headaches and congestion. Allergy Free distributes a full line of products to keep the home environment to an optimum humidity level. The Damp Check Domes are used in closets and cupboards; the Allersearch AllerMold is a product used in showers and tubs. We also recommend and sell mold-free shower curtains and mats.

          New ACP offers the following allergen barrier bedding products under its own Allergy Control® brand. All of these products are contract manufactured to New ACP’s specifications for optimal quality and reliability.

          • Encasings: New ACP offers three encasing product lines, each with distinct levels of allergen barrier effectiveness, comfort, durability and price. It’s Pristine® Complete and Pristine® Relief encasings use micro-fiber fabrics. New ACP’s Economy encasings use laminated fabrics.

          • Blankets: New ACP offers Snuggable® blankets, which are made from a top quality 300-weight Polartec® fleece, which has a high level of softness and warmth without extra weight. Allergy sufferers benefit from their use specifically because the blankets hold up exceptionally well through repeated hot water washing, which is the recommended process to eliminate allergens.

          • Comforters: As with it’s Pristine® Complete encasings, New ACP’s comforters are manufactured with the most advanced Pristine® encasing fabric. It delivers complete dust mite and pet allergen protection, is luxuriously soft and breathable like fine cotton linens and also includes an anti-microbial treatment. The comforters are available in both light and heavier weights.

          • Pillows: New ACP offers two Allergy Control®l Pristine® Deluxe pillow styles — a contour neck style and a gusseted style. As in the case of New ACP’s branded comforters, allergy sufferers who use these branded pillows do not require encasings, since the product itself is manufactured with highly effective and comfortable allergen barrier fabric.

          In addition to Allergy Control® branded bedding products, New ACP offers a comprehensive list of other products for allergy sufferers. The following includes some of the important brand offerings per category in New ACP’s current product mix:

          • Bedding: Comforel® mattress cushions, Wamsutta® sheets and pillowcases.

          • Carpets and Laundry: Allersearch®, Capture®, DustMite®, Bissell® and De-mite® branded products.

          • Vacuums: A variety of Miele® vacuums, at differing price points.

          • Air Cleaners: Austin Air®, Blueair®, Honeywell® and Whirlpool® brands.

          • Air Filters: 3M®, Allergy Pro® and Allergy Zone® brands.

          • Respiratory (Nebulizers and Compressors): Omron® and Pari® brands.

Product Registrations

          Planet does not directly manufacture any product requiring EPA or FDA registration. We sell products that are registered by their manufacturers.

Licensed Technology and Intellectual Property

          Planet licenses technology associated with the production of its Aller-Pure Gold Permanent Electrostatic Filter. The licensing agreement is with Rick L. Chapman exclusively for Allergy Free. Patent number 6,056,809. Permanent Air Filter and Method of Manufacture. Specifically a washable air filter for filtering inlet air to a heating and/or air conditioning system comprising an assembly formed of: a deformable, non-electrostatic pad of a high-loft, air laid, resin bonded polymeric fibers, 2 layers of mesh along with 2 layers of expanded steel glue in an aluminum frame. The licensing agreement is for a term of 10 years or the life of the patent or for the period of time in which Planet actively sells the Aller-Pure Gold Permanent filter. The agreement offers a royalty of 1.65% based on net filter sales and is paid monthly. The original agreement was dated January 1, 1997.

Research and Development

          Planet is not actively developing new products, although the Company has historically worked with consultants, filter-testing labs, media manufactures and filter manufacturers to develop new enhanced filters, and various third parties to develop new bedding products and product line extensions.

Government Requirements

          Planet’s sales practices are regulated at both the federal and state level. The Telephone Consumer Protection Act (the “TCPA”), which was enacted in 1991, authorized and directed the Federal Communications Commission (the “FCC”) to enact rules to regulate the telemarketing industry. In December 1992, the FCC enacted rules, which place restrictions on the methods and timing of telemarketing sales calls.

          On July 3, 2003, the FCC issued a Report and Order setting forth amended rules and regulations implementing the TCPA. The rules, with a few exceptions, became effective August 25, 2003. These rules included: (1) restrictions on calls made by automatic dialing and announcing devices; (2) limitations on the use of predictive dialers for outbound calls; (3) institution of a national “do-not-call” registry in conjunction with the Federal Trade Commission (the “FTC”); (4) guidelines on maintaining an internal “do-not-call” list and honoring “do-not-call” requests; and (5) requirements for transmitting caller identification information. The “do-not-call” restrictions took effect October 1, 2003. The caller identification requirements became effective January 29, 2004. The FCC also included rules restricting facsimile advertisements. These rules became effective January 1, 2005.

          The Federal Telemarketing Consumer Fraud and Abuse Act of 1994 authorizes the FTC to issue regulations designed to prevent deceptive and abusive telemarketing acts and practices. The FTC issued its Telemarketing Sales Rule (the “TSR”), which went into effect in January 1996. The TSR applies to most direct teleservices telemarketing calls and certain operator teleservices telemarketing calls and generally prohibits a variety of deceptive, unfair or abusive practices in telemarketing sales.

          The FTC amended the TSR in January 2003. The majority of the amendments became effective March 31, 2003. The changes that were adopted that could adversely affect Planet include, but are not limited to: (1) subjecting a portion of our calls to additional disclosure requirements from which such calls were previously exempt: (2) prohibiting the disclosure or receipt, for consideration, of unencrypted consumer account numbers for use in telemarketing; (3) additional disclosure statements relating to certain products and services; (4) additional authorization requirements for payment methods that do not have consumer protections comparable to those available under the Electronic Funds Transfer Act (“EFTA”) or the truth in Lending Act; and (5) institution of a national “do-not-call” registry. The “do-not-call” restrictions became effective October 1, 2003. Planet believes it is in compliance with the amendments.

          The amendments to the TSR in 2003 may have a material impact on both Planet’s revenue and profitability. The addition of a national “do-not-call” list to the growing number of states that already have “do-not-call” lists has reduced the number of households that the Company may call. Approximately seventy-percent (70%) of Planet’s historical customers have placed their names on the national “do-not-call” list.

          In addition to the federal legislation and regulations, there are numerous state statutes and regulations governing telemarketing activities, which do or may apply to us. For example, some states also place restrictions on the methods and timing of telemarketing calls and require that certain mandatory disclosures be made during the course of a telemarketing call. Some states also require that telemarketers register in the state before conducting telemarketing business in the state.

          We specifically train our telemarketing representatives to handle calls in an approved manner and believe we comply in all material respects with all federal and state telemarketing regulations. There can be no assurance, however, that Planet would not be subject to regulatory challenge for a violation of federal or state law.

          Annual fees for federal registrations were $7,300 for 2004 and proposed fees for 2005 are approximately $11,000. In addition, Planet anticipates spending an additional approximately $5,000-$8,000 on state fees in 2005.

Customers of Planet

          The typical customer for Allergy Free® products is the residential consumer. In excess of one million customers in this category have purchased the Company products. Additionally, but on a very limited basis, we sell products to physicians offices as well as HVAC service and duct cleaning businesses.

          The Primary customer for the Company’s Allergy-Control® products is the customer who is an allergy sufferer. In addition, a limited number of domestic retailers purchase ACP’s products for resale to the public. A limited number of international distributors also purchase certain products for resale to various parties located within their respective countries and/or market territories.

          In selling the Allergy-Control® products, physician offices are an important intermediary between the Company and the Consumer. The Company receives customer orders from patients of more than 5,000 identified physicians. The Company has no distribution agreements with its referring physicians.

Suppliers of Planet

          Planet acquires its products from a variety of manufacturers. The primary suppliers of the Company products include:

American Metal Filter Company (Permanent Electrostatic Filters)
Lifetime Filter Manufacturing, LLC (Disposable Filters)
J. Lamb (Bedding Encasings)
Austin Company (Room Air Cleaners)
Precision Fabrics Group (Micro-Woven Allergen Barrier Fabric)
Shawmut Mills (Laminated Allergen Barrier Fabric)

Sales and Marketing

          We employ staff to perform and manage sales and marketing functions. Outside resources are hired on an as-needed basis to augment the internal effort. Currently Planet actively markets on the Internet, through catalog sales, and inbound and outbound telemarketing.

Employees

          As of September 30, 2005, Planet employed 6 full-time and 2 part-time employees at its San Diego facility and 30 full-time and 7 part-time employees at its Connecticut facility. The Company also uses periodic temporary labor, as needed.

Properties

          The Planet office is located in approximately 5,400 square feet of leased office space in San Diego, California, subject to a sublease. The monthly rental payment is $6,513 triple net.

          The executive offices and warehouse in Connecticut are located in approximately 13,317 square feet of leased space at 96 Danbury Road, Ridgefield, CT 06877, subject to a lease, which terminates September 30, 2007, at a monthly rental amount of $14,288. The Company leases additional warehouse space in Connecticut as needed from time to time.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

          Since our combination with Allergy Free was accounted for as a recapitalization of Allergy Free, our management’s discussion and analysis is based upon the financial condition and results of operation of Allergy Free for the years ended December 31, 2003, and 2002 and the years ended December 31, 2004, and 2003, and the 6-month period ended June 30, 2005. Our management’s discussion and analysis of financial condition and results of operations contain forward-looking statements, which involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the section entitled “Risk Factors” of this Prospectus.

Overview

          The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes. Planet evaluates its estimates and judgments on an on-going basis. Planet bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances. Planet’s experience and assumptions form the basis for its judgments about the carrying value of its assets and liabilities that are not readily apparent from other sources. Actual results may vary from what Planet anticipates and different assumptions or estimates about the future could change Planet’s reported results. Planet believes the following accounting policies are the most critical to Planet, in that they are important to the portrayal of its financial statements and they require Planet’s most difficult, subjective or complex judgments in the preparation of its financial statements:

          Planet Technologies, Inc. (“Planet” or the “Company”) formerly known as Planet Polymer Technologies, Inc. (“Planet Polymer”) was incorporated in August, 1991, in the State of California and, since November 30, 2004, is engaged in the business of designing, manufacturing, selling and distributing common products for use by allergy sensitive persons, including, without limitation, air filters, bedding, room air cleaners, and related allergen avoidance products. The business strategy is primarily based upon promotion of products directly to the consumer by telemarketing to the Company’s database of customers who have purchased the Allergy Free Electrostatic Filter.

          Planet has an accumulated deficit as of June 30, 2005 of $4,171,730.

Revenue Recognition

          Planet recognizes revenue on its products when the product is shipped. Planet accrues a provision for estimated returns concurrent with revenue recognition. In addition, a provision for potential warranty claims is provided for at the time of sale, based upon warranty terms and the Company’s prior experience.

Allowances for Doubtful Accounts

          Allowances for doubtful accounts receivable are maintained based on historical payment patterns, aging of accounts receivable, and actual write-off history. Allowances are also maintained for future sales returns and allowances based on an analysis of recent trends of product returns.

Impairment of Long-Lived Assets

          In assessing the recoverability of its long-lived assets, Planet must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, Planet may be required to record impairment charges for these assets.

Statements of Operations Data

The following tables set forth certain items in Planet’s Statement of Operations for the periods indicated.

Years Ended December 31, 2004 and 2003

		2004				2003				Change				%
Sales		$	1,180,382			$	2,258,213			$	(1,077,831	)			(47.7	)
Cost of Sales			407,811				730,801				(322,990	)			(44.2	)
Gross Profit			772,571				1,527,412				(754,841	)			(49.4	)
Operating Expenses			1,286,684				1,874,398				(587,714	)			(31.4	)
Loss from Operations			(514,113	)			(346,986	)			167,127				48.2
Other Income (Expense)			(259,445	)			(227,149	)			32,296				14.2
Net Loss			(773,558	)			(574,135	)			199,423				34.7

          Planet’s net sales decreased 47.7% from $2,258,213 for the twelve months ended December 31, 2003, to $1,180,382 for the twelve months ended December 31, 2004. This decrease was due to several factors. First, sales in 2003 were impacted positively both from the effects of radio advertising in late 2002 and early 2003 and from having two active sales locations, with two active telemarketing staffs. For most of 2004, the Company’s San Diego location was the only telemarketing group in operation. Sales in 2004 were negatively impacted by the Do Not Call (“DNC”) legislation which went into effect during the fourth quarter of 2003. Due to DNC requirements, the company was unable to telemarket its products to a segment of its existing customers.

          Cost of Sales decreased 44.2% from $730,801 for the twelve months ended December 31, 2003, to $407,811 for the twelve months ended December 31, 2004, due mainly to the associated decrease in sales revenue (units sold) and a small shift in product mix and higher distribution costs. Overall gross profit, as a percentage of sales, totaled 65.5% for the twelve months ended December 31, 2004, and 67.6% for the twelve months ended December 31, 2003. This change is due to a shift in product mix in the first quarter of 2004 and higher distribution and other costs resulting from the relocation to San Diego. This product mix shift was primarily due to an emphasis in the first quarter of 2004 on the sale of room air cleaners and up-selling across the Company’s product line. The Company expects its profit margin to be impacted in the future by higher distribution costs as compared to 2004 and 2003.

          Selling and general and administrative expenses decreased by 31.4% from $1,874,398 for the twelve months ended December 31, 2003, to $1,286,684 for the twelve months ended December 31, 2004. Of the $587,714 decrease, approximately $239,000 was attributable to discontinuing the national radio advertising campaign and the remainder of the decrease was related to decreased headcount and facility expenses with only one location active for most of 2004.

          The Other Income (Expense) category includes interest expense of $197,673 and other expenses of $62,671 for the twelve months ended December 31, 2004. While interest expense was up slightly ($8,211) over the prior year, other expenses increased $22,934, or 57.7% over the twelve months ended December 31, 2003. This difference was due mainly to moving costs associated with closing and moving the Company’s Houston operations to San Diego during the first quarter of 2004.

Years Ended December 31, 2003 and 2002

		Dec 31, 2003				Dec 31, 2002				Change				%
Sales		$	2,258,213			$	3,787,164				($1,528,951	)			(40.4	%)
Cost of Sales			730,801				1,211,128				(480,327	)			(39.7	%)
Gross Profit			1,527,412				2,576,036				(1,048,624	)			(40.7	%)
Operating Expenses			1,874,398				2,860,129				(985,731	)			(34.5	%)
Loss from Operations			(346,986	)			(284,093	)			62,893				(22.1	%)
Other Income (Expense)			(227,149	)			(245,449	)			(18,300	)			(7.5	%)
Net Loss			(574,135	)			(529,542	)			44,593				8.4	%

          Net sales decreased 40.4% from $3,787,164 for the year ended December 31, 2002 to $2,258,213 for the year ended December 31, 2003. This decrease was due to the decision to discontinue the national radio advertising campaign in April 2003.

          Cost of sales decreased 39.7% from $1,211,128 for the year ended December 31, 2002 to $730,801 for the year ended December 31, 2003, due to the associated decrease in sales revenue (units sold). Overall gross profits, as a percentage of sales, was relatively constant for the years ended 2003 and 2002, at 67,6% and 68.0%, respectively. This slight decrease year over year was due to the relatively consistent product mix during the two years.

          Selling and general and administrative expenses decreased by 35.2% from $2,904,389 for the year ended December 31, 2002 to $1,874,398 for the year ended December 31, 2003. Of this $1,029,991 decrease, $939,000 was due to discontinuing the national radio advertising campaign and $15,259 due to a reduction in lease expense in Houston, where the Company down-sized into a smaller portion of the existing space.

          The Other Income (Expense) category mainly includes interest expense which totaled $189,462 for the year ended December 31, 2003, an increase of $28,019 or 17.4% over the prior year due to higher outstanding borrowings during the 2003 calendar year.

The following tables set forth certain items in ACP’s statements of Operations for the periods indicated.

Years Ended December 31, 2004 and 2003

		2004				2003				Change				%
Sales		$	7,714,653			$	8,266,863			$	(552,210	)			(6.7	)%
Cost of Sales		$	4,581,795			$	5,232,904			$	(651,109	)			(12.4	)%
Gross Profit		$	3,132,858			$	3,033,959			$	98,899				3.3	%
Operating Expenses		$	3,439,875			$	3,772,358			$	(332,483	)			(8.8	)%
Loss from Operations		$	(307,017	)		$	(738,399	)		$	(431,382	)			(58.4	)%
Other Income (Expense)		$	(10,916	)		$	(25,742	)		$	(14,826	)			(57.6	)%
Net Loss		$	(317,933	)		$	(764,141	)		$	(446,208	)			(58.4	)%

     Net Sales decreased 6.7% from $8,266,863 for the twelve months ended December 31, 2003, to $7,714,653 for the twelve months ended December 31, 2004. This was primarily due to a decline in sales to international distributors, which was caused by several factors. First, the European economies were relatively weak, particularly in Germany which is the market served by ACP’s largest international distributor. Second, competition and insurance reimbursement systems generally continued to put pressure on pricing for allergen barrier bedding products. And third, newly introduced consumer product testing programs in Germany temporarily put ACP’s products at a competitive disadvantage.

     Gross Profit increased 3.3% from $3,033,959 for the twelve months ended December 31, 2003, to $3,132,858 for the twelve months ended December 31, 2004. The net impact of price increases and order discounts implemented during the year contributed to gross margin improvement on catalog and web site customer purchases. Primary raw material cost reductions lowered the cost of goods sold on manufactured bedding products. And overall margins benefited from the fact that lower margin international sales accounted for a smaller percentage of total sales.

     Selling and General and Administrative Expenses decreased 8.8% from $3,772,358 for the twelve months ended December 31, 2003 to $3,439,875 for the twelve months ended December 31, 2004. Selling Expense declined $132,786, or 12.2%. In 2003, ACP implemented an aggressive new physician marketing program, which included substantial catalog re-design expense, as well as increased catalog distribution to prospective referring physicians. In 2004, the company re-focused physician marketing on referring physicians, resulting in reduced catalog distribution expense. General and Administrative Expense declined $199,697, or 7.4%. Of note was lower expense associated with computer leasing, due to completion of the original lease period on the company’s integrated operating system installed in 2001.

Result of Operations

          The net loss for the six months ended June 30, 2005, was $469,034 compared to a net loss of $442,312 for the six-month period ended June 30, 2004. The Company’s revenues decreased by $278,177, from $720,438 for the six months ended June 30, 2004, to $442,261 for the same period in 2005. This decrease was due to several factors. First, in 2004, for a portion of the first quarter, there were two telemarketing sales locations actively contacting customers, while in 2005 the San Diego location is the only telemarketing facility. This change accounts for approximately $100,000 of the shortfall. Second, as noted in the second quarter explanation above, the Company continues to experience the effects of the Do Not Call legislation, which went into effect during the fourth quarter of 2003, and affects the ability of the Company’s outbound telemarketers to sell to existing customers. For the six months ended June 20, 2005, $286,000 of shortfall is related to outbound sales, as compared to the same period in 2004. As an alternative, the Company has been exploring direct to consumer mail campaigns, which markets products to existing customers via the mail. Direct mail campaigns were initiated during the first quarter of 2005, and revenues for the six months ended June 30, 2005 totaled $69,000. As noted in the second quarter results, the Company is planning to aggressively telemarket and direct mail the new customers it gains access to via acquistion. Sales during the period were also impacted by a backorder of disposable filters, which totaled approximately $21,000. The backorder situation has been resolved, and the disposable filters are due to ship during the first month of the third quarter

          Cost of revenues decreased to $161,087 for the six months ended June 30, 2005, from $251,895 for the same period in 2004, reflecting the decrease in revenues. Overall gross margin, as a percentage of sales, decreased period over period from 65.0% or $468,543 for the six months ended June 30, 2004 to 63.6% or $281,174 for the six months ended June 30, 2005. This decrease in gross margin is due primarily to product mix, as the Company’s direct mail sales campaigns in the second quarter stimulated sales of the Company’s disposable filter, a product with a lower profit margin than the permanent filter, which usually accounts for a more significant portion of the Company’s sales. Disposable filter sales accounted for 22.1% and 5.9% of total sales for the six months ended June 30, 2005 and 2004, respectively.

          Total operating expenses decreased period over period, totaling $737,929 for the six months ended June 30, 2005, and $798,920 for the same period in 2004. Of the $60,991 decrease, $48,859 was in general and administrative expenses, due mainly to moving expenses which were incurred in the first quarter of 2004, which did not recur in 2005. Duplicate facility expenses were also eliminated in 2005. Some of these decreases were offset by increases in legal and accounting fees related to public filings and audit work.

          Other expenses decreased $99,656, from $111,935 for the six months ended June 30, 2004, to $12,279 for the same period in 2005. Of this decrease, $95,415 is due to a reduction of interest expense related to former shareholder debt that was converted to stock when the Company was purchased in November 2004.

Liquidity And Capital Resources

          Planet cash and cash equivalents totaled $374,923 at December 31, 2004, compared to $128,005 at December 31, 2003. Although the Company used cash totaling $435,833 in its operations during 2004, an advance from a related party of $120,000 and

proceeds from investors notes payable of $142,000 offset some of the cash used in operations. Payments totaling $226,612 were made to pay principal portions of notes payable during the year. During the fourth quarter of 2004, shares were sold to investors through a private placement offering which provided operating capital of approximately $645,000 to pay expenses incurred in the combination of Allergy Free and Planet Polymer and provide further support for sales and marketing efforts. The Company intends to continue its Private Placement Offering for an additional 90 days or more in an effort to provide more working capital and consider acquisition opportunities. No assurance can be given that the Company will be able to obtain such financing or internally generate cash flows, which may impact the Company’s ability to continue as a going concern.

          Inventories at December 31, 2004 decreased $65,128 or 77.4% to $19,012 compared to $84,140 at December 31, 2003. This decrease continues the trend started in 2003, that as sales and customer demand slipped during the year, inventory levels dropped as well, as management adjusted ordering levels to meet demand.

          ACP cash totaled $78,107 at December 31, 2004, compared to $165,714 at December 31, 2003. Net cash used by operating activities was $25,966 during 2004. During the fourth quarter of 2004, ACP made a payment of short-term borrowings totaling $250,000. Of this amount, $50,000 was provided out of ACP’s working capital and $200,000 was provided out of proceeds of borrowings from the stockholder.

          Inventories at December 31, 2004 decreased by a net amount of $104,712 or 14.5% to $616,471 compared to $721,183 at December 31, 2003. The net inventory decrease reflects management’s adjustment of ordering levels to increase inventory turn rates during the year.

          As indicated in the financial statements of ACP included as Exhibit A to this proxy, ACP has incurred losses of $317,933 and $764,141 during the years ended December 31, 2004 and 2003, respectively, resulting in an accumulated deficit of $9,473,103 and stockholders’ deficit of $4,848,103 at December 31, 2004. In addition, at December 31, 2004, current liabilities exceeded current assets by $4,997,500.

          Planet cash and cash equivalents totaled $139,937 at June 30, 2005. Although the Company used cash totaling $565,912 for its operations during the six-month period, the Company also repaid $100,000 of advances from a related party and paid principal payments totaling $66,315 on notes payable. During the period, shares were sold to investors through a private placement offering that was originally initiated during the fourth quarter of 2004. Proceeds related to stock sales totaled $530,000 for the six months ended June 30, 2005. The Company intends to continue its Private Placement Offering for another 30 days or more in an effort to provide more working capital and for acquisition opportunities.

          Inventory levels decreased $7,091 during the six-month period, and the Company paid down routine accounts payable and accrued expenses. The Company has also incurred and capitalized expenses totaling $32,759 through June 30, 2005, related to its efforts to acquire Allergy Control Products, Inc.

          Since June 30, 2005, the Company completed a private placement of approximately 820,000 shares raising approximately $2.05 million and completed the merger with ACP. We anticipate that our existing resources combined with revenues will enable us to maintain our current and planned operations through the next twelve months.

          The Company’s historic losses among other factors, raise substantial doubt as to the Company’s ability to continue as a going concern. Management believes that additional outside financing or a merger with a synergistic partner would be beneficial in alleviating this going concern problem. However, it cannot assure that sufficient financing on acceptable terms will be available. With the merger of ACP and Planet, the combined Company will strive to grow its operations, combine those operations into ACP’s Ridgefield, Connecticut facility and develop new markets for Planet’s and ACP’s products. These combined efforts are intended to create a profitable Company with increased liquidity and capital resources to grow the business and remain a going concern. If the Company cannot successfully integrate the two businesses and obtain sufficient financing, the Company may not realize the expected benefits of the merger and eliminate going concern issue for the Company.

THE COMPANY’S UNAUDITED PRO FORMA FINANCIAL INFORMATION

          The Unaudited Pro Forma Condensed Balance Sheet combines the historical balance sheet of ACP and the historical balance sheet of Planet, giving effect to the Merger as if it had been consummated on June 30, 2005. The Unaudited Pro Forma Condensed Statements of Operations for the year ended December 31, 2004, and six months ended June 30, 2005, combine the historical statements of operations of Planet and ACP giving effect to the Merger as if it had been consummated on January 1, 2004.

You should read this information in conjunction with:

	•		accompanying notes to the Unaudited Pro Forma condensed Combined Financial Statements;
	•		separate historical financial statements of ACP as of and for the years ended December 31, 2004, and 2003, included as an Exhibit to this document;
	•		separate historical financial statements of Planet as of and for the years ended December 31, 2004, and 2003, included as an Exhibit to this document.
	•		Separate historical condensed financial statements of ACP as of and for the six months ended June 30, 2005, included as an Exhibit to this document; and
	•		Separate historical condensed financial statements of Planet as of and for the six months ended June 30, 2005, included as an Exhibit to this document.

We present the unaudited pro forma condensed financial information for informational purposes only. The pro forma information is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the Merger on June 30, 2005, or January 1, 2004. In addition, the unaudited pro forma condensed combined financial information does not purport to project future financial position or operating results of the combined company.

THE COMPANY’S UNAUDITED PRO FORMA FINANCIAL INFORMATION AS OF JUNE 30, 2005

PLANET TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2005

		Planet				Allergy				Pro Forma
		Technologies				Control				Adjustments								Pro Forma
		Inc.				Products, Inc.				Dr (Cr)								Consolidated
ASSETS
Current Assets:
Cash and cash equivalents		$	139,937			$	64,013			$	1,500,000				b			$	203,950
											(1,500,000	)			c
Accounts receivable, less allowance for doubtful accounts of $5,500			160				165,587												165,747
Inventories			11,921				639,741												651,662
Other current assets			59,305				150,261												209,566
Total current assets			211,323				1,019,602				—								1,230,925
Property, planet and equipment, net			69,288				141,385												210,673
Other assets			—				—
Goodwill											2,545,039				d				2,545,039
Totals		$	280,611			$	1,160,987			$	2,545,039							$	3,986,637
LIABILITIES AND SHAREHOLDER’S EQUITY (DEFICIENCY)
Current Liabilities:
Current portion of convertible notes payable to shareholder		$	138,215			$	4,850,000			$	4,850,000				c			$	138,215
Advance from related party			85,000				—												85,000
Accounts payable			109,903				696,746				(100,000	)			d				906,649
Accounts payable, related party			—				—												—
Accrued expenses			339,769				186,264												526,033
Current portion of long-term debt			—				3,833												3,833
Current portion of obligation under capital lease			—				3,799												3,799
Interest payable			2,931				—												2,931
Total current liabilities			675,818				5,740,642				4,750,000								1,666,460
Convertible notes payable to shareholder net of current portion			48,227				—												48,227
Long-term debt, net of current portion			—				13,427												13,427
Obligations under capital lease, net of current portion
Total liabilities			—				1,957												1,957
			724,045				5,756,026				4,750,000								1,730,071
Shareholders’ equity (deficiency):
Preferred stock							—
Series A convertible preferred stock							—
Common stock			3,728,296				4,000,000				(1,500,000	)			b				6,428,296
											4,000,000				d
											(1,200,000	)			d
Contributed capital			—				1,018,873				(500,000	)			a
											(3,350,000	)			c
											4,868,873				d
Accumulated deficit			(4,171,730	)			(9,613,912	)			500,000				a				(4,171,730	)
											(10,113,912	)			d
Total shareholder’s equity (deficiency)			(443,434	)			(4,595,039	)			(7,295,039	)							2,256,566
Totals		$	280,611			$	1,160,987			$	(2,545,039	)						$	3,986,637

(1)

DESCRIPTION OF TRANSACTION AND BASIS OF PRESENTATION

On March 7, 2005, Planet Technologies, Inc. (“Planet”) and Allergy Control Products, Inc. (“ACP”) entered into an Agreement and Plan of Merger (“Agreement”) pursuant to which ACP merged with and become a subsidiary of Planet and for which Planet issued and delivered to the sole-shareholder of ACP approximately 600,000 shares of Planet common stock (or 300 shares of Planet common

stock for each one share of ACP common stock outstanding). As a result, after the closing of the Agreement, the sole-shareholder of ACP owns approximately 15% of the voting shares of Planet. As a condition to and simultaneously with, the effective time of the Merger, Planet caused to be paid to Jonathan T. Dawson the sum of $1,500,000 cash in full payment of all indebtedness of ACP to Mr. Dawson its sole-shareholder.

Due to the nature of the transaction, the business combination will be accounted for under the purchase accounting method, with Planet as the accounting acquirer, as defined by SFAS 141 “Business Combinations.” In accordance with paragraph 35 of SFAS 141, Planet will allocate the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. In accordance with paragraph 22 of SFAS 141 and EITF Consensus 95-19, the value of the shares of Planet’s common stock issued totaling $1,200,000 is based on the average market price of $2.00 over a reasonable period of time before and after the two companies have reached agreement on the purchase price and the proposed transaction is announced. All of the acquired assets and liabilities assumed have been identified in the proforma statements above. In addition, there are no intangible assets identified at this time that meet the recognition criteria in paragraph 39 of SFAS 141, regardless of whether they had been recorded in the financial statements of the acquired entity. For purposes of this pro forma financial presentation, it is assumed that the fair value of the assets and liabilities of ACP is equal to the respective carrying values based on the current nature of the items involved as well as the overall respective dollar amounts. A final allocation of the purchase price will be made that may result in a change from the amounts shown above.

(2)

PRO FORMA ADJUSTMENTS

a To record the ACP’s sole-stockholder cash contribution of $500,000 to capital prior to closing for termination benefits for one of the officers of ACP.

b To record proceeds from the private placement of 600,000 shares of Planet’s common stock at $2.50 per share to complete the merger.

c To record the cash payment of $1,500,000 for the complete settlement of all indebtedness to ACP’s sole-shareholder.

d To eliminate ACP’s (the acquired company) historical shareholders’ equity (deficiency) accounts and to record the issuance of 600,000 shares of Planet common stock for the remaining net assets of ACP. The aggregate cost of the transaction is $2,700,000 comprised of a cash payment of $1,500,000 and issuance of stock valued at $1,200,000. The assets and liabilities of ACP had carrying values equal to fair value. The amount of assets acquired net of liabilities assumed totaled $254,961. The costs of completing the transaction are estimated to total approximately $100,000. The aggregate cost of the transaction in excess of the fair value of the net assets acquired is $2,545,039 which will be recorded as goodwill. At the closing of the transaction, other intangible assets may be identified that will result in a reduction of the amount of the purchase price attributed to goodwill.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2005

		Planet				Allergy Control				Pro Forma				Pro Forma
		Technologies, Inc.				Products, Inc.				Adjustments Dr (Cr)				Consolidated
Net sales		$	442,261			$	3,920,898							$	4,363,159
Cost of sales			161,087				2,327,569								2,488,656
Gross Profit			281,174				1,593,329				—				1,874,503
Operating Expenses:
Selling			327,918				392,894								720,812
General and administrative			410,011				1,341,629								1,751,640
Total operating expenses			737,929				1,734,523				—				2,472,452
Loss from operations			(456,755	)			(141,194	)			—				(597,949	)
Other income (expense), net			(12,279	)			385								(11,894	)
Net loss		$	(469,034	)		$	(140,809	)			—			$	(609,843	)
Net loss per share basic and diluted		$	(0.21	)										$	(0.22	)
Weighted average shares outstanding — basic and diluted			2,187,334												2,787,334

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the twelve months ended December 31, 2004

		Planet				Allergy Control				Pro Forma				Pro Forma
		Technologies, Inc.				Products, Inc.				Adjustments				Consolidated
Net sales		$	1,180,382			$	7,714,653							$	8,895,035
Cost of sales			407,811				4,581,795								4,989,606
Gross Profit			772,571				3,132,858				—				3,905,429
Operating Expenses:
Selling			597,575				947,792								1,545,367
General and administrtive			689,109				2,492,083								3,181,192
Total operating expenses			1,286,684				3,439,875				—				4,729,559
Loss from operations			(514,113	)			(307,017	)			—				(821,130	)
Other income (expense), net			259,445				10,916								270,361
Net loss		$	(773,558	)		$	(317,933	)		$	—			$	(1,091,491	)
Net loss per share basic and diluted		$	(0.46	)										$	(0.48	)
Weighted averages shares outstanding — basic and diluted			1,686,559												2,286,559

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”), a revision of SFAS No. 123, “Accounting for Stock-Based Compensation,” requiring that the compensation cost relating to share-based payment transactions, including grants of employee stock options, be measured and recognized in the financial statements using the fair value of the compensation awards. The provisions of SFAS 123R are effective for us for the first interim or annual reporting period that begins after December 15, 2005; therefore, the Company will adopt the new requirements no later than the beginning of its first quarter of fiscal 2006. Adoption of the expensing requirements will reduce the Company’s reported earnings. Management is currently evaluating the two methods of adoption allowed by SFAS 123R; the modified-prospective transition method, and the modified-retrospective transition method.

     In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4” (“SFAS 151”). SFAS 151 clarifies that abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and wasted materials (spoilage) are required to be recognized as current period charges. The provisions of SFAS 151 are effective for fiscal years beginning after June 15, 2005. The adoption of SFAS 151 is not expected to have a significant impact on the Company’s financial position or results of operations.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     None.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file with the SEC is recorded, processed, summarized and other personnel to rectify the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the design and operation of these disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting him and her to material information relating to the Company required to be included in our periodic SEC filings.

Changes in Internal Controls

     There were no significant changes in internal controls or other factors that could significantly affect our internal controls subsequent to the date of our evaluation.

LEGAL MATTERS

     The validity of the shares of common stock being passed upon for us by Blanchard, Krasner & French, a professional corporation, La Jolla, California. Affiliates of Blanchard, Krasner & French are also Selling Security Holders.

EXPERTS

     The financial statements of Planet Technologies, Inc. as of December 31, 2004, and for the years ended December 31, 2004 and 2003, included in this prospectus, have been included herein in reliance on the report, which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern, dated March 4, 2005, of J.H. Cohn LLP, independent registered public accounting firm, given on the authority of that firm as experts in accounting and auditing.

     The financial statements of Allergy Control Products, Inc. as of December 31 2004 and 2003 and for the years ended December 31, 2004 and 2003, included in this prospectus, have been included herein in reliance on the report, which includes an explanatory paragraph related to the Company’s ability to continue as a going concern, dated March 29, 2005, of Venman & Co. LLC, independent public accounting firm, given on the authority of that firm as experts in accounting and auditing.

AVAILABLE INFORMATION

     We have filed a registration statement on Form SB-2 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus is filed as part of the registration statement, and it does not contain all of the information in the registration statement, as certain portions have been omitted in accordance with the rules an d regulations of the Securities and Exchange Commission (“SEC”).

     We are subject to the informational requirements of the Securities Exchange Act of 1934, which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information may be inspected at the public reference facility of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

     We furnish our shareholders with annual reports containing audited financial statements.

INDEX TO PLANET TECHNOLOGIES, INC., FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2
Financial Statements and Notes:
Balance Sheet as of December 31, 2004		F-3
Statements of Operations for the Years Ended December 31, 2004 and 2003		F-4
Statements of Shareholders’ Deficiency for the Years Ended December 31, 2004 and 2003		F-5
Statements of Cash Flows for the Years Ended December 31, 2004 and 2003		F-6
Notes to Financial Statements		F-7
Condensed Financial Statements as of and for the Six Months ended June 30, 2005 and 2004		F-15

INDEX TO ALLERGY CONTROL PRODUCTS, INC., FINANCIAL STATEMENTS

Report of Independent Public Accounting Firm		F-22
Financial Statements and Notes:
Balance Sheet as of December 31, 2004 and 2003		F-23
Statements of Operations for the Years Ended December 31, 2004 and 2003		F-24
Statements of Cash Flows for the Years Ended December 31, 2004 and 2003		F-25
Notes to Financial Statements		F-26
Condensed Financial Statements as of and for the Six Months ended June 30, 2005 and 2004		F-29

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Planet Technologies, Inc.

We have audited the accompanying balance sheet of Planet Technologies, Inc., formerly Planet Polymer Technologies, Inc., as of December 31, 2004, and the related statements of operations, shareholders’ deficiency and cash flows for the years ended December 31, 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Planet Technologies, Inc. as of December 31, 2004, and its results of operations and cash flows for the years ended December 31, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has experienced recurring net losses resulting in a shareholders’ deficiency of $504,400, as of December 31, 2004. In addition, the Company has a working capital deficiency of $490,715 as of December 31, 2004. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ J.H. Cohn LLP

San Diego, California
March 4, 2005

PLANET TECHNOLOGIES, INC.

ASSETS
Current assets:
Cash and cash equivalents		$	374,923
Accounts receivable, less allowance for doubtful accounts of $5,500			3,076
Inventory			19,012
Other current assets			18,575
Total current assets			415,586
Property and equipment, net			101,070
Other assets			3,527
Total		$	520,183
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
Current liabilities:
Current portion of convertible notes payable to shareholder		$	134,475
Advance from related party			185,000
Accounts payable			224,520
Accrued expenses			353,763
Interest payable			8,543
Total current liabilities			906,301
Convertible notes payable to shareholder, net of current portion			118,282
Total liabilities			1,024,583
Commitments and contingencies
Shareholders’ deficiency:
Preferred stock, no par value, 4,250,000 shares authorized, no shares issued or outstanding			—
Series A convertible preferred stock, no par value, 750,000 shares authorized, no shares issued or outstanding			—
Common stock, no par value, 20,000,000 shares authorized, 2,068,361 shares issued and outstanding			3,198,296
Accumulated deficit			(3,702,696	)
Total shareholders’ deficiency			(504,400	)
Total		$	520,183

See notes to financial statements.

PLANET TECHNOLOGIES, INC.

		2004				2003
Net sales		$	1,180,382			$	2,258,213
Cost of sales			407,811				730,801
Gross profit			772,571				1,527,412
Operating expenses:
Selling			597,575				1,296,206
General and administrative			689,109				578,192
Totals			1,286,684				1,874,398
Loss from operations			(514,113	)			(346,986	)
Other income (expense):
Gain on sale of assets			899				2,050
Other expenses			(62,671	)			(39,737	)
Interest expense			(197,673	)			(189,462	)
Totals			(259,445	)			(227,149	)
Net loss		$	(773,558	)		$	(574,135	)
Net loss per share, basic and diluted		$	(0.46	)		$	(0.35	)
Weighted average shares used in computing net loss per share attributable to common shareholders, basic and diluted			1,686,559				1,655,670