##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
 For Quarterly Period Ended September 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
 Commission File Number: 0-26804
 PLANET TECHNOLOGIES, INC.
 (Formerly 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.)6835 Flanders Drive, Suite 100, San Diego, California
    
    92121(Address of principal executive offices)
    
    (Zip Code)(858) 457-4742(Issuers telephone number, including area code)
  þ o
  o þ
  Class
    
    
    Outstanding at November 14, 2005Common Stock, no par value
    
    
    3,986,368




---



Page No.PART I  Financial StatementsItem 1
    
    Condensed Consolidated Balance Sheet (Unaudited) September 30, 2005
    
    2Condensed Consolidated Statements of Operations (Unaudited) Three and Nine Months Ended September 30, 2005 and 2004
    
    3Condensed Consolidated Statement of Shareholders Equity (Deficiency) (Unaudited) Nine Months Ended September 30, 2005
    
    4Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2005 and 2004
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    11Item 3
    
    Controls and Procedures
    
    13PART II  Other InformationItem 2
    
    Changes in Securities and Use of Proceeds Unregistered Sales of Securities and Use of Proceeds
    
    14Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    14Item 6
    
    Exhibits
    
    15SIGNATURES
    
    
    
    16EXHIBIT 31.1EXHIBIT 32.1
  -1-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
 September 30, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    671,130Accounts receivable, less allowance for doubtful accounts of $5,500
    
    
    82,862Inventory
    
    
    694,891Other current assets
    
    
    285,632Total current assets
    
    
    1,734,515Equipment and improvements, net
    
    
    133,538Deferred acquisition costs
    
    
    26,190Unallocated excess purchase price (Note 6)
    
    
    2,719,094Total
    
    $
    4,613,337LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of convertible notes payable to shareholder
    
    $
    140,125Current portion of long-term debt
    
    
    20,142Accounts payable
    
    
    1,013,796Accrued expenses
    
    
    185,177Total current liabilities
    
    
    1,359,240Convertible notes payable to shareholder, net of current portion
    
    
    12,471Long-term debt, net of current portion
    
    
    984Total liabilities
    
    
    1,372,695Shareholders 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 outstandingCommon
stock, no par value, 20,000,000 shares authorized, 3,986,368 shares issued and outstanding
    
    
    7,693,296Accumulated deficit
    
    
    (4,452,654
    )Total shareholders equity
    
    
    3,240,642Total
    
    $
    4,613,337
  -2-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Sales
    
    $
    1,183,459
    
    
    $
    258,033
    
    
    $
    1,625,720
    
    
    $
    978,471Cost of sales
    
    
    670,278
    
    
    
    95,556
    
    
    
    831,365
    
    
    
    347,451Gross profit
    
    
    513,181
    
    
    
    162,477
    
    
    
    794,355
    
    
    
    631,020Operating expenses:Selling
    
    
    388,122
    
    
    
    149,519
    
    
    
    716,040
    
    
    
    489,569General and administrative
    
    
    402,245
    
    
    
    113,518
    
    
    
    812,256
    
    
    
    572,388Total operating expenses
    
    
    790,367
    
    
    
    263,037
    
    
    
    1,528,296
    
    
    
    1,061,957Loss from operations
    
    
    (277,186
    )
    
    
    (100,560
    )
    
    
    (733,941
    )
    
    
    (430,937
    )Other (expense) income
    
    
    (765
    )
    
    
    3,044
    
    
    
    (4,067
    )
    
    
    (4,500
    )Interest expense
    
    
    (2,973
    )
    
    
    (52,807
    )
    
    
    (11,950
    )
    
    
    (157,198
    )Net loss
    
    $
    (280,924
    )
    
    $
    (150,323
    )
    
    $
    (749,958
    )
    
    $
    (592,635
    )Net loss per share, basic and diluted
    
    $
    (0.09
    )
    
    $
    (0.09
    )
    
    $
    (0.30
    )
    
    $
    (0.36
    )Weighted average shares used in
computing net loss per share  basic and
diluted
    
    
    3,226,078
    
    
    
    1,663,170
    
    
    
    2,537,394
    
    
    
    1,660,161
  -3-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED
STATEMENT OF SHAREHOLDERS EQUITY (DEFICIENCY) (UNAUDITED)
 Nine Months Ended September 30, 2005
 Common Stock
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Deficit
    
    
    TotalBalance at January 1, 2005
    
    
    2,068,361
    
    
    $
    3,198,296
    
    
    $
    (3,702,696
    )
    
    $
    (504,400
    )Issuance of common stock for cash
    
    
    1,318,007
    
    
    
    3,295,000
    
    
    
    
    
    
    
    3,295,000Issuance of common stock for
investment in Allergy Control
Products
    
    
    600,000
    
    
    
    1,200,000
    
    
    
    
    
    
    
    1,200,000Net loss
    
    
    
    
    
    
    
    
    
    
    (749,958
    )
    
    
    (749,958
    )Balance at September 30, 2005
    
    
    3,986,368
    
    
    $
    7,693,296
    
    
    $
    (4,452,654
    )
    
    $
    3,240,642
  -4-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Nine Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004Operating activities:Net loss
    
    $
    (749,958
    )
    
    $
    (592,635
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation and amortization
    
    
    57,817
    
    
    
    65,542Changes in operating assets and liabilities, net of
acquisition:Accounts receivable
    
    
    29,833
    
    
    
    53Inventory
    
    
    (41,070
    )
    
    
    62,537Other current assets
    
    
    5,914
    
    
    
    3,869Interest payable
    
    
    (8,543
    )
    
    
    145,401Accounts payable
    
    
    (91,502
    )
    
    
    127,322Accrued expenses
    
    
    (331,711
    )
    
    
    100,710Net cash used in operating activities
    
    
    (1,129,220
    )
    
    
    (87,201
    )Investing activities:Proceeds from sale of equipment
    
    
    
    
    
    
    2,364Purchase of Allergy Control Products, net of cash acquired
    
    
    (1,431,490
    )
    
    
    Deferred acquisition costs
    
    
    (133,097
    )
    
    
    (21,886
    )Purchases of equipment and improvements
    
    
    (18,787
    )
    
    
    Net used in investing activities
    
    
    (1,583,374
    )
    
    
    (19,522
    )Financing activities:Advance from related party
    
    
    
    
    
    
    120,000Repayments of advances from related party
    
    
    (185,000
    )
    
    
    Vendor promissory note
    
    
    (1,038
    )
    
    
    Principal payment on notes payable
    
    
    (100,161
    )
    
    
    (183,612
    )Proceeds from issuance of common stock
    
    
    3,295,000
    
    
    
    Proceeds from issuance of investors notes payable
    
    
    
    
    
    
    75,000Net cash provided by financing activities
    
    
    3,008,801
    
    
    
    11,388Net increase (decrease) in cash and cash equivalents
    
    
    296,207
    
    
    
    (95,335
    )Cash and cash equivalents, beginning of period
    
    
    374,923
    
    
    
    128,005Cash and cash equivalents, end of period
    
    $
    671,130
    
    
    $
    32,670Supplementary disclosure of cash flow data:Cash paid for interest
    
    $
    20,340
    
    
    $
    11,798
  -5-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
   2. Liquidity and Capital Resources
  Determining Whether a Nonmonetary Transaction Involves Receipt of
Productive Assets or of a Business
  -6-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   www.sec.gov
 3. Loss Per Share
   4. Stock-Based Compensation
    -7-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 th
 th
 th
  Three Months Ended September 30
    
    
    Nine Months Ended September 302005
    
    
    2004
    
    
    2005
    
    
    2004Net loss, as reported
    
    $
    (280,924
    )
    
    $
    (150,322
    )
    
    $
    (749,958
    )
    
    $
    (592,635
    )Stock-based employee compensation
expense assuming a fair value based
method had been used for all awards, net
of tax
    
    
    (93,000
    )
    
    
    (11,447
    )
    
    
    (166,000
    )
    
    
    (34,341
    )Net loss, pro forma
    
    $
    (373,924
    )
    
    $
    (161,769
    )
    
    $
    (915,958
    )
    
    $
    (626,976
    )Basic net loss per share, as reported
    
    $
    (.09
    )
    
    $
    (0.09
    )
    
    $
    (0.30
    )
    
    $
    (0.36
    )Basic net loss per share, pro forma
    
    $
    (0.12
    )
    
    $
    (0.10
    )
    
    $
    (0.36
    )
    
    $
    (0.38
    )
  5. Operating lease
  -8-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 6. Acquisition
    August 11, 2005Current assets
    
    $
    1,225,825Equipment and improvements
    
    
    71,498Unallocated excess purchase price
    
    
    2,719,094Total assets acquired
    
    
    4,016,417Current Liabilities
    
    
    (1,204,460
    )Long-term debt
    
    
    (1,523
    )Total liabilities assumed
    
    
    (1,205,983
    )Net assets acquired
    
    $
    2,810,434
   -9-




---



##### Table of Contents



PLANET TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Sales
    
    $
    2,010,749
    
    
    $
    2,172,693
    
    
    $
    6,373,909
    
    
    $
    6,765,110Net loss
    
    $
    (943,275
    )
    
    $
    (317,878
    )
    
    $
    (1,553,117
    )
    
    $
    (872,709
    )Net loss per share,
basic and diluted
    
    $
    (0.24
    )
    
    $
    (0.09
    )
    
    $
    (0.49
    )
    
    $
    (0.26
    )Weighted average
shares used in
computing net loss
per share  basic
and diluted
    
    
    3,986,361
    
    
    
    3,369,170
    
    
    
    3,179,986
    
    
    
    3,366,161
 7. Issuance of Common Stock for Cash
  -10-




---



##### Table of Contents



PART 1  FINANCIAL INFORMATION
 
 Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Planet Technologies, Inc. and Subsidiary
 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, 2004.
        -11-




---



##### Table of Contents



PART 1  FINANCIAL INFORMATION
Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
     Three months ended September 30, 2005 compared to three months ended September 30, 2004
     Nine months ended September 30, 2005 compared to nine months ended September 30, 2004
   -12-




---



##### Table of Contents



PART 1  FINANCIAL INFORMATION
Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Planet Technologies, Inc and Subsidiary
        www.sec.gov
 
    -13-




---



##### Table of Contents



PART
II  OTHER INFORMATION
 Planet Technologies, Inc. and Subsidiary
 
         
    Name
    
    For
    
    AgainstScott L. Glenn
    
    1,633,738
    
    
    171H. Mac Busby
    
    1,633,738
    
    
    171Ellen Preston
    
    1,633,908
    
    
    1Michael Trinkle
    
    1,633,738
    
    
    171Eric B. Freedus
    
    1,633,908
    
    
    1
 -14-




---



##### Table of Contents



PART
II  OTHER INFORMATION
 Planet Technologies, Inc. and Subsidiary
         
  www.sec.gov
 
     -15-




---



##### Table of Contents



Planet Technologies, Inc.
 
   Date: November 21, 2005
    Planet Technologies, Inc./s/ Scott L. GlennScott L. GlennChief Executive Officer /s/ Francesca DiNotaFrancesca DiNotaChief Financial Officer and
Chief Accounting Officer