##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-QSB

(MARK ONE)

|    |  |                                                                                            
|--- |  | -------------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934

For Quarterly Period Ended June 30, 2001

|      |  |                                                                                             
|----- |  | --------------------------------------------------------------------------------------------
|[   ] |  | 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.

---

(Exact name of small business issuer as specified in its character)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|CALIFORNIA                                                     |  | 33-0502606                          
|                                                               |  |                                     
|(State or other jurisdiction
of incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                |  |  |            | 
|----------------------------------------------- |  |  | ---------- | 
|9985 Businesspark Avenue, San Diego, California |  |  | 92131      | 
|                                                |  |  |            | 
|(Address of principal executive offices)        |  |  | (Zip Code) | 

(858) 549-5130

---

(Issuers telephone number, including area code)


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    [   ] 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 June 30, 2001
|                           |  |                             
|Common Stock, no par value |  | 9,237,618                   





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TABLE OF CONTENTS



|                            |                                                                                                |  |  |  |  |  |  | 
|--------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                            | BALANCE SHEET (UNAUDITED)                                                                     
|                            | STATEMENTS OF OPERATIONS (UNAUDITED)                                                          
|                            | STATEMENTS OF OPERATIONS (UNAUDITED)                                                          
|                            | STATEMENT OF SHAREHOLDERS EQUITY (UNAUDITED)                                                 
|                            | STATEMENTS OF CASH FLOWS (UNAUDITED)                                                          
|                            | NOTES TO UNAUDITED FINANCIAL STATEMENTS                                                       
|                            | Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II  OTHER INFORMATION
|                            | Item 1  Legal Proceedings:                                                                   
|                            | Item 2  Changes in Securities:                                                               
|                            | Item 3  Defaults upon Senior Securities:                                                     
|                            | Item 4  Submission of Matters to a Vote of Security Holders:                                 
|                            | Item 5  Other Information:                                                                   
|                            | Item 6  Exhibits and Reports on Form 8-K:                                                    
|SIGNATURES                 



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##### Table of Contents



Planet Polymer Technologies, Inc.
Form 10-QSB Quarterly Report
Quarter Ended June 30, 2001

INDEX

|                               |  |        |  |                                                                                       |  |         
|------------------------------ |  | ------ |  | ------------------------------------------------------------------------------------- |  | --------
|                               |  |        |  |                                                                                       |  | Page No.
|                               |  |        |  |                                                                                       |  |         
|PART I - Financial Information
|                              
|                              
|                              
|                              
|                               |  | Item 1 |  | Balance Sheet (Unaudited)
June 30, 2001                                               |  | 2       
|                              
|                              
|                              
|                              
|                               |  |        |  | Statements of Operations (Unaudited)
Three Months Ended June 30, 2001 and 2000        |  | 3       
|                              
|                              
|                              
|                              
|                               |  |        |  | Statements of Operations (Unaudited)
Six Months Ended June 30, 2001 and 2000          |  | 4       
|                              
|                              
|                              
|                              
|                               |  |        |  | Statement of Shareholders Equity (Unaudited)
Six Months Ended June 30, 2001          |  | 5       
|                              
|                              
|                              
|                              
|                               |  |        |  | Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2001 and 2000          |  | 6       
|                              
|                              
|                              
|                              
|                               |  |        |  | Notes to Unaudited Financial Statements                                               |  | 7       
|                              
|                              
|                              
|                              
|                               |  | Item 2 |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations |  | 9       
|                              
|                              
|                              
|                              
|PART II - Other Information   
|                              
|                              
|                              
|                              
|                               |  | Item 1 |  | Legal Proceedings                                                                     |  | 12      
|                              
|                              
|                              
|                              
|                               |  | Item 2 |  | Changes in Securities                                                                 |  | 12      
|                              
|                              
|                              
|                              
|                               |  | Item 3 |  | Defaults upon Senior Securities                                                       |  | 12      
|                              
|                              
|                              
|                              
|                               |  | Item 4 |  | Submission of Matters to a Vote of Security Holders                                   |  | 12      
|                              
|                              
|                              
|                              
|                               |  | Item 5 |  | Other Information                                                                     |  | 12      
|                              
|                              
|                              
|                              
|                               |  | Item 6 |  | Exhibits and Reports on Form 8K                                                       |  | 13      
|                              
|                              
|                              
|                              
|SIGNATURES                     |  |        |  |                                                                                       |  | 14      





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##### Table of Contents









PLANET POLYMER TECHNOLOGIES, INC.

BALANCE SHEET (UNAUDITED)



---

|                                                                    |                                                                                                              |                                            |         |             |           | 
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------- | ----------- | --------- | 
|                                                                    |                                                                                                              |                                            |         | June 30,   
|                                                                    |                                                                                                              |                                            |         | 2001       
|                                                                    |                                                                                                              |                                            |         |            
|ASSETS                                                              |                                                                                                              |                                            |         |            
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Current assets:                                                     |                                                                                                              |                                            |         |            
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Cash and cash equivalents                                                                                    |                                            | $       | 369,227     |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accounts receivable                                                                                          |                                            |         | 45,944      |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Note receivable                                                                                              |                                            |         | 7,670       |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Inventories                                                                                                  |                                            |         | 91,284      |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Prepaid expenses and other current assets                                                                    |                                            |         | 48,883      |          
|                                                                    |                                                                                                              |                                            |         |            
|                                                                    |                                                                                                              | Total current assets                       |         |             | 563,008   | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Property and equipment, net of accumulated depreciation of $292,126 |                                                                                                              |                                            | 174,336 |            
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Patents and trademarks, net of accumulated amortization of $136,817 |                                                                                                              |                                            | 377,892 |            
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Note receivable, less current portion                               |                                                                                                              |                                            | 81,913  |            
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other assets                                                        |                                                                                                              |                                            | 6,748   |            
|                                                                    |                                                                                                              |                                            |         |            
|                                                                    |                                                                                                              | Total assets                               |         | $           | 1,203,897 | 
|                                                                    |                                                                                                              |                                            |         |            
|LIABILITIES AND SHAREHOLDERS EQUITY                               
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Current liabilities:                                                |                                                                                                              |                                            |         |            
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accounts payable                                                                                             |                                            | $       | 30,338      |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accrued payroll and vacation                                                                                 |                                            |         | 31,062      |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accrued expenses                                                                                             |                                            |         | 816         |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Current portion of capital lease obligations                                                                 |                                            |         | 10,847      |          
|                                                                    |                                                                                                              |                                            |         |            
|                                                                    |                                                                                                              | Total current liabilities                  |         |             | 73,063    | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Capital lease obligations, less current portion                     |                                                                                                              |                                            | 2,994   |            
|                                                                    |                                                                                                              |                                            |         |            
|                                                                    |                                                                                                              | Total liabilities                          |         |             | 76,057    | 
|                                                                    |                                                                                                              |                                            |         |            
|Shareholders equity:                                               |                                                                                                              |                                            |         |            
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | 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
9,237,618 shares issued and outstanding              |                                            |         | 14,583,703  |          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accumulated deficit                                                                                          |                                            |         | (13,455,863 | )        
|                                                                    |                                                                                                              |                                            |         |            
|                                                                    |                                                                                                              | Total shareholders equity                 |         |             | 1,127,840 | 
|                                                                    |                                                                                                              |                                            |         |            
|                                                                    |                                                                                                              | Total liabilities and shareholders equity |         | $           | 1,203,897 | 
|                                                                    |                                                                                                              |                                            |         |            

The accompanying notes are an integral part of the financial statements.

2



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##### Table of Contents









PLANET POLYMER TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS (UNAUDITED)



---



|                            |                            |                                                                          |        |                             |           |      |         |         |           |  
|--------------------------- | -------------------------- | ------------------------------------------------------------------------ | ------ | --------------------------- | --------- | ---- | ------- | ------- | --------- | -
|                            |                            |                                                                          |        | Three months ended June 30,
|                            |                            |                                                                          |        |                            
|                            |                            |                                                                          |        | 2001                        |           | 2000
|                            |                            |                                                                          |        |                             |           |     
|Revenues                    |                            | $                                                                        | 70,816 |                             |           | $    | 306,573 |        
|                           
|                           
|                           
|                           
|Operating expenses:         |                            |                                                                          |        |                             |           |      |         |        
|                           
|                           
|                           
|                           
|                            | Cost of revenues           |                                                                          |        | 68,494                      |           |      |         | 218,725 |          
|                           
|                           
|                           
|                           
|                            | General and administrative |                                                                          |        | 210,068                     |           |      |         | 268,793 |          
|                           
|                           
|                           
|                           
|                            | Marketing                  |                                                                          |        | 57,961                      |           |      |         | 66,095  |          
|                           
|                           
|                           
|                           
|                            | Research and development   |                                                                          |        | 65,416                      |           |      |         | 72,490  |          
|                            |                            |                                                                          |        |                             |           |      |         |        
|                            |                            | Total operating expenses                                                 |        |                             | 401,939   |      |         |         | 626,103   |  
|                            |                            |                                                                          |        |                             |           |      |         |        
|                            |                            | Loss from operations                                                     |        |                             | (331,123  | )    |         |         | (319,530  | )
|                           
|                           
|                           
|                           
|Other income (expense), net |                            |                                                                          | 6,383  |                             |           |      | 17,509  |        
|                            |                            |                                                                          |        |                             |           |      |         |        
|                            |                            | Loss before income taxes                                                 |        |                             | (324,740  | )    |         |         | (302,021  | )
|                           
|                           
|                           
|                           
|Income tax expense          |                            |                                                                          |       |                             |           |      |        |        
|                            |                            |                                                                          |        |                             |           |      |         |        
|                            |                            | Net loss                                                                 |        |                             | (324,740  | )    |         |         | (302,021  | )
|                           
|                           
|                           
|                           
|                            |                            | Preferred Stock dividends                                                |        |                             |          |      |         |         | (9,644    | )
|                            |                            |                                                                          |        |                             |           |      |         |        
|                            |                            | Net loss applicable to common shareholders                               |        | $                           | (324,740  | )    |         | $       | (311,665  | )
|                            |                            |                                                                          |        |                             |           |      |         |        
|                            |                            | Net loss per share applicable to common shareholders
(basic and diluted) |        | $                           | (0.04     | )    |         | $       | (0.04     | )
|                            |                            |                                                                          |        |                             |           |      |         |        
|                            |                            | Shares used in per share computations                                    |        |                             | 9,098,170 |      |         |         | 7,613,439 |  
|                            |                            |                                                                          |        |                             |           |      |         |        

The accompanying notes are an integral part of the financial statements.

3



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##### Table of Contents









PLANET POLYMER TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS (UNAUDITED)



---



|                            |                            |                                                                          |         |                           |           |      |         |         |           |  
|--------------------------- | -------------------------- | ------------------------------------------------------------------------ | ------- | ------------------------- | --------- | ---- | ------- | ------- | --------- | -
|                            |                            |                                                                          |         | Six months ended June 30,
|                            |                            |                                                                          |         |                          
|                            |                            |                                                                          |         | 2001                      |           | 2000
|                            |                            |                                                                          |         |                           |           |     
|Revenues                    |                            | $                                                                        | 159,937 |                           |           | $    | 539,946 |        
|                           
|                           
|                           
|                           
|Operating expenses:         |                            |                                                                          |         |                           |           |      |         |        
|                           
|                           
|                           
|                           
|                            | Cost of revenues           |                                                                          |         | 140,792                   |           |      |         | 407,430 |          
|                           
|                           
|                           
|                           
|                            | General and administrative |                                                                          |         | 433,450                   |           |      |         | 514,024 |          
|                           
|                           
|                           
|                           
|                            | Marketing                  |                                                                          |         | 138,421                   |           |      |         | 108,249 |          
|                           
|                           
|                           
|                           
|                            | Research and development   |                                                                          |         | 228,751                   |           |      |         | 135,630 |          
|                            |                            |                                                                          |         |                           |           |      |         |        
|                            |                            | Total operating expenses                                                 |         |                           | 941,414   |      |         |         | 1,165,333 |  
|                            |                            |                                                                          |         |                           |           |      |         |        
|                            |                            | Loss from operations                                                     |         |                           | (781,477  | )    |         |         | (625,387  | )
|                           
|                           
|                           
|                           
|Other income (expense), net |                            |                                                                          | 19,433  |                           |           |      | 32,447  |        
|                            |                            |                                                                          |         |                           |           |      |         |        
|                            |                            | Loss before income taxes                                                 |         |                           | (762,044  | )    |         |         | (592,940  | )
|                           
|                           
|                           
|                           
|Income tax expense          |                            |                                                                          | (800    | )                         |           |      | (800    | )      
|                            |                            |                                                                          |         |                           |           |      |         |        
|                            |                            | Net loss                                                                 |         |                           | (762,844  | )    |         |         | (593,740  | )
|                           
|                           
|                           
|                           
|                            |                            | Preferred Stock dividends                                                |         |                           | (10,450   | )    |         |         | (21,580   | )
|                            |                            |                                                                          |         |                           |           |      |         |        
|                            |                            | Net loss applicable to common shareholders                               |         | $                         | (773,294  | )    |         | $       | (615,320  | )
|                            |                            |                                                                          |         |                           |           |      |         |        
|                            |                            | Net loss per share applicable to common shareholders
(basic and diluted) |         | $                         | (0.09     | )    |         | $       | (0.08     | )
|                            |                            |                                                                          |         |                           |           |      |         |        
|                            |                            | Shares used in per share computations                                    |         |                           | 8,911,449 |      |         |         | 7,374,234 |  
|                            |                            |                                                                          |         |                           |           |      |         |        

The accompanying notes are an integral part of the financial statements.

4



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##### Table of Contents









PLANET POLYMER TECHNOLOGIES, INC.

STATEMENT OF SHAREHOLDERS EQUITY (UNAUDITED)



---



|                                                                      |  |                          |          |              |  |             |          |        |  |         |           |       |  |   |            |  |  |   |             |   |  |   |           |  
|--------------------------------------------------------------------- |  | ------------------------ | -------- | ------------ |  | ----------- | -------- | ------ |  | ------- | --------- | ----- |  | - | ---------- |  |  | - | ----------- | - |  | - | --------- | -
|                                                                      |  | Series A Preferred Stock |          | Common Stock |  |             |          |        |  |         |           |      
|                                                                      |  |                          |          |              |  | Accumulated |          |        |  |        
|                                                                      |  | Shares                   |          | Amount       |  | Shares      |          | Amount |  | Deficit |           | Total
|                                                                      |  |                          |          |              |  |             |          |        |  |         |           |      
|Balance at December 31, 2000                                          |  |                          | 321,500  |              |  | $           | 517,251  |        |  |         | 8,680,494 |       |  | $ | 14,008,901 |  |  | $ | (12,682,569 | ) |  | $ | 1,843,583 |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Conversion of Series A Preferred Stock into
Common Stock              |  |                          | (321,500 | )            |  |             | (517,251 | )      |  |         | 378,235   |       |  |   | 517,251    |  |  |   |            |   |  |   |          |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Issuance of Common Stock                                              |  |                          |         |              |  |             |         |        |  |         | 156,735   |       |  |   | 40,801     |  |  |   |            |   |  |   | 40,801    |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Issuance of Common Stock for services                                 |  |                          |         |              |  |             |         |        |  |         | 8,400     |       |  |   | 6,300      |  |  |   |            |   |  |   | 6,300     |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Issuance of Common Stock as a dividend on
Convertible Preferred Stock |  |                          |         |              |  |             |         |        |  |         | 13,754    |       |  |   | 10,450     |  |  |   | (10,450     | ) |  |   |          |  
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Net loss for the six months ended June 30, 2001                       |  |                          |         |              |  |             |         |        |  |         |          |       |  |   |           |  |  |   | (762,844    | ) |  |   | (762,844  | )
|                                                                      |  |                          |          |              |  |             |          |        |  |         |           |       |  |   |            |  |  |   |             |   |  |   |           |  
|Balance at June 30, 2001                                              |  |                          |         |              |  | $           |         |        |  |         | 9,237,618 |       |  | $ | 14,583,703 |  |  | $ | (13,455,863 | ) |  | $ | 1,127,840 |  
|                                                                      |  |                          |          |              |  |             |          |        |  |         |           |       |  |   |            |  |  |   |             |   |  |   |           |  

The accompanying notes are an integral part of the financial statements.

5



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##### Table of Contents









PLANET POLYMER TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)



---



|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |          |         |          |  
|------------------------------------------------ | --------------------------------------------------------------------------------- | ------------------------------------- | ---------------------------------------------------- | -------- | ------------------------- | -------- | --------- | -------- | ------- | -------- | -
|                                                 |                                                                                   |                                       |                                                      |          | Six months ended June 30,
|                                                 |                                                                                   |                                       |                                                      |          |                          
|                                                 |                                                                                   |                                       |                                                      |          | 2001                      |          | 2000     
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |          
|Cash flows from operating activities:            |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Net loss                                                                          |                                       | $                                                    | (762,844 | )                         |          | $         | (593,740 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net loss to net cash used
by operating activities:       |                                       |                                                      |          |                           |          |           |          |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Depreciation and amortization         |                                                      |          | 42,919                    |          |           |          | 38,390  |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Gain on disposal of assets            |                                                      |          | (25                       | )        |           |          |        |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Changes in assets and liabilities:                                                |                                       |                                                      |          |                           |          |           |          |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Accounts receivable                   |                                                      |          | 11,164                    |          |           |          | 9,557   |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Inventories                           |                                                      |          | 27,461                    |          |           |          | 7,278   |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Prepaid expenses and other assets     |                                                      |          | 5,461                     |          |           |          | 21,773  |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                   | Accounts payable and accrued expenses |                                                      |          | (62,479                   | )        |           |          | (19,694 | )       
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                 |                                                                                   |                                       | Net cash used by operating activities                |          |                           | (738,343 | )         |          |         | (536,436 | )
|                                                
|                                                
|                                                
|                                                
|Cash flows from investing activities:            |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of property and equipment                                               |                                       |                                                      | (19,947  | )                         |          |           | (3,960   | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from the sale of property and equipment                                  |                                       |                                                      | 25       |                           |          |           |         |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Cost of patents and other                                                         |                                       |                                                      | (1,243   | )                         |          |           | (61,272  | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from the sale of subsidiary                                              |                                       |                                                      |         |                           |          |           | 814,639  |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Payments from note receivable                                                     |                                       |                                                      | 4,200    |                           |          |           | 3,335    |        
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                 |                                                                                   |                                       | Net cash provided (used) by investing activities     |          |                           | (16,965  | )         |          |         | 752,742  |  
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |         
|Cash flows from financing activities:            |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from issuance of Common Stock and exercise of warrants
and stock options |                                       |                                                      | 40,801   |                           |          |           | 542,063  |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from issuance of warrants                                                |                                       |                                                      |         |                           |          |           | 2,500    |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Principal payments on capital lease obligations                                   |                                       |                                                      | (4,833   | )                         |          |           | (3,576   | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayments to related party                                                       |                                       |                                                      |         |                           |          |           | (61,484  | )      
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                 |                                                                                   |                                       | Net cash provided by financing activities            |          |                           | 35,968   |           |          |         | 479,503  |  
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                 |                                                                                   |                                       | Net increase (decrease) in cash and cash equivalents |          |                           | (719,340 | )         |          |         | 695,809  |  
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                   |                                       | 1,088,567                                            |          |                           |          | 355,645   |         
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |         
|Cash and cash equivalents at end of period       |                                                                                   | $                                     | 369,227                                              |          |                           | $        | 1,051,454 |         
|                                                 |                                                                                   |                                       |                                                      |          |                           |          |           |         
|Supplemental disclosure of non-cash activity:    |                                                                                   |                                       |                                                      |          |                           |          |           |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Conversion of Series A Preferred Stock into Common Stock                          |                                       | $                                                    | 517,251  |                           |          | $         |         |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Issuance of Common Stock dividends on Preferred Stock                             |                                       |                                                      | 10,450   |                           |          |           | 21,580   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Issuance of Common Stock for Services                                             |                                       |                                                      | 6,300    |                           |          |           |         |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Issuance of note receivable in connection with sale of subsidiary                 |                                       |                                                      |         |                           |          |           | 100,000  |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Equipment acquired under capital lease obligations                                |                                       |                                                      |         |                           |          |           | 3,813    |        

The accompanying notes are an integral part of the financial statements.

6



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##### Table of Contents









Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. Basis of Presentation

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 six months ended June 30, 2001 are not
necessarily indicative of results that may be expected for the year ending
December 31, 2001. For additional information, refer to the Companys
consolidated financial statements and notes thereto for the year ended December
31, 2000 contained in the Companys Form 10-KSB for the fiscal year ended
December 31, 2000.

Certain prior period amounts have been reclassified to conform to the
current period presentation.

2. Commitments and Contingencies

In November 1998, the Company initiated litigation against Brian To, a
former director, officer and consultant of the Company, Tarrenz Inc. and
Tarrenz Management Consultants, Inc., entities owned by Brian To (collectively
referred to as the defendants), in the Superior Court of the State of
California for the County of San Diego. The complaint alleges breach of
contract, breach of fiduciary duty and other tort claims arising from services
the defendants performed for or on behalf of the Company. The Company is
seeking recovery of compensation, stock, stock options and expense
reimbursements. In response to the Complaint, the defendants filed a Motion to
Compel Arbitration.

The Court issued an order compelling the case to arbitration on Friday,
March 12, 1999. On April 26, 1999, the defendants answered and denied the
allegations of the complaint and filed a cross-complaint against the Company
alleging breach of contract, misrepresentation, slander, intentional infliction
of emotional distress and fraud. Arbitration has been scheduled October 1
through October 23, 2001.

On October 23, 2000, the Company filed a second action against Brian To,
and his attorneys, for breach of an agreement between the parties, which would
have resolved all issues. The Company is seeking to enforce the settlement
agreement. On June 8, 2001, during a case management conference, the court
directed that both cases move forward together in arbitration scheduled October
1 through October 23, 2001.

In light of the limited discovery allowed in arbitration, it is difficult
to evaluate defendants claims. However, in the opinion of management, the
ultimate resolution of the litigation is not expected to have a material effect
on the Companys position or results of operations.

7



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##### Table of Contents



Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS  (Continued)

3. Shareholders Equity

The holder of the Series A Convertible Preferred Stock (Series A
Preferred) was entitled to receive quarterly dividends at an annual rate of 6%
payable in shares of the Companys Common Stock. Each share of Series A
Preferred was convertible at the option of the holder into shares of Common
Stock of the Company. On March 22, 2001, 100,000 shares of Preferred Stock
were converted into 117,647 shares of Common Stock. Additionally, on March 23,
2001, the remaining 221,500 shares of Preferred Stock were converted into
260,588 shares of Common Stock. On March 15, 2001, the Company issued a
dividend of 11,690 shares of Common Stock valued at approximately $9,645.
Additionally, on March 23, 2001, the Company issued a final dividend of 2,064
shares of Common Stock valued at approximately $805.

4. 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. The Company has incurred
losses since inception. For the six months ended June 30, 2001, the Company
had net losses of approximately $763,000. As of June 30, 2001, the Company had
an accumulated deficit of approximately $13,500,000. The Companys management
expects that the financial resources necessary to fund the Companys planned
activities for 2001 exceed its currently available working capital. The
Companys future capital requirements will be dependent upon many factors,
including, but not limited to, costs associated with continued research and
development of the Companys proprietary polymer materials, costs associated
with the filing and enforcement of the Companys patents, costs associated with
manufacturing scale-up and market acceptance, and the timing thereof, of the
Companys products. The Company will need to secure additional financing
through partnership arrangements or through the issuance of additional equity
and/or debt securities or through other means. There can be no assurance that
the Company will be able to generate positive cash flows or profitability in
the future.

5. Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued SFAS No.
141, Business Combinations (effective July 1, 2001) and SFAS No. 142,
Goodwill and Other Intangible Assets (effective for Planet on January 1,
2002). SFAS No. 141 prohibits pooling-of-interests accounting for acquisitions.
SFAS No. 142 specifies that goodwill and some intangible assets will no longer
be amortized but instead will be subject to periodic impairment testing.
Intangible assets that are subject to amortization will also be subject to
periodic impairment testing. The Company believes that the adoption of these
new accounting standards will not have a material impact on the Companys
financial position or results of operations.

6. Subsequent Event

On July 18, 2001, the Companys Common Stock was delisted from the Nasdaq
Small Cap Stock Market due to non-compliance with Nasdaqs net tangible assets
and minimum bid pricing requirements.

8



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##### Table of Contents









PART I  FINANCIAL INFORMATION
Item 2  Managements Discussion and Analysis of Financial
Condition and Results of Operations

Planet Polymer Technologies, Inc.

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s Form 10-KSB for the fiscal year ended December 31, 2000.

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, support the Companys marketing efforts and establish a pilot
production facility, in addition to research and development.

Planet has incurred operating losses since inception and had an
accumulated deficit as of June 30, 2001 of approximately $13.5 million.
Pending commercial deployment of and related volume orders for the Companys
products, the Company expects to incur additional losses.

RESULTS OF OPERATIONS

The Companys revenues decreased to approximately $71,000 for the three
months ended June 30, 2001 from approximately $307,000 for the same period in
2000 and to approximately $160,000 for the six months ended June 30, 2001 from
approximately $540,000 for the same period in 2000. These decreases were
primarily attributable to lower EnviroPlastic® Z resin sales to the Toro
Company. Planet was informed that Toro had converted away from
Planets material to reduce costs and was given no advance notice of the
product change. There was also lower Agway development income during the
period.

Cost of sales decreased to approximately $68,000 for the three months
ended June 30, 2001 from approximately $219,000 for the same period in 2000 and
to approximately $141,000 for the six months ended June 30, 2001 from
approximately $407,000 for the same period in 2000. These decreases were
primarily due to decreased revenues and associated lower raw material costs.

General and administrative expenses decreased to approximately $210,000
for the three months ended June 30, 2001 from approximately $269,000 for the
same period in 2000 and to approximately $433,000 for the six months ended June
30, 2001 from approximately $514,000 for the same period in 2000. These
decreases were primarily attributable to reduced use of outside services.
These were partially offset by increased salaries resulting from the addition
of a new Chief Executive Officer in October 2000 offset by fewer administrative
staff and the reallocation of the former Chief Executive Officers salary to
research and development. During 2000, the former Chief Executive Officers
salary was allocated equally between general and administrative expenses,
marketing expenses and research and development expenses. Beginning in 2001,
with the addition of the new Chief Executive Officer, his duties and salary are
now entirely allocated to research and development.

9



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##### Table of Contents



Item 2  Managements Discussion and Analysis of Financial
Condition and Results of Operations  (Continued)

Planet Polymer Technologies, Inc.

Marketing expenses decreased to approximately $58,000 for the three months
ended June 30, 2001 from approximately $66,000 for the same period in 2000.
This decrease was primarily attributable to reduced use of a metal injection
molding consultant. Marketing expense increased to approximately $138,000 for
the six months ended June 30, 2001 from approximately $108,000 for the same
period in 2000. This increase was primarily attributable to increased costs
associated with the promotion of AQUAMIM®, additional trade shows, salaries
resulting from the addition of a new Chief Executive Officer in October 2000,
the payment of a bonus offset by the reallocation of the former Chief Executive
Officers salary to research and development.

Research and development expenses decreased to approximately $65,000 for
the three months ended June 30, 2001 from approximately $72,000 for the same
period in 2000. This decrease was primarily due to savings related to employee
terminations offset partially by the reallocation of the former Chief Executive
Officers salary. Research and development expenses increased to approximately
$229,000 for the six months ended June 30, 2001 from approximately $136,000 for
the same period in 2000. This increase was primarily due to an increase in
internal research and development, severance costs related to employee
terminations, and the reallocation of the former Chief Executive Officers
salary. Beginning in 2001, with the addition of the new Chief Executive
Officer, the former Chief Executive Officers salary is now entirely allocated
to research and development.

LIQUIDITY AND CAPITAL RESOURCES

On January 7, 2000, the Company sold all of its common stock shares of
Deltco. In accordance with the Purchase Agreement, the Company received total
proceeds of $1,000,000 in the form of $900,000 in cash and $100,000 in a
secured promissory note in consideration of the sale of its Deltco common
stock. This note is collateralized by all of the equipment, accounts,
inventory, supplies and personal property now held or hereafter acquired by
Deltco.

The Company used cash of approximately $738,000 for continuing operations
for the six months ended June 30, 2001. Such funds were used primarily for
research and development activities, marketing efforts and administrative
support.

Net cash used for investing activities was approximately $17,000 for the
six months ended June 30, 2001. Such funds were used primarily for payments
for the purchase of equipment.

Net cash provided by financing activities of approximately $36,000 for the
six months ended June 30, 2001 resulted from proceeds of approximately $41,000
from the issuance of Common Stock partially offset by approximately $5,000 used
for payments associated with capital lease obligations.

The Company believes that its existing sources of liquidity and
anticipated revenue will satisfy the Companys projected working capital and
other cash requirements through at least September 2001. There can be no
assurance, however, that future revenue decreases or changes in the Companys
plans or other events affecting the Companys operating expenses will not
result in the expenditure of the Companys resources. The Company expects that
it will need to raise substantial additional funds to continue its current and
planned operations. The Company intends to seek additional funding from
existing and potential customers or through public or private equity or debt
financing. The Company is currently seeking funds via a $2 million Private
Placement Offering scheduled to close on or before August 15, 2001. On July
18, 2001, the Companys Common Stock was delisted from the Nasdaq Small
Cap Stock Market due to non-compliance with Nasdaqs net tangible assets
and minimum bid pricing
10Table of Contents

Item 2  Managements Discussion and Analysis of Financial
Condition and Results of Operations  (Continued)

Planet Polymer Technologies, Inc.

requirements. There can be no assurance that this
Offering will result in additional funds or that additional financing will be
available on acceptable terms, or at all.

11



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##### Table of Contents









PART II  OTHER INFORMATION

Planet Polymer Technologies, Inc.







Item 1  Legal Proceedings:

See Note 2  Commitments and Contingencies in the Notes to Unaudited
Financial Statements for a review of the Companys current litigation.







Item 2  Changes in Securities:

None







Item 3  Defaults upon Senior Securities:

None







Item 4  Submission of Matters to a Vote of Security Holders:



| |  | The Annual Meeting of Shareholders of Planet Polymer Technologies, Inc. (the Annual
Meeting) was held on May 7, 2001 in San Diego, California.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Proposal 1  Election of Directors                                                                                                              
|
| |  | Each of the candidates listed below were duly elected to the Board of Directors at the Annual
Meeting by the tally indicated.                   

|                                                                                                                                                             |  |                |                                                                                 |                |  |  |                                                         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ------------------------------------------------------------------------------- | -------------- |  |  | ------------------------------------------------------- | 
|Candidate                                                                                                                                                    |  | Votes in Favor |                                                                                 | Votes Withheld
|                                                                                                                                                             |  |                |                                                                                 |               
|Robert J. Petcavich, Ph.D.
Richard C. Bernier
Michael M. Coleman, Ph.D.
H.M. Busby
Dennis J. LaHood
Thomas A. Landshof
Peter J. ONeill
Ronald B. Sunderland |  |                | 8,033,370
8,033,370
8,033,370
8,033,370
8,033,370
8,033,370
8,033,370
8,033,370 |                |  |  | 46,896
46,896
46,896
46,896
46,896
46,896
46,896
46,896 | 



| |  | Proposal 2  Ratification of Selection of Independent Auditors
| |  | --------------------------------------------------------------

|               |  |               |        |                 |  |  |       | 
|-------------- |  | ------------- | ------ | --------------- |  |  | ----- | 
|Votes in Favor |  | Votes Against |        | Votes Abstained
|               |  |               |        |                
|8,061,697      |  |               | 10,009 |                 |  |  | 8,560 | 







Item 5  Other Information:

None

12



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##### Table of Contents



PART II  OTHER INFORMATION  (Continued)

Planet Polymer Technologies, Inc.







Item 6  Exhibits and Reports on Form 8-K:



| | (a) |  | Exhibits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (b) |  | Reports on Form 8-K:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | On July 24, 2001, the Company filed a Current Report on Form 8-K to report that
the Companys Common Stock was delisted from the Nasdaq Small Cap Market on
July 18, 2001 due to non-compliance with Nasdaqs net tangible assets and
minimum bid pricing requirements. The Current Report also disclosed that the
Company extended the Private Placement Offering closing date from Monday, July
16, 2001 to Wednesday, August 15, 2001. Additionally, the Current Report
announced changes to the Companys Board of Directors. Effective July 13,
2001, Dennis J. LaHood resigned. Michael M. Coleman and Thomas A. Landshof
notified the Company that they will resign effective August 14, 2001.

13



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##### Table of Contents



Planet Polymer Technologies, Inc.







SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                                                                                                                                     |                       
| | ----------------------------------------------------------------------------------------------------------------------------------- | ----------------------
| | Planet Polymer Technologies,
Inc.                                                                                                  
|
| | By:                                                                                                                                 | /s/ RICHARD C. BERNIER
| |                                                                                                                                    
| | Richard C. Bernier
Chief Executive Officer
(On behalf of Registrant and as Registrants
Principal Financial and Accounting Officer)

14