SecProbe.io

CORRESP
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corresp

Blanchard, Krasner & French

    TELEPHONE: (858) 551-2440

    A PROFESSIONAL CORPORATION

    ALAN W. FRENCH

    FACSIMILE: (858) 551-2434

    (Deceased)

    E-MAIL: bkf@bkflaw.com

    800 SILVERADO STREET, SECOND FLOOR

    WEB: http://www.bkflaw.com

    LA JOLLA, CALIFORNIA 92037

July 19, 2005

Via Facsimile and Overnight Delivery

(202) 772-9217

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Planet Technologies, Inc. (the “Company”)

    Amendment No. 1 to Preliminary Schedule 14-A

    File Number 0-26804

    Our file: 1036-122

Dear Mr. Riedler:

     This letter is sent in response to your letter dated July 14, 2005 wherein the Commission
provided comments to the Company’s Preliminary Schedule 14-A (“Proxy Statement”) and Form
10-KSB for the year ended December 31, 2004.

     Per my telephone conversation with Daniel Greenspan, please find all revised pages of the
Proxy Statement and the Disclosure Schedules for ACP and the Company as related to the Agreement
and Plan of Merger.

     Please find directly following are the SEC Comments and our response to each such Comment.

SEC Comment 1:

It does not appear that the Company’s response letter, dated June 30, 2005, has been field on the
EDGAR database. Please file this letter on EDGAR under the form type label “CORRESP” as soon as
possible, or if applicable, advise us that this filing has already been made.

Response:

Pursuant to your Comment 1, we have filed the June 30, 2005, Planet Response Letter as of July 15,
2005.

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

July 19, 2005

Page 2 of 11

SEC Comment 2:

We note your inclusion of the “Key to SEC Comments” in the June 30 response letter, which
cross-references our numbered comments to the relevant changed pages in the revised Proxy
Statement. While this key is extremely helpful, please considering including complete written
responses to all our comments in your next response letter. Although not required, it is our
experience that written responses to all of our comments in your next response letter. Although
not required, it is our experience that written responses to each of our comments explaining the
company’s position and describing the extent of any revisions to the filing greatly facilitate the
review process and in many cases may obviate the need for further comment

Response:

Pursuant to your Comment 3, we are providing you with this detailed responsive letter.

SEC Comment 3:

We note your response to comment 4 of our prior letter dated May 26, 2005, and the associated
revisions to your proxy statement disclosure. Please note, however, that Item 13(c) of Schedule
14A relates only to information required by paragraph (a) of Item 13. This includes financial
information, management’s discussion and analysis of financial condition, changes in and
disagreements with accountants and so on, but does no t include agreements and plans of merger or
portions of state statutes. Note, further, that Items 13(b)(1) and (2) of Schedule 14A
specifically contemplate only the incorporation by reference of information contained in previously
filed public documents. Also, Instruction D. to Schedule 14A states, “Information may be
incorporated by reference only in the manner and to the extent specifically permitted in the items
of this schedule.” Accordingly, please delete your reference to Exhibits “C” and “D” at the bottom
of page 47, as these may not be incorporated by reference into the Proxy Statement.

Response:

Pursuant to your Comment 3, we have removed any reference to Exhibits “C” and “D” at the bottom of
page 47.

SEC Comment 4:

We note your response to comment 6 of our prior letter and the associated revisions to your proxy
statement disclosure. Notwithstanding your revisions, however, there still appears to be
references to the Asset Purchase Agreement (page v) and the purchase of assets and liabilities of
ACP (page 13). Therefore, we reissue the comment. Please revise the proxy statement as necessary
on the pages cited and elsewhere to the extent that there is any confusion concerning whether the
transaction with ACP is a merger or an asset purchase agreement.

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

July 19, 2005

Page 3 of 11

Response:

Pursuant to your Comment 4, the language “Vote Required to Approve Asset Purchase and Merger” has
been changed to “Vote Required to Approve the Agreement and Plan of Merger and the Merger” (page
v), and the second paragraph first sentence of page 13 has been revised to state: “On March 7,
2005, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with ACP, whereby
the Company agreed, subject to shareholder approval, to merge with ACP (the “Merger”).”

We have searched the document for the words “Asset” and “Purchase” and believe all lingering
references have been caught.

SEC Comment 5:

We note our prior Comment 7 and your response. Article 6.03 and the disclosure you have added on
page 19 of the proxy statement indicate that you have agreed to register the issuance of common
stock in the merger to Mr. Dawson. However, it appears that the registration statement of the sale
of the common stock will not occur until after the shares are issued to Mr. Dawson at the effective
time. It does not appear to us that you can register the primary issuance of the shares to Mr.
Dawson after those shares have been issued to him. Alternatively, it appears that you may be able
to register the resale of the shares issued to Mr. Dawson in the merger, after the effective time.
Supplementally, please advise us as to whether you plan to register the primary issuance of stock
to Mr. Dawson or the resale of stock by him, and provide corresponding disclosure in the proxy
statement.

Response:

Pursuant to your Comment 5, we have revised the sentence to the “Registration Statement” paragraph
on page 19 to read as follows [changes in italics]: “The Company has agreed no later than sixty
(60) days after the effective date of the Merger, to file a registration statement on Form SB-2 or
other applicable form with the SEC to register the resale of the shares of Company common stock
issued to Mr. Dawson in connection with the Merger.”

SEC Comment 6:

We note your response to comment 10 of our prior letter and the associated revisions to your proxy
statement disclosure. Notwithstanding your revision, however, we reissue the comment in its
entirely. The summary of the Proposal 2 on revised page v and the discussion of voting rights on
page 1 now appear to avoid any mention of the proxy holders’ discretionary power to cumulate votes,
but the body of the proxy statement nevertheless continues to include this statement on page 32.
As we previously commented, this disclosure on page 32 suggests on that proxy holders may, at their
choosing, decide to cast the proxy granters’ votes for directors in whatever proportion the proxy
holders determine.

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

July 19, 2005

Page 4 of 11

Please revise to make your disclosure on page 32 and elsewhere consistent with the rest of the
proxy statement by deleting this reference to discretionary cumulative voting on the part of proxy
holders on page 32. In the alternative, please confirm supplementally by written response,
providing reasoning which supports your apparent conclusion, that California corporate law allows
this grant of discretionary authority over cumulative voting. If you opt for this alternative,
please make clear in your disclosure on page 32 and elsewhere as appropriate (including the proxy
card) 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.

Response:

Pursuant to your Comment 6, under Proposal 2, Election of Directors, page 32 second paragraph, we
have deleted the following language from the end of the first sentence “subject to the
discretionary power to cumulate votes.” The sentence now reads: “Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election of the nominees
named below.” We have searched the document for the words “discretionary power” and believe all
references have been corrected.

SEC Comment 7:

We note your response to comment 12 of our prior letter and the associated revisions to your proxy
statement disclosure. However, there appears to be a discrepancy between the number of options
granted to officers and directors under the 2000 Stock Option Plan as described on page v (i.e.,
options for 125,000 shares, exclusive of the options for 100,000 shares granted to Mr. Stuebe).
Please revise this discrepancy or provide us with an explanation.

Response:

Pursuant to your Comment 7, we have amended page v, Proposal 3 – Amendment to the 2000 Stock Option
Plan Section, paragraph 2, to reflect the correct number of options issued by the Company to
officers and directors: “In addition, the Company has issued a total of 226,043 options to
officers and directors of the Company for services provided that are subject to shareholder
approval of this Proposal 3.” This revision comports with the options shown on the New Plan
Benefits – 2000 Plan Table on page 43 of the Proxy Statement and includes those options issued
subsequent to December 31, 2004.

SEC Comment 8:

We note your response to comment 14 of our prior letter and the associated revisions to your proxy
statement disclosure. As was the case with the previous version of the proxy statement, you
disclose in the Introduction that “abstentions with be counted towards the tabulation of votes cast
on proposals presented to the shareholders and will have the same effect as negative votes.”

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

July 19, 2005

Page 5 of 11

It appears that you have revised your disclosure on page iii and 2 to the effect that the vote
required for approval of Proposals 3 and 4 is the affirmative vote of a majority of the shares
represented and voting, either present in person or represented by proxy. Likewise, on page 46,
you state that abstentions and broker non-votes will not be counted for purposes of determining
whether or not Proposal 4 has been approved. It appears that the vote required for approval of
Proposals 3 and 4 is the affirmative vote of a majority of the shares represented. If this is
indeed the correct standard for approval of Proposals 3 and 4, it seems to us that abstentions
would have no effect on approval, rather than the same effect as negative votes. As to each
proposal, throughout the proxy statement, please revise to make consistent the language concerning
the effect of abstentions and broker non-votes. See Item 21(b) of Schedule 14A.

Response:

Pursuant to your Comment 8, and to remove any implication that abstentions will have the same
effect as negative votes, we have removed the last two sentences from paragraph 5, page 1, and we
have revised the language each place it appears for Proposals 3 and 4 that the vote required is as
follows: “Assuming a quorum is present, the affirmative vote of a majority of the shares
represented and voting, either present in person or represented by proxy at the meeting are
required to vote in favor.” See page iv.

SEC Comment 9:

Please revise this section so that your risk factor headings are all the same in font and style of
the headings that appear on pages 8 through 12. The headings that appear on pages 5 through 8 in
the first half of this section appear in all capital letter, which is inconsistent with the
remainder of your Risk Factors section.

Response:

Pursuant to your Comment 9, we have revised the headings in the Risk Factors Section so that each
heading is in italics and not in caps.

SEC Comment 10:

We note your response to comment 61 of our prior letter and the associated revisions to your proxy
statement disclosure. Notwithstanding your changes, we reissue the comment in part. Our prior
comment 61 requested that you also disclose whether any third party has indicated its intention to
terminate its agreement with either company or to defer or delay a decision affecting its agreement
with either company in response to the contemplated transactions. Also, if the merger will trigger
any change in control or similar provision in contracts of either company which could have a
material effect on the combined company, you should discuss them in your Risk Factors section and
quantify the effect(s) to the extent possible.

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

July 19, 2005

Page 6 of 11

Response:

Pursuant to your Comment 10, we have added a new paragraph directly under Dissenter’s Rights on
page 17: “Third Party Agreements. No third party has indicated its intention to terminate its
agreement with either Planet or ACP or to defer or delay a decision affecting its agreement with
either company in response to the contemplated Merger. Further, the Merger will not trigger any
change of control or similar provisions in contracts of either company that would result in a
material effect on the combined company.”

SEC Comment 11:

We note your response to comment 65 of our prior letter and the associated revisions to your proxy
statement disclosure. Notwithstanding your changes, we reissue the comment in part. Please
clarify the nature of the risk to shareholders if the parties waive one or more of the conditions
to the merger, and the board decides not to resolicit shareholder approval.

Response:

Pursuant to your Comment 11, the following language has been added as the final sentence of the
Waiver of Conditions paragraph on pages 6 and 7: “The Board would only waive a Condition after
making a determination that any such waiver would have no material effect on the rights and
benefits the Company and its shareholders expect to receive from the Merger. At this time the
Board does not contemplate or intend to waive any of the Conditions of the Agreement. If the Board
chooses to waive a condition, a shareholder will not have an opportunity to vote on that waiver and
the Company and shareholders will not have the benefit, if any, of the condition waived.”

SEC Comment 12 and 13:

We note your response to comment 50 of our prior letter and the associated revisions to your proxy
statement disclosure on page 13 in the section entitled “Reasons for the Merger.” However, our
comment asked that you expand the risk factor to quantify the working capital deficit. Please make
this change.

Response:

Pursuant to your Comment 12 and 13, the following language has been added to the Additional Capital
Section on page 9: “In the past, the Company has met its capital needs through private placements
directed toward accredited investors and advances from affiliates. As of March 31, 2005, the
unaudited pro forma condensed combined balance sheet for Planet and ACP shows combined current
assets of $1.3 million and combined current liabilities of approximately $1.7 million, resulting in
a working capital deficit of approximately $400,000. In addition, we will need $1.5 million to
complete the merger. To fund the working capital deficit, complete the merger and raise cash for
operations, we have raised $250,000 since March 31, 2005, as part of a

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

July 19, 2005

Page 7 of 11

$3.0 million private placement and raise an additional $2.75 million immediately prior to the
closing of the Merger.

The directly following paragraph is revised to read as follows [changes in italics]: A