##### 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 September 30, 2003

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(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) 549-5131(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
    
    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 September 30, 2003Common Stock, no par value
    
    6,207,884






---

TABLE OF CONTENTS



|             |                                                               |                                                                                   |  |  |  |  |  | 
|------------ | ------------------------------------------------------------- | --------------------------------------------------------------------------------- |  |  |  |  |  | 
|             |                                                               | CONDENSED BALANCE SHEET (UNAUDITED)                                              
|             |                                                               | CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)                                   
|             |                                                               | CONDENSED STATEMENT OF SHAREHOLDERS EQUITY, NINE MONTHS ENDED SEPTEMBER 30, 2003
|             |                                                               | CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)                                   
|             |                                                               | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                                
|             | Item 2  Managements Discussion and Analysis of Financial   
|             | 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  
|EXHIBIT 31.1
|EXHIBIT 32.1



---



##### Table of Contents



Planet Polymer Technologies, Inc.
Form 10-QSB Quarterly Report
Quarter Ended September 30, 2003

INDEX

Page No.PART I  Financial InformationItem 1
    
    Condensed Balance Sheet (Unaudited)
September 30, 2003
    
    F-2Condensed Statements of Operations (Unaudited)
Three Months Ended September 30, 2003 and 2002
Nine Months Ended September 30, 2003 and 2002
    
    F-3Statement of
Shareholders Equity, Nine Months Ended September 30, 2003
    
    F-4Condensed Statements of Cash Flows (Unaudited)Nine Months Ended September 30, 2003 and 2002
    
    F-5Notes to Unaudited Condensed Financial Statements
    
    F-6Item 2
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    9Item 3
    
    Controls and Procedures
    
    12PART 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
    
    14






---



##### Table of Contents



PLANET POLYMER TECHNOLOGIES, INC.




CONDENSED BALANCE SHEET (UNAUDITED)



---



September 30,2003ASSETSCurrent assets:Cash
    
    $
    30,510Accounts receivable
    
    
    27,913Note receivable
    
    
    126,865Prepaid expenses and other current assets
    
    
    179Total current assets
    
    
    185,467Property and equipment, net
    
    
    4,677Patents, trademarks and license agreements, net of accumulated amortization of $74,306
    
    
    157,030Note receivable
    
    
    89,631Other assets
    
    
    5,761Total assets
    
    $
    442,566LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities  accounts payable
    
    $
    58,556Commitments and contingenciesShareholders equity:Preferred Stock, no par value,
4,250,000 shares authorized,
no shares issued or outstandingSeries A Convertible Preferred Stock, no par value,
750,000 shares authorized,
no shares issued or outstandingCommon Stock, no par value,
20,000,000 shares authorized,
6,207,884 shares issued and outstanding
    
    
    11,648,991Additional paid-in capital
    
    
    3,000,000Accumulated deficit
    
    
    (14,264,981
    )Total shareholders equity
    
    
    384,010Total liabilities and shareholders equity
    
    $
    442,566


SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

F-2



---



##### Table of Contents



PLANET POLYMER TECHNOLOGIES, INC.




CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)



---



Three months ended September 30,
    
    Nine months ended September 30,2003
    
    2002
    
    2003
    
    2002Revenues
    
    $
    8,534
    
    
    $
    63,879
    
    
    $
    174,874
    
    
    $
    141,648Operating expenses:Cost of revenues
    
    
    982
    
    
    
    46,798
    
    
    
    3,424
    
    
    
    102,258General and administrative
    
    
    46,665
    
    
    
    147,993
    
    
    
    316,849
    
    
    
    335,002Marketing
    
    
    
    
    
    
    33,461
    
    
    
    
    
    
    
    83,014Research and development
    
    
    
    
    
    
    22,687
    
    
    
    
    
    
    
    107,642Loss
on impairment of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,159Total operating expenses
    
    
    47,647
    
    
    
    250,939
    
    
    
    320,273
    
    
    
    690,075Loss from operations
    
    
    (39,113
    )
    
    
    (187,060
    )
    
    
    (145,399
    )
    
    
    (548,427
    )Other income, net
    
    
    3,854
    
    
    
    4,894
    
    
    
    291,342
    
    
    
    25,509Net income (loss) applicable to common shareholders
    
    $
    (35,259
    )
    
    $
    (182,166
    )
    
    $
    145,943
    
    
    $
    (522,918
    )Net income (loss) per share applicable to common shareholders (basic and diluted)
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    0.02
    
    
    $
    (0.06
    )Weighted average shares outstanding used in per share computations
    
    
    6,207,884
    
    
    
    9,207,884
    
    
    
    6,207,884
    
    
    
    9,182,312


SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

F-3



---



##### Table of Contents



PLANET POLYMER TECHNOLOGIES, INC.




CONDENSED STATEMENT OF
SHAREHOLDERS EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2003



---



Common Stock
    
    Additional
    
    AccumulatedShares
    
    Amount
    
    Paid-in Capital
    
    Deficit
    
    TOTALBalance at January 1, 2003
    
    
    9,207,884
    
    
    $
    14,648,991
    
    
    $
    
    
    
    $
    (14,410,924
    )
    
    $
    238,067Common Stock received in
Agway contract amendment
and retired
    
    
    (3,000,000
    )
    
    
    (3,000,000
    )
    
    
    3,000,000
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,943
    
    
    
    145,943Balance at September 30, 2003
    
    
    6,207,884
    
    
    $
    11,648,991
    
    
    $
    3,000,000
    
    
    $
    (14,264,981
    )
    
    $
    384,010


SEE NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS

F-4



---



##### Table of Contents



PLANET POLYMER TECHNOLOGIES, INC.




CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)



---



Nine months ended September 30,2003
    
    2002Cash flows from operating activities:Net income (loss)
    
    $
    145,943
    
    
    $
    (522,918
    )Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation and amortization
    
    
    14,575
    
    
    
    22,209Bad debts
    
    
    
    
    
    
    80,000Loss from impairment of intangible assets
    
    
    
    
    
    
    62,159Gain on sale of property and equipment
    
    
    (1,300
    )
    
    
    (13,500
    )Gain on sale of long-lived assets
    
    
    (275,610
    )
    
    
    Issuance of Common Stock for services
    
    
    
    
    
    
    6,340Changes in assets and liabilities:Accounts receivable
    
    
    6,760
    
    
    
    78,162Prepaid expenses and other current assets
    
    
    10,033
    
    
    
    49,702Accounts payable
    
    
    30,740
    
    
    
    (33,632
    )Accrued expenses
    
    
    (21,942
    )
    
    
    (55,404
    )Net cash used in operating activities
    
    
    (90,801
    )
    
    
    (326,882
    )Cash flows from investing activities:Proceeds from the sale of property and equipment
    
    
    1,300
    
    
    
    13,500Proceeds from note receivable
    
    
    105,230
    
    
    
    112,831Net cash provided by investing activities
    
    
    106,530
    
    
    
    126,331Cash flows from financing activities:Principal payments on borrowings and capital lease obligations
    
    
    
    
    
    
    (39,675
    )Net cash used in financing activities
    
    
    
    
    
    
    (39,675
    )Net increase (decrease) in cash
    
    
    15,729
    
    
    
    (240,226
    )Cash at beginning of period
    
    
    14,781
    
    
    
    291,479Cash at end of period
    
    $
    30,510
    
    
    $
    51,253Supplemental non-cash investing and financing activities:Issuance of Common Stock for services
    
    
    
    
    
    $
    6,340


SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

F-5



---



##### Table of Contents






Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



|1. |  | Basis of Presentation
|-- |  | ---------------------

In
managements opinion, the accompanying unaudited condensed 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 nine months ended September 30, 2003, are
not necessarily indicative of results that may be expected for the year ending
December 31, 2003. For additional information, refer to the Companys
financial statements and notes thereto for the year ended December 31, 2002,
contained in the Companys Form 10-KSB for the fiscal year ended December 31,
2002.

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



|2. |  | 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. Until the most recent period,
the Company has incurred losses since inception. As of September 30, 2003, the
Company had an accumulated deficit of approximately $14,264,981. 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. The
Company has reduced staff and operating expenses, reduced or sold non-Agway or
agricultural assets, while continuing to provide technical research and
development for Agways FreshSeal and Optigen products activities through an
independent consultant. 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
maintain profitability through December 31, 2003. The Company is evaluating
alternatives to raise additional equity and/or reduce the cost structure of the
Company.

During the nine months ended September 30, 2003, the Company recovered
certain assets previously sold to Ryer Industries, LLC (Ryer), due to
non-payment by Ryer. In May 2003, the Company resold these assets to Ryer
Enterprises, LLC, a newly created entity that intends to continue the
commercial use of the related AQUAMIM assets. The sales price was $301,000,
with $25,000 received in May and the remainder payable over two years. In
addition, the Company has licensed to Ryer Enterprises, LLC, certain patent
rights for future royalties payable monthly over an eight year period, after
which the Company will transfer the patents to Ryer Enterprises, LLC.



|3. |  | 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

F-6



---



##### Table of Contents



Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

potential common shares
consist of the incremental common shares issuable upon conversion of the
convertible preferred stock 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 and nine months ended September 30, 2003 and September 30, 2002,
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 and nine months ended
September 30, 2003 was 1,414,941.



|4. |  | 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 September 30, 2003, and September 30, 2002,
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:

Three Months Ended September 30
    
    Nine Months Ended September 302003
    
    2002
    
    2003
    
    2002Net income (loss), as reported
    
    $
    (35,259
    )
    
    $
    (182,166
    )
    
    $
    145,943
    
    
    $
    (522,918
    )Stock-based employee
compensation expense assuming
a fair value based method had
been used for all awards
    
    
    (17,700
    )
    
    
    (19,000
    )
    
    
    (45,100
    )
    
    
    (62,300
    )Net Income (loss), pro forma
    
    $
    (52,959
    )
    
    $
    (201,166
    )
    
    $
    100,843
    
    
    $
    (585,218
    )Basic earnings (loss) per
share, as reported
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    0.02
    
    
    $
    (0.06
    )Basic earnings (loss) per
share, pro forma
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    0.02
    
    
    $
    (0.06
    )


F-7



---



##### Table of Contents



Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



|5. |  | Agway Contract Amendments
|-- |  | -------------------------

During the nine months ended September 30, 2003, the Company restructured
certain patent sale and license agreements with Agway resulting in the receipt
of $130,000 in license revenue related to the FreshSeal and Optigen products.
The amended agreements also call for the Company to receive future royalty
payments based on varying percentages of future revenues generated by Agway
from sales of related products. During this quarter, the Company received
royalties in the amount of approximately $1,400.00 from the sales of the
underlying products.



|6. |  | Legal Proceedings
|-- |  | -----------------

On October 31, 2003, H.G. Fenton Company, as Landlord of the premises
currently leased by the Company, initiated a complaint in the Superior Court of
the State of California, County of San Diego, for unlawful detainer seeking
recovery of the premises and past due rent in the amount of approximately
$2,000. The Company had previously notified the Landlord of its intention to
terminate the Lease and vacate the premises. The Company disagreed with the
Landlord over the amount the Landlord claimed to be due as a result of early
termination of the Lease. The Company had placed with the Landlord a security
deposit equal to approximately three (3) months rent which the Company believes
adequately compensates the Landlord for early termination of the Lease.

F-8



---



##### 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sForm 10-KSBfor the fiscal year ended December 31, 2002.

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.

Until the first quarter of 2003, Planet had incurred operating losses
since inception and had an accumulated deficit as of September 30, 2003 of
approximately 14.2 million. The Companys only anticipated source of revenues
is from royalties from Agway, Inc., and Ryer Enterprises, LLC, which are not
expected to be sufficient to maintain profitability through December 31, 2003.

RESULT OF OPERATIONS

The net loss for the three months ended September 30, 2003, was
approximately $35,000 compared to a net loss of approximately $182,000 for the
three month period ended September 30, 2002. The Company recognized net income
for the nine months ended September 30, 2003, of approximately $146,000
compared to a net loss of approximately $523,000 for the same period of 2002.
The Companys revenues decreased to approximately $8,500 for the three months
ended September 30, 2003 from approximately $64,000 for the same period in 2002
as a result of the continued decline of the Companys activities. However,
year-to-date revenue has increased $32,000 from the same period in 2002. This
increase is attributable to the receipt of $130,000 in license revenue from
Agway, Inc. related to the restructuring of certain patent sale and licensing
agreements with Agway, Inc., with respect to the FreshSeal and Optigen
products. Additional royalty revenues from Agway, Inc., for the three month
period ended September 30, 2003, were approximately $1,400 and only minimal
royalties are expected in the fourth quarter of 2003. For the period ended
September 30, 2003, no royalties were realized relating to AQUAMIM.

Agway has advised Planet that it has discontinued sales of Optigen coated
feed products pending the submission and approval, if given, of a feed additive
petition with the Food and Drug Administration. The requirement to submit and
obtain approval of a food additive petition could significantly delay
realization of royalties on the sale of Optigen products and obtaining
regulatory approval is always uncertain. Agway has further advised Planet that
it is seeking a buyer for both the FreshSeal and Optigen lines of business as
part of Agways bankruptcy process. In connection with seeking a buyer for the
Optigen line of business, Agway has advised Planet that the sale of this
business line has been complicated by the inability to resolve certain patent
infringement issues which have been raised by another company. While there is
still some optimism that significant sales of Optigen coated feed products
could develop which could generate significant royalties for the Company,
significant and

9



---



##### 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.

material uncertainties remain relating to the regulatory approval process,
patent infringement issues, and the continuation of the Agway bankruptcy
proceedings.

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, a newly formed entity which intends to continue the
commercial employment of the AQUAMIM products. The sale price for the AQUAMIM
assets is $301,000 with a down payment of $25,000 and twenty-four monthly
installments payable in the amount of $11,500 commencing June 1, 2003. In
addition, the Company has licensed to Ryer Enterprises, LLC, the patent rights
relating to the AQUAMIM products for royalties which will be 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, LLC, provided it is not
in default.

Cost of revenues decreased to approximately $1,000 for the three months
ended September 30, 2003, from approximately $47,000 for the same period in
2002. This decrease was primarily due to the fact the Company no longer
directly sells any products and has restricted other activities.

Total operating expenses decreased to approximately $48,000 for the three
months ended September 30, 2003, from approximately $251,000 for the same
period in 2002. This decrease was primarily attributable to the reduction of
the remaining staff.

The Company incurred no research and development expenses in the third
quarter of 2003 compared to approximately $23,000 for the three months ended
September 30, 2002. The Company anticipates limited or no further research and
development activities on new products.

Other income, net decreased from approximately $5,000 for the three months
ended September 30, 2002, to approximately $4,000 for the same period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company used cash of approximately $91,000 for operations for the nine
months ended September 30, 2003. Such funds were used primarily for
administrative support.

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 March 2004 to continue operations
as a public reporting company without raising additional capital. The Company
is evaluating alternatives to raise additional equity and/or reduce the cost
structure of the Company by de-registering under the Securities Exchange Act
and continuing as a privately held Company. If the Company de-registers it is
likely that no market will exist for the Companys shares. As a privately held
company with the Companys activities limited to collecting royalties from
third parties, the Company would endeavor to hold expenses to a minimum and
dividend net royalty income to shareholders. Although Agway, Inc. presented
the Company with revenue projections from the sale of the FreshSeal and Optigen
products being commercialized by Agway, which indicate that significant
royalties could be realized by Planet in as early as year 2004 and increasing
significantly for a ten year period, the ability of Agway or its successor to
realize such revenues is subject to material risks, including, without
limitation, the inability to obtain a no objection position from the FDA
relating to Optigen and requirement to file a food additive petition, market
acceptance of the products, product
production, and competition from competing products and potential patent
infringement claims. Due to

10



---



##### 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.

the continued material risks associated with the
ultimate commercialization of these products, no assurance can be made that net
royalty income will ever be adequate to pay significant dividends, if any. The
Company understands that Agway is in the process of trying to sell the
operating divisions of Agway responsible for both the FreshSeal product and the
Optigen product. The effect any such sale will have on the timing and amount
of royalties which may be received by the Company is uncertain. In addition to
royalty revenues from FreshSeal, if Agway is successful in selling the
FreshSeal business, the Company may receive from the purchase price up to
$200,000 pursuant to the Companys agreement with Agway.

There can be no assurance that the Companys efforts will result in
additional funds or that additional financing will be available on acceptable
terms, or at all.

11



---



##### Table of Contents



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Companys management, with the participation of the Companys Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Companys disclosure controls and procedures as of September 30, 2003.
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. Such evaluation did
not identify any change in the Companys internal control over financial
reporting that occurred during the quarter ended September 30, 2003 that has
materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

CHANGES IN INTERNAL CONTROLS

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

12



---



##### Table of Contents






Item 1  Legal Proceedings:

On October 31, 2003, H.G. Fenton Company, as Landlord of the premises
currently leased by the Company, initiated a complaint in the Superior Court of
the State of California, County of San Diego, for unlawful detainer seeking
recovery of the premises and past due rent in the amount of approximately
$2,000. The Company had previously notified the Landlord of its intention to
terminate the Lease and vacate the premises. The Company disagreed with the
Landlord over the amount Landlord claimed to be due as a result of early
termination of the Lease. The Company had placed with the Landlord a security
deposit equal to approximately three (3) months rent which the Company believes
adequately compensates the Landlord for early termination of the Lease.




Item 2  Changes in Securities:

None




Item 3  Defaults upon Senior Securities:

None




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

On July 9, 2003, the Company held its Annual Shareholders Meeting in which
the Shareholders elected the following individuals as Directors.

Director
    
    Votes For
    
    Votes Against or WithheldH. Mac Busby
    
    5,786,460
    
    29,084Robert Petavich, Ph.D.
    
    5,786,460
    
    29,084Ronald B. Sunderland
    
    5,786,460
    
    29,084


The Shareholders also ratified the selection of J.H. Cohn as Auditor with
5,785,857 votes cast for, 17,237 votes cast against, and 12,450 votes withheld.




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.Exhibit 31.2
    
    Certification of Principal Executive Officer and Financial Officer.


13



---



##### Table of Contents



(b) Reports on Form 8-K

Form 8-K filed August 22, 2003, which attached the Companys news release
dated August 22, 2003, as Exhibit 99.2 describing the Companys Second Quarter
revenues and expenses and discussing the Companys relationship with Agway.




SIGNATURES

In accordance with the requirements of Exchange Act, the Registrant has duly
caused this report on Form 10-QSB to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: November 14, 2003
    
    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)


14