8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(AMENDMENT NO. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 8, 2007

Planet Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

California	0-26804	33-0502606
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

96 Danbury Road, Ridgefield, Connecticut	06877
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (800) 255-3749

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Introductory Note

Planet Technologies, Inc. (“Planet”) previously filed a Current Report on Form 8-K dated November 8, 2007 (the “Current Report”) with the Securities and Exchange Commission to report the acquisition of Antigen Laboratories, Inc. (“Antigen”). The purpose of this amendment to the Current Report is to include the financial statements required under Item 9.01.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited balance sheet of Antigen as of December 31, 2006 and the audited statements of income and retained earnings and statements of cash flows of Antigen for the years ended December 31, 2005 and 2006 and the report thereon of J.H.Cohn LLP, independent registered public accounting firm, and the unaudited balance sheet of Antigen as of September 30, 2007 and the unaudited statements of income and retained earnings and statements of cash flows of Antigen for the nine months ended September 30, 2006 and 2007 are attached hereto as Exhibit 99.1.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of Planet and Antigen as of September 30, 2007 and the unaudited pro forma condensed combined statements of operations of Planet and Antigen for the nine months ended September 30, 2007 and the year ended December 31, 2006 are attached hereto as Exhibit 99.2.

(d) Exhibits

Exhibit
Number	Description
99.1	Audited balance sheet of Antigen as of December 31, 2006 and the audited statements of income and retained earnings and statements of cash flows of Antigen for the years ended December 31, 2005 and 2006 and the unaudited balance sheet of Antigen as of September 30, 2007 and the unaudited statements of income and retained earnings and statements of cash flows of Antigen for the nine months ended September 30, 2006 and 2007
99.2	Unaudited pro forma condensed combined balance sheet of Planet and Antigen as of September 30, 2007 and the unaudited pro forma condensed combined statements of operations of Planet and Antigen for the nine months ended September 30, 2007 and the year ended December 31, 2006.

2

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 23, 2008

Planet Technologies, Inc.
By:	/s/ Edward Steube
	Name:	Edward Steube
	Title:	Chief Executive Officer and President

3

EX-99.1

Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	5
Financial Statements:
Balance Sheets as of December 31, 2006 and September 30, 2007 (unaudited)	6
Statements of Income and Retained Earnings for the Years Ended December 31, 2005 and 2006 and for the Nine Months Ended September 30, 2006 and 2007 (unaudited)	7
Statements of Cash Flows for the Years Ended December 31, 2005 and 2006 and for the Nine Months Ended September 30, 2006 and 2007 (unaudited)	8
Notes to Financial Statements	9

4

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Antigen Laboratories, Inc.

We have audited the accompanying balance sheet of Antigen Laboratories, Inc. as of December 31, 2006, and the related statements of income and retained earnings and cash flows for the years ended December 31, 2005 and 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Antigen Laboratories, Inc. as of December 31, 2006, and its results of operations and cash flows for the years ended December 31, 2005 and 2006, in conformity with accounting principles generally accepted in the United States of America.

     /s/ J.H. Cohn LLP
     Jericho, New York
     January 18, 2008

5

ANTIGEN LABORATORIES, INC.
BALANCE SHEETS

	December 31,		September 30,
	2006		2007
			(unaudited)
ASSETS
Current assets:
Cash	$	83,060	$	—
Accounts receivable, net of allowance of $3,222 and $2,615		288,811		398,903
Inventories, net		3,386,358		3,676,212
Prepaid expenses and other current assets		96,699		53,614
Total current assets		3,854,928		4,128,729
Property and equipment, net		761,595		751,283
Receivable from shareholder		143,896		—
Other assets		1,925		1,925
	$	4,762,344	$	4,881,937
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	372,660	$	370,314
Bank credit line		115,113		180,595
Accrued expenses and other current liabilities		66,159		83,673
Note payable — bank		303,169		292,024
Note payable — shareholder		200,000		200,000
Deferred income taxes		370,052		370,052
Income taxes payable		80,953		58,764
Total current liabilities		1,508,106		1,555,422
Deferred income taxes		185,798		185,798
Total liabilities		1,693,904		1,741,220
Shareholders’ equity:
Common stock - $100 par value; shares authorized, issued and outstanding - 371.8		37,180		37,180
Retained earnings		3,031,260		3,103,537
Total shareholders’ equity		3,068,440		3,140,717
	$	4,762,344	$	4,881,937

See notes to financial statements.

6

ANTIGEN LABORATORIES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS

	Year Ended					Nine Months Ended
	December 31,					September 30,
	2005			2006		2006			2007
						(unaudited)			(unaudited)
Net sales	$	4,861,574		$	5,166,249	$	3,946,738		$	4,212,630
Cost of sales		2,432,935			2,545,719		1,976,464			2,328,599
Gross profit		2,428,639			2,620,530		1,970,274			1,884,031
Operating expenses:
Selling		758,465			799,712		602,313			583,100
General and administrative		1,078,703			1,031,005		763,078			890,261
Total operating expenses		1,837,168			1,830,717		1,365,391			1,473,361
Income from operations		591,471			789,813		604,883			410,670
Other (income) expense:
Interest, net		49,225			52,235		39,533			38,098
Other (income) expense		(5,816	)		2,582		(494	)		899
Total other expense, net		43,409			54,817		39,039			38,997
Income before provision for income taxes		548,062			734,996		565,844			371,673
Provision for income taxes		213,213			285,282		218,993			154,500
Net income		334,849			449,714		346,851			217,173
Deemed dividend to shareholder		—			—		—			(144,896	)
Retained earnings, beginning of period		2,246,697			2,581,546		2,581,546			3,031,260
Retained earnings, end of period	$	2,581,546		$	3,031,260	$	2,928,397		$	3,103,537

See notes to financial statements.

7

ANTIGEN LABORATORIES, INC.
STATEMENTS OF CASH FLOWS

	Year Ended						Nine Months Ended
	December 31,						September 30,
	2005			2006			2006			2007
							(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	334,849		$	449,714		$	346,851		$	217,173
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for losses on accounts receivable		4,800			4,800			511			(607	)
Allowance for excess or slow moving inventory		5,138			10,331			—			—
Deferred income taxes		27,303			65,428			—			—
Depreciation		71,259			63,089			48,593			45,199
Changes in operating assets and liabilities:
Accounts receivable		(40,945	)		(17,021	)		(62,606	)		(109,485	)
Inventories		(263,895	)		(538,296	)		(448,156	)		(289,854	)
Prepaid expenses and other current assets		16,096			20,747			59,679			43,085
Accounts payable		108,520			114,642			49,406			(2,346	)
Accrued expenses and other current liabilities		5,196			(2,567	)		14,260			17,514
Income taxes payable		60,710			20,243			65,181			(22,189	)
Net cash provided by (used in) operating activities		329,031			191,110			73,719			(101,510	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in receivable from shareholder		(42	)		(34,725	)		—			(1,000	)
Purchases of property and equipment		(40,608	)		(139,785	)		(124,500	)		(34,887	)
Net cash used in investing activities		(40,650	)		(174,510	)		(124,500	)		(35,887	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on note payable — bank		(102,960	)		(14,613	)		(10,388	)		(11,145	)
Proceeds from borrowings under bank credit line		769,900			889,140			643,640			543,500
Repayments of borrowings under bank credit line		(888,918	)		(884,804	)		(659,208	)		(478,018	)
Net cash provided by (used in) financing activities		(221,978	)		(10,277	)		(25,956	)		54,337
NET INCREASE (DECREASE) IN CASH		66,403			6,323			(76,737	)		(83,060	)
CASH, beginning of period		10,334			76,737			76,737			83,060
CASH, end of period	$	76,737		$	83,060		$	—		$	—
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	49,000		$	52,000		$	42,000		$	38,000
Income taxes	$	129,802		$	199,612		$	153,812		$	176,688
NON-CASH INVESTING ACTIVITY:
Reclassification of receivable from shareholder to deemed dividend	$	—		$	—		$	—		$	144,896

See notes to financial statements.

8

ANTIGEN LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Description of Business:

Antigen Laboratories, Inc. (the “Company”) is a privately-held specialty pharmaceutical company licensed to manufacture allergenic extracts for immunotherapy. The Company carries a full line of stock extracts, prepares custom prescription treatment sets (either in-vitro or skin test based) and carries a full line of ancillary supplies (i.e. sterile empty vials, diluents, allergist trays, syringes, diagnostic controls and vial labels) needed for the practice of allergy. The Company was incorporated on February 5, 1968 under the laws of the State of Missouri.

Note 2 — Summary of Significant Accounting Policies:

Use of Estimates:

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgments include provisions for bad debts, inventory shelf life and valuation, depreciable lives and impairment of long-lived assets. Because of the uncertainly in such estimates, actual results may differ from these estimates.

Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company reduces credit risk by placing its cash and cash equivalents with major financial institutions with high credit ratings. At times, such amounts may exceed Federally insured limits.

Accounts Receivable and Reserves:

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company’s estimate of the amounts that will not be collected as of a point in time. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating the allowance, including historical data, experience, customer types, credit worthiness and economic trends. From time to time, the Company adjusts its assumptions for anticipated changes in any of these or other factors expected to affect collectability.

Inventory:

Inventories consist of finished goods held for distribution, raw materials and work-in-process. Inventories include material, labor and overhead and are stated at the lower of cost (determined by the first-in, first-out method) or market. Inventories are reduced by provisions for excess and slow moving items commensurate with known or estimated exposures.

9

Note 2 — Summary of significant accounting policies (continued):

Property and Equipment:

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the following estimated useful lives:

	Estimated
	Useful Life
Building and improvements	35 - 40 years
Equipment	5 - 10 years
Computers	5 years

Expenditures for maintenance and repairs of property and equipment are expensed as incurred. Major improvements are capitalized and depreciated over the remaining useful life of the related asset.

Valuation of Long-lived Assets:

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Advertising:

The Company expenses the cost of advertising and promotions as incurred. Advertising costs charged to operations for the years ended December 31, 2005 and 2006 and the nine months ended September 30, 2006 and 2007 and were $17,201, $18,080, $140 and $382, respectively.

Revenue Recognition:

Revenue is recognized when products are shipped to customers. The Company believes that the shipment date is the most appropriate point in time indicating the completion of the earnings process because it does not have any post-shipment obligations, the product price is fixed and determinable, collection of the resulting receivable is probable and product returns are reasonably estimable.

Customer and Supplier Concentration:

The Company sells its products directly to physicians, pharmacies, hospitals, and governmental agencies located primarily throughout the United States. No one customer accounted for 10% or more of sales for the years ended December 31, 2005 and 2006 or the nine month periods ended September 30, 2006 and 2007. In addition, no one customer accounted for more than 10% of accounts receivable as of December 31, 2006 or September 30, 2007.

During the year ended December 31, 2005, the Company made purchases from three vendors that accounted for approximately 64% of total purchases. During the year ended December 31, 2006, the

10

Note 2 — Summary of significant accounting policies (continued):

Company made purchases from four vendors that accounted for approximately 76% of total purchases. During the nine months ended September 30, 2006, the Company made purchases from four vendors that accounted for approximately 76% of total purchases. During the nine months ended September 30, 2007, the Company made purchases from three vendors that accounted for approximately 67% of total purchases.

Shipping and Handling:

The Company expenses shipping and handling costs incurred as part of cost of sales. Shipping and handling fees charged to customers are included in net sales.

Income Taxes:

The Company accounts for income taxes using the liability method. Current income tax expense is the amount of income taxes expected to be payable for the current year and on an interim basis are provided for based upon the Company’s estimate of the effective annual income tax rate.. Deferred income taxes are recognized for the tax consequences in future years for differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end (“temporary differences”) based on enacted laws and statutory rates applicable for the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that is considered more than likely not to be realized.

Defined Contribution Plan:

The Company provides a defined contribution Simple IRA savings plan (the “Plan”) in which all full-time employees of the Company are eligible to participate. Eligible employees may contribute pre-tax amounts to the Plan subject to the Internal Revenue Code limitations. Company contributions to the Plan are at the discretion of the Board of Directors and can be made in matching amounts up to 3% of the employee’s salary. The Company made matching contributions of $21,815, $22,713, $17,300 and $18,433 during the years ended December 31, 2005 and 2006 and the nine months ended September 30, 2006 and 2007, respectively.

New Accounting Pronouncements:

In July 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of SFAS No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on future changes, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has completed its initial evaluation of the impact of the adoption of FIN 48 and determined that such adoption is not expected to have a material impact on its financial position or results from operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS 157 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 applies under other previously issued accounting

11

Note 2 — Summary of significant accounting policies (concluded):

pronouncements that require or permit fair value measurements but does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of SFAS 157 on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), including an amendment to FASB No. 115. SFAS 159 gives entities the irrevocable option to measure eligible financial assets, financial liabilities and firm commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election, called the fair value option, will enable entities to achieve an offset accounting effect for changes in fair value of certain related assets and liabilities without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of a company’s first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of SFAS 159 on its financial statements.

Note 3 — Inventory:

Inventory consists of the following:

	December 31,		September 30,
	2006		2007
			(unaudited)
Raw materials	$	934,588	$	1,146,459
Ancillary supplies		483,757		649,331
Work-in-process		168,158		218,021
Finished extracts		1,866,123		1,732,130
		3,452,626		3,745,941
Less: Allowances for excess and slow moving		66,268		69,729
	$	3,386,358	$	3,676,212

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Note 4 — Property and equipment:

Property and equipment consists of the following:

	December 31,		September 30,
	2006		2007
			(unaudited)
Land	$	5,399	$	5,399
Building and improvements		1,381,237		1,377,974
Furniture, fixtures and equipment		593,077		559,734
		1,979,713		1,943,107
Less: Accumulated depreciation		1,218,118		1,191,824
	$	761,595	$	751,283

Note 5 — Bank Credit Line:

The Company has a $250,000 revolving credit facility with a local bank which is collateralized by, among other things, all assets of the Company and the personal guarantees of the shareholders. Amounts outstanding bear interest at the rate of 1% above the Wall Street Journal Prime Rate (8.25% at December 31, 2006 and September 30, 2007) and are due on December 22, 2007. All amounts outstanding under this credit facility were paid in full upon the closing of the acquisition as discussed in Note 10.

Note 6 — Note Payable – Bank:

On September 17, 2002, the Company borrowed $465,000 from the same local bank noted above to finance the purchase of its building. Such loan is collateralized by, among other things, all assets of the Company and the personal guarantees of the shareholders. Principal and interest payments, which vary with the Wall Street Journal Prime rate (8.25% at December 31, 2006 and September 30, 2007), are due in 59 installments of $3,987 with the remaining balance due on December 17, 2007. All amounts outstanding were paid in full upon the closing of the acquisition as discussed in Note 10.

Note 7 — Note Payable – Shareholder:

On September 20, 2002, the Company issued an uncollateralized note payable in the amount of $250,000 to a shareholder in exchange for cash. The note has no set maturity date and bears interest at 7% which is due monthly. Interest expense was $14,000, $14,000, $10,471 and $10,471 for the years ended December 31, 2005 and 2006 and the nine months ended September 30, 2006 and 2007, respectively. All amounts outstanding were paid in full upon the closing of the acquisition as discussed in Note 10.

Note 8 — Receivable from Shareholder:

Amounts represent advances made by the Company to its sole shareholder. Such amounts are uncollateralized, non-interest bearing and have no terms. This receivable was forgiven in connection with the acquisition discussed in Note 10 and therefore has been classified as a deemed dividend in the Statement of Income and Retained Earnings for the nine months ended September 30, 2007.

13

Note 9 — Income Taxes:

The provision for income taxes consists of the following:

	Year Ended
	December 31,
	2005		2006
Current:
Federal	$	166,340	$	196,711
State		19,570		23,143
		185,910		219,854
Deferred:
Federal		24,429		58,541
State		2,874		6,887
		27,303		65,428
	$	213,213	$	285,282

The differences between income taxes provided at the Company’s effective rate and the federal statutory rate of 34% are as follows:

	Year Ended
	December 31,
	2005		2006
Income tax at statutory rate	$	186,341	$	249,899
State taxes, net of Federal benefit		22,444		30,030
Other		4,428		5,353
	$	213,213	$	285,282

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Note 9 — Income Taxes (concluded):

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	December 31,			September 30,
	2006			2007
				(unaudited)
Property and equipment	$	(185,798	)	$	(185,798	)
Allowance for bad debts		1,224			1,224
Alowances for excess and slow moving inventory		25,181			25,181
Section 263a inventory costs		(396,457	)		(396,457	)
Net deferred tax liabilities	$	(555,850	)	$	(555,850	)

Note 10 — Subsequent Event:

On November 8, 2007 (the “Closing Date”), Planet Technologies, Inc. a California corporation (“Planet”), acquired all of the issued and outstanding common stock of the Company from its shareholders pursuant to a Stock Purchase Agreement (“SPA”), as amended, dated September 5, 2007. On the Closing Date, Planet paid the $8,800,000 in cash and agreed to pay an additional $1,000,000 on the date 12 months following the Closing Date, subject to adjustment and delay for certain non-performance related contingencies, as defined in the SPA. In addition, Planet agreed to: (i) pay-off the $200,000 note due to a shareholder in cash, (ii) forgive the receivable from a shareholder in the amount of approximately $150,000, and (iii) pay in full all of the Company’s bank debt of approximately $500,000.

15

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Planet Technologies, Inc. (“Planet” or the Registrant”) and Antigen Laboratories, Inc. (“Antigen” or the Company”) after giving effect to the acquisition of Antigen by Planet using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2007 and for the twelve months ended December 31, 2006 are presented as if the acquisition had occurred as of the beginning of each period presented. The unaudited pro forma condensed combined balance sheet is presented as if the acquisition had occurred on September 30, 2007. You should read this information in conjunction with the:

• accompanying notes to the unaudited pro forma condensed combined financial statements;

• separate unaudited historical financial statements of Planet as of and for the nine month periods ended September 30, 2007 and 2006 included in Planet’s quarterly report on Form 10-QSB for the quarter ended September 30, 2007;

• separate audited historical financial statements of Planet as of and for the fiscal year ended December 31, 2006, included in the Planet annual report on Form 10-KSB for the fiscal year ended December 31, 2006; and

• separate historical financial statements of Antigen as of and for the nine months ended September 30, 2007 (unaudited) and as of December 31, 2006 and for the years ended December 31, 2005 and 2006 (audited), included elsewhere in this Form 8-K/A.

The pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available information and certain assumptions that Planet believes are reasonable and factually supportable.

The unaudited pro forma combined condensed financial statements do not include the effects of any operating efficiencies or cost savings expected from the acquisition.

Pursuant to the purchase method of accounting, the total estimated purchase price, calculated as described in Note 1 to these unaudited pro forma combined condensed financial statements, has been allocated to assets acquired and liabilities assumed based on a preliminary determination by Planet’s management. The difference between the fair value of the consideration issued and liabilities assumed and the fair value of the identifiable assets acquired has been recorded as goodwill. These allocations are subject to change pending the completion of a valuation which is in the process of being prepared by an independent third party. Upon finalization of such third party valuation, Planet will record the final purchase price allocation. Such allocation is expected to differ materially from the information presented herein as it will include actual transaction costs and a substantial allocation of purchase price to inventory as well as amortizable intangibles, the effects of which will impact future gross margins and operating profits. Additionally, the fair value of assets acquired and liabilities assumed may be materially impacted by the results of Antigen’s operations up to November 8, 2007 the date of the acquisition.

16

Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2007

	Planet			Antigen
	As of			As of								Pro Forma
	September 30,			September 30,		Pro Forma						Condensed
	2007			2007		Adjustments			Notes			Combined
	(historical)			(historical)
ASSETS
Current assets:
Cash	$	248,566		$	—	$	9,927,381			(a	)	$	10,175,947
Accounts receivable, net		142,022			398,903		—						540,925
Inventories, net		282,187			3,676,212		—						3,958,399
Prepaid expenses and other current assets		84,090			53,614		—						137,704
Total current assets		756,865			4,128,729		9,927,381						14,812,975
Property and equipment, net		20,742			751,283		—						772,025
Intangibles, net		993,754			—		—						993,754
Goodwill		1,363,025			—		7,052,548			(b	)		8,415,573
Other assets		93,265			1,925		(93,265	)		(c	)		1,925
	$	3,227,651		$	4,881,937	$	16,886,664					$	24,996,252
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,389,458		$	370,314	$	—					$	1,759,772
Bank credit line		—			180,595		(180,595	)		(a	)		—
Accrued expenses and other current liabilities		66,701			83,673		300,000			(c	)		450,374
Note payable — bank		—			292,024		(292,024	)		(a	)		—
Note payable — shareholder		—			200,000		(200,000	)		(a	)		—
Amount due former shareholders		—			—		1,000,000			(d	)		1,000,000
Deferred income taxes		—			370,052		—						370,052
Income taxes payable		—			58,764		—						58,764
Total current liabilities		1,456,159			1,555,422		627,381						3,638,962
Note payable, shareholder		500,000			—		(500,000	)		(e	)		—
Deferred income taxes		—			185,798		—						185,798
Total liabilities		1,956,159			1,741,220		127,381						3,824,760
Convertible preferred stock		—			—		15,754,166			(a	)(e)(f)		15,754,166
Shareholders’ equity:
Common stock		7,693,296			37,180		(37,180	)		(g	)		7,693,296
Additional paid-in capital		678,215			—		4,145,834			(f	)		4,824,049
Retained earnings (accumulated deficit)		(7,100,019	)		3,103,537		(3,103,537	)		(g	)		(7,100,019	)
Total shareholders’ equity		1,271,492			3,140,717		1,005,117						5,417,326
	$	3,227,651		$	4,881,937	$	16,886,664					$	24,996,252

See accompanying introduction and notes to unaudited pro forma condensed combined financial statements

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2007

	Planet			Antigen
												Total Pro
	Nine months			Nine months								Forma
	ended September			ended September		Pro Forma						Condensed
	30, 2007			30, 2007		Adjustments			Notes			Combined
	(historical)			(historical)
Net sales	$	5,453,982		$	4,212,630	$	—					$	9,666,612
Cost of sales		3,068,794			2,328,599		—						5,397,393
Gross profit		2,385,188			1,884,031		—						4,269,219
Operating expenses:
Selling		931,593			583,100		—						1,514,693
General and administrative		2,200,187			890,261		—						3,090,448
Total operating expenses		3,131,780			1,473,361		—						4,605,141
Income (loss) from operations		(746,592	)		410,670		—						(335,922	)
Other (income) expense:
Interest, net		26,127			38,098		(38,053	)		(a	)
							(26,772	)		(b	)		(600	)
Other (income) expense		(85,833	)		899		—						(84,934	)
Total other (income) expense, net		(59,706	)		38,997		(64,825	)					(85,534	)
Income (loss) before provision for income taxes		(686,886	)		371,673		64,825						(250,388	)
Provision for income taxes		—			154,500		—						154,500
Net income (loss)		(686,886	)		217,173		64,825						(404,888	)
Less: preferred stock dividends		—			—		(1,536,831	)		(c	)		(1,536,831	)
Net income (loss) available for common shareholders	$	(686,886	)	$	217,173	$	(1,472,006	)				$	(1,941,719	)
Loss per share:
Basic	$	(0.17	)									$	(0.49	)
Diluted	$	(0.17	)									$	(0.49	)
Weighted average number of common shares outstanding:
Basic		3,986,368								(d	)		3,986,368
Diluted		3,986,368								(d	)		3,986,368

See accompanying introduction and notes to unaudited pro forma condensed combined financial statements.

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2006

	Planet			Antigen								Total Pro
	Year ended			Year ended								Forma
	December 31,			December 31,		Pro Forma						Condensed
	2006			2006		Adjustments			Notes			Combined
	(historical)			(historical)
Net sales	$	8,036,449		$	5,166,249	$	—					$	13,202,698
Cost of sales		4,720,893			2,545,719		—						7,266,612
Gross profit		3,315,556			2,620,530		—						5,936,086
Operating expenses:
Selling		1,264,192			799,712		—						2,063,904
General and administrative		3,361,562			1,031,005		—						4,392,567
Total operating expenses		4,625,754			1,830,717		—						6,456,471
Income (loss) from operations		(1,310,198	)		789,813		—						(520,385	)
Other (income) expense:
Interest, net		20,064			52,235		(50,751	)		(a	)
							(17,260	)		(b	)		4,288
Other (income) expense		(128,020	)		2,582		—						(125,438	)
Total other (income) expense, net		(107,956	)		54,817		(68,011	)					(121,150	)
Income (loss) before provision for income taxes		(1,202,242	)		734,996		68,011						(399,235	)
Provision for income taxes		—			285,282		—						285,282
Net income (loss)		(1,202,242	)		449,714		68,011						(684,517	)
Less: preferred stock dividends		—			—		(2,042,253	)		(c	)		(2,042,253	)
Net income (loss) available for common shareholders	$	(1,202,242	)	$	449,714	$	(1,974,242	)				$	(2,726,770	)
Loss per share:
Basic	$	(0.30	)									$	(0.68	)
Diluted	$	(0.30	)									$	(0.68	)
Weighted average number of common shares outstanding:
Basic		3,986,368								(d	)		3,986,368
Diluted		3,986,368								(d	)		3,986,368

See accompanying introduction and notes to unaudited pro forma condensed combined financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

Acquisition

On November 8, 2007 (the “Closing Date”), Planet Technologies, Inc. a California corporation (the “Registrant”), completed its acquisition of all of the issued and outstanding common stock of Antigen Laboratories, Inc. a Missouri Corporation (the “Company” or “Antigen”), from its shareholders pursuant to a Stock Purchase Agreement (“SPA”), as amended, dated September 5, 2007 by and among the Registrant, the Company and the Company’s shareholders: the Sylvia W. Willoughby Trust (the “Trust”) which held a 50.67% interest and Mr. William Thomas Willoughby (“Mr. Willoughby”) who held a 49.33% interest, (collectively, the “Sellers”). The Company is a privately-held FDA licensed manufacturer of allergenic extracts for immunotherapy.

On the Closing Date, Planet paid the Sellers $8,800,000 in cash and agreed to pay the Sellers an additional $1,000,000 on the date 12 months following the Closing Date, subject to adjustment and delay for certain non-performance related contingencies, as defined in the SPA. In addition, Planet agreed to: (i) pay $200,000 to Sylvia Willoughby in cash at Closing for all outstanding debt owed to her by Antigen, (ii) forgive a $150,000 debt (plus accrued interest) owed by Mr. Willoughby to Antigen, and (iii) contribute such funds to Antigen to pay in full all of Sellers’ and Antigen’s approximately $500,000 debt owed to its lender.

Financing

In connection with the Antigen acquisition, on the Closing Date, Planet entered into a Series B Preferred Stock Purchase Agreement (the “Preferred Agreement”) whereby (i) it sold 3,233,334 shares of Series B Preferred Stock for $6.00 per share and (ii) one of its shareholders (Windamere) converted a $500,000 note it was owed by Planet to 83,333 shares of Series B Preferred Stock at a rate of $6.00 per share. The Preferred Agreement specifies that (i) dividends will be cumulative and accrue at a rate of $0.48 per share, (ii) each share of Series B Preferred Stock is convertible, at the option of the holder, at any time, into Planet Common Stock at a rate of $2.25 per share, subject to adjustments as defined in the Preferred Agreement, (iii) upon either the closing of the sale of shares of Common Stock to the public at a price of at least $5.625 per share (subject to adjustment, as defined in the Preferred Agreement) resulting in at least $25,000,000 of gross proceeds to Planet or the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock: (a) all outstanding shares of Series B Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate and (b) such shares may not be reissued by Planet, and (iv) at any time on or after November 1, 2014, the holders of the then outstanding shares of Series B Preferred Stock may require Planet to redeem all or a portion of their shares of Series B Preferred Stock at a price equal to the original issue price plus any dividends accrued but unpaid thereon.

Due to the above Series B Preferred Stock having a per share conversion price less than the trading price of Planet stock on the Closing Date, Planet determined that the Series B Preferred Stock contained a beneficial conversion feature. The beneficial conversion feature of $1.25 per share resulted in a debt discount of the Series B Preferred Stock of $4,145,834 at the Closing Date. Accordingly, such amount

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has been recognized as additional paid-in capital in the pro forma condensed combined balance sheet and is being amortized through November 2014 using the interest method and included as dividends in the pro forma condensed combined statements of operations.

Employment Agreement

In connection with his continued employment with Antigen, Planet entered into an employment agreement with Mr. Willoughby which provides for, among other things, an annual salary of $150,000, cash bonuses based on increases in sales, stock bonuses based on the success of clinical trials related to Antigen’s products, and non-compete provisions. The pro forma condensed combined statements of operations do not reflect any adjustments related to this agreement as the salary requirements are substantially similar to Mr. Willoughby’s compensation prior to the Acquisition and the cash and stock bonuses are contingent on future events that are not yet determinable.

Preliminary Estimated Purchase Price Allocation

Pursuant to the purchase method of accounting, the total estimated purchase price has been allocated to assets acquired and liabilities assumed based on a preliminary determination by Planet’s management. The difference between the fair value of the consideration issued and liabilities assumed and the fair value of the identifiable assets acquired has been recorded as goodwill. These allocations are subject to change pending the completion of a valuation which is in the process of being prepared by an independent third party. Upon finalization of such third party valuation, Planet will record the final purchase price allocation. Such allocation is expected to differ materially from the information presented herein as it will include actual transaction costs and a substantial allocation to inventory as well as amortizable intangibles, the effects of which will impact future gross margins and operating profits. Additionally, the fair value of assets acquired and liabilities assumed may be materially impacted by the results of Antigen’s operations up to November 8, 2007 the date of the acquisition.

The preliminary purchase price and related allocation to the estimated fair values of the assets acquired and liabilities assumed, is as follows:

Cash paid at closing to Antigen shareholders	$	8,800,000
Amount due former Antigen shareholders		1,000,000
Estimated acquisition costs (including $93,265 included in Planet’s Other Assets)		393,265
Total purchase price		10,193,265
Assets acquired and liabilities assumed:
Accounts receivable		398,903
Inventory		3,676,212
Property and equipment		751,283
Other assets		55,539
Accounts payable		(344,977	)
Bank debt		(497,956	)
Note payable — shareholder		(200,000	)
Other liabilities		(698,287	)
Net assets acquired		3,140,717
Excess of purchase price over fair value of net assets acquired	$	7,052,548

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2. Pro forma Adjustments to Condensed Combined Balance Sheet

The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet:

(a) Adjustments to cash

	September 30,
	2007
To record sale of 3,233,334 shares of Series B Preferred Stock	$	19,400,000
Cash paid to seller at closing		(8,800,000	)
To record payoff of Antigen bank credit line		(180,595	)
To record payoff of Antigen note payable — bank		(292,024	)
To record payoff of Antigen shareholder loan		(200,000	)
Total	$	9,927,381

(b) Adjustments to reflect preliminary allocation of purchase price — see Note 1

	September 30,
	2007
To record excess of purchase price over fair value of net assets acquired	$	7,052,548

(c) To record acquisition costs

	September 30,
	2007
Prepaid costs included in other assets	$	93,265
Estimated additional costs		300,000
Total	$	393,265

(d) To record additional consideration due Sellers

	September 30,
	2007
To record amount due former Antigen shareholders	$	1,000,000

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2. Pro forma Adjustments to Condensed Combined Balance Sheet (continued)

(e) Adjustments related to conversion of Planet debt to shareholder

	September 30,
	2007
Conversion of note payable (Windamere) to 83,333 shares of Series B Preferred Stock	$	500,000

(f) Adjustments related to Series B Preferred Stock

	September 30,
	2007
To record beneficial conversion feature of Series B Preferred Stock	$	4,145,834

(g) Adjustments related to Antigen equity

	September 30,
	2007
To eliminate Antigen common stock	$	37,180
To eliminate Antigen retained earnings		3,103,537
Total	$	3,140,717

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3. Pro forma Adjustments to Condensed Combined Statements of Operations

The following pro forma adjustments are included in the unaudited pro forma condensed combined statements of operations:

(a) Adjustments related to pay-off of Antigen bank and shareholder debt

	Nine months
	ended		Year ended
	September 30,		December 31,
	2007		2006
To eliminate interest expense on Antigen bank debt	$	27,582	$	36,751
To eliminate interest expense on Antigen shareholder payable		10,471		14,000
Total	$	38,053	$	50,751

(b) Adjustments related to conversion of Planet debt to shareholder

	Nine months
	ended		Year ended
	September 30,		December 31,
	2007		2006
To eliminate interest expense on note payable (Windamere)	$	26,772	$	17,260
Total	$	26,772	$	17,260

(c) Adjustments related to Series B Convertible Preferred Stock

	Nine months
	ended		Year ended
	September 30,		December 31,
	2007		2006
To record amortization of beneficial conversion feature	$	342,831	$	450,253
To record cumulative dividends at $0.48 per share		1,194,000		1,592,000
Total	$	1,536,831	$	2,042,253

(d) Outstanding Planet options and the Series B Preferred Stock have been excluded from earnings per share calculations as their affects are antidilutive due to the result of combined net losses.

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