SecProbe.io

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Mail Stop 6010

      							May 26, 2005

Scott L. Glenn
Chief Executive Officer and President
Planet Technologies, Inc.
6835 Flanders Drive, Suite 100
San Diego, California 92121

Re:	Planet Technologies, Inc.
	Preliminary Schedule 14A
      Filed April 29, 2005
      File No. 0-26804

   Form 10-KSB for the year ended December 31, 2004
	File No. 0-26804

Dear Mr. Glenn:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why a comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Preliminary Schedule 14A
General

1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples only and not intended as
exhaustive lists.  If our comments are applicable to portions of
your
filing that we have not cited as examples, please make the
appropriate changes in accordance with our comments.
2. In addition, please note that you are required to file with the
Commission any written instructions, scripts, and outlines that
will
be used by any person that solicits proxies on behalf of the
Company
through personal interview, telephone, or telegram, and all other
soliciting material that will be furnished to Planet Technologies
shareholders.  See Rules 14a-6(b) and (c) of the Exchange Act of
1934.
3. Please revise to indicate that the proxy statement and the form
of
proxy are preliminary copies.  Refer to Rule 14a-6(e)(1).
4. Please identify on the last page of the proxy statement the
information that you have incorporated by reference, as required
pursuant to Item 13(c)(2) of Schedule 14A.
5. Please update the financial statements and other financial
information in the Proxy as required by Rule 310(g) of Regulation
S-
B.  This requires that you provide additional financial
information
as of and for the period ended March 31, 2005, including your
report
on Form 10-QSB for that period.
6. Throughout the document, you occasionally mention the Asset
Purchase Agreement or state that you are purchasing some of the
assets and liabilities of ACP.  It appears that these are intended
to
be references to the merger agreement and the merger.  Is this is
so,
please revise.  If it is not, please advise us as to what asset
purchase you are referring.
7. We note that in Article 6.03 of the merger agreement, Planet
agrees to prepare and file a registration statement in connection
with the issuance of Planet common stock in the merger.  We note
that
the terms of this covenant are not discussed in the preliminary
proxy
statement.  Is your intention to register the sale of common stock
from Planet to the ACP shareholder in connection with the merger?
Please revise or advise.
Notice of Annual Meeting of Shareholders
8. Please disclose the deadline for returning proxies in the
bolded
legend at the bottom of the Notice, as well as in an appropriate
location in your Question and Answer section.

Summary Term Sheet, pages iv-vi
9. In the summary of Proposal 1 on page iv, please add a heading
entitled "Accounting Treatment," and state how you will account
for
the transaction and which party to the transaction will be deemed
the
acquiror for accounting purposes.  Also, add similar disclosure in
the more detailed discussion of the merger agreement, and as part
of
that disclosure, explain the ramifications of the accounting
treatment and accounting acquiror determination.
10. In your summary of page Proposal 2 on page v and in the body
of
the proxy statement on  page 23, you state that the shares
represented by executed proxies will vote for the election of the
nominees, "subject to the discretionary power to cumulate votes."
Similarly, on page 1, under the caption "Voting Rights and
Outstanding Shares," you state that the shareholders will grant
the
proxy holders discretionary authority to cumulate votes unless the
proxy holders are otherwise instructed.  This suggests that proxy
holders may, at their choosing, decide to cast the proxy granter`s
votes for directors in whatever proportion the proxy holders
determine.
While the ability of shareholders to cumulate their votes for
director nominees is commonplace, we note that you are granting
proxy
holders the discretionary authority to cumulate votes, and that
such
discretionary authority is the default rule unless shareholders
instruct otherwise.  Please confirm supplementally and provide
reasoning which supports your apparent conclusion that California
corporate law allows this grant of discretionary authority over
cumulative voting.  In addition, please make clear in your
disclosure
on pages v, 1, 23, and elsewhere as appropriate, that shareholders
are conferring this right upon the proxy holders and explain that,
unless instructed otherwise, proxy holders may allocate their
cumulated votes for the director nominees in whatever proportion
they
choose, name the proxy holders as part of this disclosure and
state
their intentions as to voting such proxies.

11. In addition, your proxy card should indicate that
discretionary
authority to cumulate votes for director is being granted to the
proxy holder.
12. In the summary of Proposal 3, please disclose the aggregate
number of shares you expect to award under the 2000 Plan in
connection with the merger.  Also, in the discussion of the
proposal
on page 32, expand the disclosure to include all of the
information
required by Items 10(a) and 10(b) of Schedule 14A, including the
table, if applicable, and disclose the terms of any specific
awards
you will make to ACP personnel in connection with the merger.
13. It appears that under Mr. Steube`s employment agreement, he is
entitled to receive options to purchase at least 100,000 shares of
common stock under the 2000 Plan.  If Proposal 3 does not pass,
will
you be able to grant these options?  Expand the disclosure to
discuss
this and the interdependence of this Proposal 3 and Proposal 1, if
any.
Introduction, pages 1-2

Voting Rights and Outstanding Shares, page 1
14. You state that abstentions will have the same effect as
negative
votes.  While this appears to be true as to Proposal 1, it may not
be
true as to Proposals 3 and 4.  Please revise or advise.

Dissenters` Rights, page 2

15. We note that you have included identical disclosure on pages 2
and 6 with respect to dissenters` rights of appraisal.  This
redundancy is unnecessary and should be eliminated.  Furthermore,
Item 3 of Schedule 14A requires that you indicate any statutory
procedure required to be followed by dissenting security holders
in
order to perfect rights of appraisal.  Your disclosure that
shareholders must notify the Company of their intent to dissent
within 30 days of the date the notice of approval is mailed is
inadequate for this purpose.  Please revise to summarize the
procedural steps shareholders must take to perfect their rights of
appraisal.  Also, you should provide a more detailed, step-by-step
explanation of what shareholders must do to successfully exercise
their dissenters` rights in accordance with the provisions of the
statute.
16. In addition, you must indicate, in accordance with Instruction
1
of Item 3, whether a shareholder`s failure to vote against a
proposal
will constitute a waiver of appraisal rights.
Statements Regarding Forward Looking Information, page 3

17. You state that shareholders "should consider carefully the
statements under `Risk Factors` in the other documents filed with
the
SEC..."  You cannot incorporate information in risk factors from
any
SEC filings except those you furnish to shareholders along with
the
proxy statement.  See Item 13(b) and 13(c) of Schedule 14A.
Therefore, you should revise this statement accordingly.
Proposal 1 - The Merger, pages 3-23

18. Pursuant to Instruction 7(b)(5) of Item 14, please provide a
statement as to whether any federal or state regulatory
requirements
must be complied with or approval must be obtained in connection
with
the merger transactions and, if so, the status of the compliance
or
approval.
19. It does not appear that the Company obtained a fairness
opinion
or appraisal relating to the merger transactions.  If such is the
case, please provide a statement to such effect in this section of
the proxy statement and consider whether the lack of such an
opinion
should be included among the risk factors related to the merger
transaction.  If, on the contrary, the Company received such a
report, opinion or appraisal, please provide the disclosure
required
by Instruction 7(b)(6) of Item 14.
20. Along with your next amendment, please provide us with copies
of
all exhibits and appendices to the Agreement and Plan of Merger
with
ACP.
21. Please relocate the section entitled "Questions and Answers
About
the Merger" on pages 18-20 and "Risk Factors Associated with the
Merger" on pages 20-23 so that these two sections immediately
follow
the Introduction on pages 1-2.

22. In addition, please combine the section of risk factors
related
specifically to ACP
(page 12) with the risk factors related to the merger, so that
there
is only a single risk factors section in the proxy statement.
Consider grouping risks related to the merger under one sub-
section
and risks related to the combined company under another.  As a
result, we expect that your disclosure of risks concerning the
business of the combined company will be a mixture of risks
related
to the business of ACP (from the proxy statement) and risks
related
to the business of Planet Technologies (as disclosed in your 2004
10-
KSB).  In this regard, please eliminate any redundancies in the
risk
factors that may occur as a result of this merger of risk factors.

23. Please quantify the aggregate amount of indebtedness Mr.
Dawson
will forgive in exchange for the $1.5 million payment.  We note
that
the pro forma financial statements indicate there is over $4.0
million of debt due to "selling shareholders."  Also, state how
much
debt, if any, the combined company will have to Mr. Dawson after
the
merger.

Reasons for the Merger, pages 4-5
24. Please note that an itemization of the factors considered by
the
board of Planet Technologies in approving the Agreement and Plan
of
Merger is inadequate.  Please expand the disclosure to discuss
each
itemized factor in reasonable detail so that the reader
understands
the board`s thought process.  By way of example only, "Information
concerning the Company`s and ACP`s respective businesses,
prospects,
business plans, financial performance and condition, results of
operations, technology and competitive positions," (page 4) and
"The
current financial market condition and historical stock market
prices, volatility and trading information," (page 4) are not
sufficient descriptions and merely prompt more questions.
Substantially more detail is necessary throughout this section.
Each
of the material reasons for the board`s decision, both positive
and
negative, should be expanded so that the reader understands the
nature of the factors considered, the board`s conclusions and
observations about such factors, and how such information
influenced
the board`s deliberations.  As another example, the bullet point,
"the compatibility of the Company`s business with that of ACP`s
business," indicates only that the board considered issues of
compatibility.  To be meaningful for shareholders, the bullet
point
should also discuss what conclusions the board reached about the
two
companies` compatibility and how that weighed in favor of
approving
the merger.
25. Please be advised that you must disclose all material,
negative
factors considered by the board. Your disclosure, as currently
written, suggests that there were other potentially negative
factors
that were considered by the board, but that are not listed.
Please
revise accordingly.

Background and Negotiations Related to the Merger, page 5
26. You should expand this discussion to provide more detail
regarding the contacts, negotiations and meetings that led to the
merger agreement.  Much detail appears to be absent from this
section.  For instance, as a example, you mention on page 4 that
one
of the items the board considered was "[t]he due diligence
investigation conducted by the Company`s management."  You do not
mention any such diligence activity in this background subsection.
Please revise substantially to provide more detail and discuss any
omitted contacts, negotiations and other relevant activity.
27. Please provide us supplementally with copies of any non-public
information - documents, financial forecasts, projections and
presentations - used by or on behalf of Planet Technologies in the
merger negotiations.  We may have additional comments.
28. Please elaborate on the findings that emerged from the
Company`s
industry analysis and which led it to consider ACP as a prime
candidate for acquisition.  Describe the characteristics of ACP
that
were deemed to support a merger with Planet Technologies.   If any
other companies were seriously considered, explain why they were
ultimately rejected in favor of ACP.
29. Please identify the Planet Technologies board members and
executive officers who were present at each of the meetings
described.
30. Your description of the meetings is quite vague.  In
accordance
with the requirements of Instruction 7(b)(7) of Item 14 of
Schedule
14A and Item 1005(b) of Regulation M-A, you should describe in
greater detail the nature and substance of the deliberations
conducted at the various meetings from January 2004 through March
7,
2005.  For example, when you mention that the board engaged in
"some
discussion" at the March 7 meeting before assenting to the merger
(page 5), you should elaborate on the specifics of this
discussion.
The disclosure should provide shareholders with an understanding
of
how, when and why the terms of the proposed transaction evolved
during the course of the board`s deliberations in the period
beginning in January 2004 and ending with the execution of the
Agreement and Plan of Merger.  Broad generalizations about topics
covered during these meetings are not sufficient.
31. Please describe in reasonable detail how the consideration of
600,000 shares of Planet Technologies common stock and $1.5
million
in cash were determined and negotiated.
Completion of the Merger, pages 5-6

32. Please briefly describe the nature of the obligations ACP owes
to
Mr. Dawson, for which the Company proposes to pay $1.5 million.

Agreement and Plan of Merger, pages 6-8
33. Please remove your statement in the second sentence of the
first
paragraph that the summary "does not purport to be complete."
While
the summary by definition should not contain all of the detailed
information found in the Agreement and Plan of Merger, it should
nevertheless be a complete summary of the most important
information.
Along these lines, it is not appropriate to limit the summary to
some
of the material terms of the Agreement and Plan of Merger.  Please
revise the disclosure as necessary to include all material
information.

Representations and Warranties, page 7

34. Your inclusion of a summary of the representations and
warranties
of the parties to the Agreem