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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (MARK ONE) x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
 For Quarterly Period Ended March 31, 2004
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
 Commission File Number: 0-26804 PLANET POLYMER TECHNOLOGIES, INC. 
 (
 CALIFORNIA
    
    33-0502606(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 6835 Flanders Drive, Suite 100, San Diego, California
    
    92131(Address of principal executive offices)
    
    (Zip Code)
 (619) 291-5694 
  Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. x YES
    
    o NO
 Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: Class
    
    Outstanding at March 31, 2004Common Stock, no par value
    
    
    6,257,884




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Restatement The purpose of this amendment to the Form 10-QSB for Planet Polymer
Technologies, Inc., for the quarter ended March 31, 2004, is to restate the
condensed financial statements to expense certain costs of a merger transaction
that had previously been capitalized. Previously, the Company had capitalized
$121,602 of costs associated with the acquisition of Allergy Free, LLC
(Allergy). As the transaction progressed, it became evident that Allergy was
to be the accounting acquirer and, accordingly, the Companys costs of the
transaction should have been expensed as incurred, rather than capitalized. As
a result, the accompanying condensed financial statements have been restated to
expense the costs of the transaction. INDEX Page No.PART I - Financial InformationItem 1
    
    Condensed Balance Sheet (Unaudited) March 31, 2004
    
    
    2Condensed Statements of Operations (Unaudited) 
Three Months Ended March 31, 2004 and 2003
    
    
    3Condensed Statement of Shareholders Equity (Unaudited)
Three Months Ended March 31, 2004
    
    
    4Condensed Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2004 and 2003
    
    
    5Notes to Unaudited Condensed Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    9Item 3
    
    Controls and Procedures
    
    
    13PART II  Other InformationItem 1
    
    Legal Proceedings
    
    
    13Item 2
    
    Changes in Securities
    
    
    13Item 3
    
    Defaults upon Senior Securities
    
    
    13Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    13Item 5
    
    Other Information
    
    
    13Item 6
    
    Exhibits and Reports on Form 8-K
    
    
    13SIGNATURES
    
    
    
    
    14EXHIBIT 31.1EXHIBIT 32.1




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PART I  Financial Information 
 Item 1 Condensed Balance Sheet PLANET POLYMER TECHNOLOGIES, INC. CONDENSED BALANCE SHEET (UNAUDITED)    March 31,2004ASSETS
    
    (Restated)Current assets:Cash
    
    
    44,320Note receivable
    
    
    152,387Prepaid expenses
    
    
    6,878Total current assets
    
    
    203,585Patents, trademarks and license agreements, net of accumulated amortization of $81,685
    
    
    149,651Note Receivable
    
    
    22,800Total assets
    
    $
    376,036LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities   accounts payable
    
    $
    187,708Commitments and contingenciesShareholders equity:Preferred Stock, no par value4,250,000 shares authorized,
no shares issued or outstanding
    
    
    Series A
Convertible Preferred Stock, no par value750,000 shares authorized,
no shares issued or outstanding
    
    
    Common Stock, no par value,
20,000,000 shares authorized,
6,257,884 shares issued and outstanding
    
    
    11,651,991Additional paid-in capital
    
    
    3,000,000Accumulated deficit
    
    
    (14,463,663
    )Total shareholders equity
    
    
    188,328Total liabilities and shareholders equity
    
    $
    376,036
 SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




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PLANET POLYMER TECHNOLOGIES, INC. 
 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)    Three months ended March 31,2004
    
    2003(Restated)Revenues
    
    $
    57,444
    
    
    $
    155,620Operating expenses:Cost of revenues
    
    
    922
    
    
    
    1,221General and administrative
    
    
    181,752
    
    
    
    162,617Total operating expenses
    
    
    182,674
    
    
    
    163,838Loss from operations
    
    
    (125,230
    )
    
    
    (8,218
    )Other income, net
    
    
    1,183
    
    
    
    8,940Net income (loss) applicable to common shareholders
    
    $
    (124,047
    )
    
    $
    722Net income (loss) per share applicable to common shareholders (basic and diluted)
    
    $
    (0.02
    )
    
    $
    0.00Weighted average shares outstanding used in per share computations
    
    
    6,214,477
    
    
    
    9,207,884
 SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




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PLANET POLYMER TECHNOLOGIES, INC. 
 CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY (UNAUDITED)
Three Months Ended March 31, 2004
(Restated)    Common StockAdditional
    
    AccumulatedShares
    
    Amount
    
    Paid-in Capital
    
    Deficit
    
    TOTALBalance at January 1, 2004
    
    
    6,207,884
    
    
    $
    11,648,991
    
    
    $
    3,000,000
    
    
    $
    (14,339,616
    )
    
    $
    309,375Exercise of stock options
    
    
    50,000
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    3,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124,047
    )
    
    
    (124,047
    )Balance at March 31, 2004
    
    
    6,257,884
    
    
    $
    11,651,991
    
    
    $
    3,000,000
    
    
    $
    (14,463,663
    )
    
    $
    188,328




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PLANET POLYMER TECHNOLOGIES, INC. 
 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)    Three months ended March 31,2004
    
    2003(Restated)Cash flows from operating activities:Net income (loss)
    
    $
    (124,047
    )
    
    $
    722Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    3,689
    
    
    
    1,194Bad debts
    
    
    2,881
    
    
    
    Gain on sale of property and equipment
    
    
    
    
    
    
    (1,300
    )Changes in assets and liabilities:Accounts receivable
    
    
    13,626
    
    
    
    (129,632
    )Prepaid expenses and other assets
    
    
    (2,998
    )
    
    
    3,327Accounts payable
    
    
    119,208
    
    
    
    82,105Accrued expenses
    
    
    
    
    
    
    (2,417
    )Net cash provided by (used in) operating activities
    
    
    12,359
    
    
    
    (46,001
    )Cash flows from investing activities:Proceeds from the sale of property and equipment
    
    
    
    
    
    
    1,300Proceeds from notes receivable
    
    
    10,417
    
    
    
    39,872Cost of patents and other assets
    
    
    
    
    
    
    3,690Net cash provided by investing activities
    
    
    10,417
    
    
    
    44,862Cash flows from financing activities  Proceeds from exercise of stock options
    
    
    3,000
    
    
    
    Net increase (decrease) in cash
    
    
    25,776
    
    
    
    (1,139
    )Cash at beginning of period
    
    
    18,544
    
    
    
    14,781Cash at end of period
    
    $
    44,320
    
    
    $
    13,642
 SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




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Notes to Unaudited Condensed Financial Statements  1.
    
    Basis of Presentation In managements opinion, the accompanying unaudited financial statements
of Planet Polymer Technologies, Inc. (Planet or the Company) have been
prepared in accordance with the interim reporting requirements of Form 10-QSB,
pursuant to the rules and regulations of the Securities and Exchange
Commission. However, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. In managements opinion, all adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2004, are not
necessarily indicative of results that may be expected for the year ending
December 31, 2004. For additional information, refer to the Companys
financial statements and notes thereto for the year ended December 31, 2003,
contained in the Companys Form 10-KSB for the fiscal year ended December 31,
2003. Certain prior period amounts have been reclassified to conform to the
current period presentation.  2.
    
    Restatement Previously, the Company had capitalized $121,602 costs associated with the
acquisition of Allergy Free, LLC (See Note 3). As the transaction progressed,
it became evident that Allergy Free, LLC, was the accounting acquirer in the
transaction with accordingly the Companys costs of the transaction should have
been expensed as incurred rather than capitalized. As a result, the
accompanying condensed financial statements have been restated to expense the
costs of the transaction. The previously reported net loss and net loss per
share for the three months ended March 31, 2004, have been changed as followed: Net loss, as previously reported
    
    $
    2,445Adjustment to expense costs of transaction
    
    
    121,602Net loss, as restated
    
    $
    124,047Net loss per share, as previously report
    
    $
    0.00Net loss per share, restated
    
    $
    0.02
  3.
    
    Liquidity and Capital Resources The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the ordinary course of business. For the three months ended
March 31, 2004 the Company incurred a loss of $124,047. As of March 31, 2004,
the Company had an accumulated deficit of $14,463,663. These matters raise
substantial doubt about the Companys ability to continue as a going concern.
The Company does not believe that its existing sources of liquidity and
anticipated revenue will be adequate to satisfy the Companys projected working
capital and other cash requirements through September 30, 2004, to continue as
a public reporting company without raising additional capital or consummating a
merger (see below). For the three months ended March 31, 2004 the




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Company had no employees and did not conduct any research or development. The
Companys future capital requirements will be dependent upon many factors,
including, but not limited to, costs associated with the continued support of
licenses on the Companys proprietary polymer materials, costs associated with
the enforcement of the Companys patents, and costs associated with the
administration of the Company. Although possible, it is unlikely that the
Company will be able to generate positive cash flow and show a profit through
December 31, 2004. On March 22, 2004, the Company and Allergy Free, LLC (Allergy Free)
announced that on March 18, 2004, they had entered into an Asset Purchase
Agreement (Agreement). As subsequently amended, the Agreement provides for
the Company to acquire all assets and assume certain liabilities of Allergy
Free for which Planet will provide the following consideration: a subordinated
convertible note in the approximate principal amount of $356,430 bearing
interest at 5.5% per annum and due and payable within three (3) years and
approximately 26,678,348 shares of common stock of the Company. Additionally,
at or near the closing, $2,287,400 of Allergy Frees investor notes payable and
$248,519 of related interest payable will be converted into approximately
50,718,380 shares of common stock of the Company. As a result, after the
closing of the Agreement and the conversion of the notes and related interest
payable, the members of Allergy Free will own approximately 90% of the voting
shares of the Company. Since the members of Allergy Free will receive the
majority of the voting shares of the Company, the current president of Allergy
Free will become president of the Company and since representatives of Allergy
Free will hold three of the five seats on the Companys Board of Directors, the
merger will be accounted for as a reverse acquisition whereby Allergy Free will
be the accounting acquirer (legal acquiree) and the Company will be the
accounting acquiree (legal acquirer). Investors are encouraged to review, when
available, the Companys Proxy Statement which will be available through EDGAR
at www.sec.gov.  4.
    
    Earnings (Loss) Per Share Earnings (loss) per share is computed using the weighted average number of
shares of common stock outstanding and is presented for basic and diluted
earnings (loss) per share. Basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the period. Diluted earnings per share is computed by dividing
net income by the weighted average number of common shares outstanding during
the period increased to include, if dilutive, the number of additional common
shares that would have been outstanding if the potential common shares had been
issued. Dilutive potential common shares consist of the incremental common
shares issuable upon conversion of the convertible preferred stock (using the
if converted method) and exercise of stock options and warrants (using the
treasury stock method) for all periods. The Company has excluded all convertible preferred stock and outstanding
stock options and warrants from the calculation of diluted loss per share for
the three months ended March 31, 2004 and March 31, 2003, because all such
securities are either anti-dilutive for those periods or their impact was
insignificant. Accordingly, diluted loss per share equals basic loss per
share. The total number of potential common shares excluded from the
calculation of diluted loss per share for the three months ended March 31, 2004
was 1,316,625.  5.
    
    Income Taxes As the ultimate realization of the potential benefits of the Companys net
operating loss carryforwards is considered unlikely by management, the Company
has offset the deferred tax assets attributable to those potential benefits
through valuation allowances and, accordingly, the




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Company did not recognize any benefit for income taxes in the accompanying
condensed statements of operations to offset its pre-tax losses.  6.
    
    Stock-Based Compensation As explained in Note 10 in the Form 10-KSB, the Company accounts for stock
options granted to employees based on their intrinsic values under the
recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and Related Interpretations, and has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, and the provisions
of Statement of Financial Accounting Standards No. 148 Accounting for
Stock-Based Compensation  Transition and Disclosure-an Amendment of FASB
Statement No. 123. Since the exercise price of all of the options granted by
the Company to its employees has been equal to or greater than fair value, the
Company has not recognized any earned or unearned compensation costs in its
financial statements in connection with those options. The Companys
historical net income (loss) per share and pro forma net income (loss) per
share for the three months ended March 31, 2004, and March 31, 2003, assuming
compensation cost had been determined based on the fair value of all options at
the respective dates of grant determined using a pricing model consistent with
the provisions of SFAS 123 are set forth below:




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Three Months Ended March 312004
    
    2003(Restated)Net income (loss), as reported
    
    $
    (124,047
    )
    
    $
    722Stock-based employee compensation expense
assuming a fair value based method had been
used for all awards
    
    
    (11,447
    )
    
    
    (13,400
    )Net income (loss), pro forma
    
    $
    (135,494
    )
    
    $
    (12,678
    )Basic earnings (loss) per share, as reported
    
    $
    (0.02
    )
    
    $
    (0.00
    )Basic earnings (loss) per share, pro forma
    
    $
    (0.02
    )
    
    $
    (0.00
    )
  7.
    
    Ryer Enterprises, LLC Forbearance Agreement During the three months ended March 31, 2004, the Company agreed to
forbear the February and March installment payments due from Ryer Enterprises
in exchange for a two (2) month extension of the installment payments plus an
additional installment payment of $4,600. Subsequent to March 31, 2004, the
Company has received payments for the April and May 2004 installments due from
Ryer Enterprises.




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Except for the historical information contained herein, the discussion in this
report contains forward-looking statements that involve certain risks and
uncertainties. The Companys actual results could differ materially from those
discussed in this report. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in the
CompanysForm 10-KSBfor the fiscal year ended December 31, 2003. OVERVIEW Since Planet Polymer Technologies, Inc. (Planet or the Company) was
founded in 1991 substantially all of the Companys resources have been devoted
to the development and commercialization of its technologies and products.
This has included the expenditure of funds to develop the Companys corporate
infrastructure and support the Companys research and development of products,
marketing, licensing of products to third parties and corporate administration.
For the three month period ended March 31, 2004 the Company did not engage in
any research and development and did not incur any employee expense. Planet had an accumulated deficit as of March 31, 2004 of approximately
$14.5 million. The Companys only anticipated source of revenues is from
royalties from BASF, Alltech, and Ryer Enterprises, LLC, which are not expected
to be sufficient to result in a net profit through December 31, 2004. Previously, the company had capitalized $121,602 costs associated with the
acquisition of Allergy Free, LLC (See Note 3). As the transaction progressed,
it became evident that Allergy Free, LLC, was the accounting acquirer in the
transaction and accordingly the Companys costs of the transaction should have
been expensed as incurred rather than capitalized. As a result, the
accompanying condensed financial statements have been restated to expense the
costs of the transaction. The previously reported net loss and net loss per
share for the three months ended March 31, 2004, have been changed as follows: Net loss, as previously reported
    
    $
    2,445Adjustment to expense costs of transaction
    
    
    121,602Net loss, as restated
    
    $
    124,047Net loss per share, as previously report
    
    $
    0.00Net loss per share, restated
    
    $
    0.02
 RESULT OF OPERATIONS The net loss for the three months ended March 31, 2004, was $124,047
compared to a net income of $722 for the three month period ended March 31,
2003. The Companys revenues decreased to $57,444 for the three months ended
March 31, 2004 from $155,620 for the same period in 2003. This decrease is a
result of the Company having received a one time payment of $130,000 in license
revenue from Agway, Inc. in the first quarter of 2003 and the Company incurring
higher legal expenses and costs for the three months ended March 31, 2004, due
to the pending merger agreement with Allergy Free, LLC.




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Effective January 15, 2004, Agway entered into an agreement to sell all of
the assets of its FreshSeal® business, which include the fruit/produce patent
rights assigned by the Company, to BASF. Also, in January 2004, Agway sold all
of its right and interest to Optigen® to Alltech. Management cannot assure
that the Company will receive significant, if any, royalties and monies under
these Sale and Licensing Agreements. The Company is hopeful BASF and Alltech
will continue to commercialize the intellectual property and provide future
royalty revenue streams to the Company. In April 2003 the Company recovered the assets sold to Ryer Industries,
LLC, and by agreement dated as of May 1, 2003, resold the assets to Ryer
Enterprises, LLC (Ryer Enterprises), a newly formed entity which intends to
continue the commercial employment of the AQUAMIM® products. Pursuant to said
agreement, the Company has licensed to Ryer Enterprises, the patent rights
relating to the AQUAMIM® products for royalties which are payable monthly
forty-five days after the close of each month for 8 years after which Planet
has agreed to transfer the patents to Ryer Enterprises, provided it is not in
default. Subsequent to December 31, 2003, the Company agreed to forbear the
February and March royalty payment from Ryer Enterprises in exchange for a two
(2) month extension to the monthly installment payments plus one additional
installment payment of $4,600. Subsequent to March 31, 2004, the Company has
received monthly installment payments for April and May 2004, paid for Ryer
Enterprises by a third party interested in acquiring the assets and liabilities
of Ryer Enterprises, including those rights of Ryer Enterprises to the AQUAMIM®
products. Cost of revenues decreased to $922 for the three months ended March 31,
2004, from $1,221 for the same period in 2003, reflecting the decrease in
revenues. Total operating expenses increased to $182,674 for the three months ended
March 31, 2004, from $163,838 for the same period in 2003. This increase was
primarily attributable to higher legal expenses and costs incurred in the three
months ended March 31, 2004, due to pending merger agreement with Allergy Free,
LLC. Similar to the first quarter of 2003, the Company incurred no research and
development expenses. Unless and until the Proposed Acquisition is completed,
the Company anticipates limited or no further research and development
activities on new products. Other income, net decreased from approximately $8,940 for the three months
ended March 31, 2003, to $1,183 for the same period in 2004, which primarily
reflects interest earned on cash balances. LIQUIDITY AND CAPITAL RESOURCES The Company had net cash provided by operating activities of $12,359 for
the three months ended March 31, 2004. The Company does not believe that its existing sources of liquidity and
anticipated revenue will be adequate to satisfy the Companys projected working
capital and other cash requirements through September 2004 to continue
operations as a public reporting company without raising additional capital or
consummating a merger (see below). On March 22, 2004, the Company and Allergy Free, LLC (Allergy Free)
announced that on March 18, 2004, they had entered into an Asset Purchase
Agreement (Agreement). As subsequently amended, the Agreement provides for
the Company to acquire all assets and assume




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certain liabilities of Allergy Free for which Planet will provide the
following consideration: a subordinated convertible note in the approximate
principal amount of $356,430 bearing interest at 5.5% per annum and due and
payable within three (3) years and approximately 26,678,348 shares of common
stock of the Company. Additionally, at or near the closing, $2,287,400 of
Allergy Frees investor notes payable and $248,519 of related interest payable
will be converted into approximately 50,718,380 shares of common stock of the
Company. As a result, after the closing of the Agreement and the conversion of
the notes and related interest payable, the members of Allergy Free will own
approximately 90% of the voting shares of the Company. Since the members of
Allergy Free will receive the majority of the voting shares of the Company, the
current president of Allergy Free will become president of the Company and
since representatives of Allergy Free will hold three of the five seats on the
Companys Board of Directors, the merger will be accounted for as a reverse
acquisition whereby Allergy Free will be the accounting acquirer (legal
acquiree) and the Company will be the accounting acquiree (legal acquirer).
Investors are encouraged to review, when available, the Companys Proxy
Statement which will be available through EDGAR at www.sec.gov. If the transaction is completed, immediately prior to the closing, Planet
will distribute to a trustee for the benefit of Planet shareholders of record
as of April 15, 2004 (Trust), the right to receive all royalties payable to
Planet pursuant to the Sale and Licensing Agreements between Planet and Agway,
Inc., relating to Planets FreshSeal® and Optigen® technology and the certain
Purchase, Sale and License Agreement between Planet and Ryer Enterprises, LLC,
relating to Planets AQUAMIM® technology. 
 ITEM 3. CONTROLS AND PROCEDURES The Companys management, with the participation of the Companys Chief
Executive Officer who is also the Chief Financial Officer, has evaluated the
effectiveness of the Companys disclosure controls and procedures as of March
31, 2004. Based on this evaluation, the Companys Chief Executive Officer and
Chief Financial Officer concluded that the Companys disclosure controls and
procedures are effective for gathering, analyzing and disclosing the
information the Company is required to disclose in the reports it files under
the Securities and Exchange Act of 1934, within the time periods specified in
the Securities and Exchange Commissions rules and forms. During the fiscal three months ended March 31, 2004, there were no
significant changes in the Companys internal control over financial reporting
that materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting. 
 PART II  OTHER INFORMATION 
 Item 1  Legal Proceedings: None 
 Item 2  Changes in Securities: None 
 Item 3  Defaults upon Senior Securities: None




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Item 4  Submission of Matters to a Vote of Security Holders: None 
 Item 5  Other Information: None 
 Item 6  Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 31.1 Certification of Principal Executive Officer and
Financial Officer pursuant to Section 302 of the Sarbanes Oxley
Act of 2002. Exhibit 32.1 Certification of Principal Executive Officer and
Financial Officer pursuant to Section 906 of the Sarbanes Oxley
Act of 2002. (b) Reports on Form 8-K Form 8-K filed March 30, 2004 which attached the Companys news release
dated March 19, 2004, as Exhibit 99.4 describing the Companys Year-End 2003
revenues and expenses, and also attached the Asset Purchase Agreement entered
into by the Company and Allergy Free on March 18, 2004 as Exhibit 2.1. 
 SIGNATURES In accordance with the requirements of Exchange Act, the Registrant has duly
caused this report on Form 10-QSB/A to be signed on its behalf by the
undersigned, thereunto duly authorized. Date:  August 13, 2004
    Planet Polymer Technologies, Inc./s/ H. M. BusbyH. M. BusbyChief Executive Officer
(On behalf of Registrant and as
Registrant's Principal Financial
and Accounting Officer)