Mail Stop 6010

      							July 21, 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
      Supplemental Response dated July 19, 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 supplemental response and have the
following comments.  Where indicated, we think you should revise
your
filing 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.
Schedule 14A

General
1. It does not appear that the Company`s response letter, dated
July
19, 2005, has been filed on the EDGAR database.  Please file this
letter on EDGAR under the form type label "CORRESP" as soon as
possible.
2. We note your response to comments 12 and 13 of our prior letter
dated July 14, 2005 and the associated revisions to your proxy
statement disclosure.  In your response, you discuss your ongoing
$3.0 million private placement and state that you intend to raise
an
additional $2.75 million immediately prior to the closing of the
merger with ACP.  It appears that the Agreement and Plan of
Merger,
dated as of March 7, 2005, prohibits Planet from issuing or
selling
additional shares of stock in the period commencing March 7, 2005
and
ending on the Effective Time of the Merger, except as set forth in
the Disclosure Schedule to the Agreement and except for the
completion by Planet of a private placement up to an additional
$2.0
million.  Accordingly, the $3.0 million offering described in the
proxy statement would violate this particular forbearance
covenant,
absent ACP`s prior written consent.  Please confirm our reading of
Article 4.01(b) of the Merger Agreement and advise us whether ACP
has
given its consent to the $3.0 million offering.
3. In addition, please disclose the material terms of the private
placement, including the number of shares included and the price
per
share.  We also note that your discussion indicates that you
"intend"
to raise an additional $2.75 million immediately prior to the
closing
of the merger.  This statement creates some ambiguity concerning
whether you have commitments for the remaining $2.75 million or
are
still in the process of raising the funds.  Please make this point
clear and, as appropriate, discuss the likelihood of completing
this
offering and raising the necessary funds.
4. Please provide us with the stock purchase agreement and other
agreements that investors in the $3 million private offering have
executed or will execute in connection with their securities
purchases.

*	*	*

	As appropriate, please amend your filing in response to these
comments.  You may wish to provide us with marked copies of
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR under the form type label CORRESP.  Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.

	You may contact Sasha Parikh at (202) 551-3627 or Mary Mast
at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact Daniel
Greenspan, Attorney-Advisor, at (202) 551-3623, Michael Reedich,
Special Counsel, at (202) 551-3612, or me at (202) 551-3710 with
any
other questions.

								Sincerely,




								Jeffrey Riedler
      							Assistant Director


cc:	Reggie F. Borkum, Esq.
	Bob Blanchard, Esq.
Blanchard, Krasner & French
	800 Silverado Street, Second Floor
La Jolla, CA 92037


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Scott L. Glenn
Planet Technologies, Inc.
July 21, 2005
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