U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1
         (Mark One)

         [X] Annual report under Section 13 or 15(d) of the Securities  Exchange
             Act of 1934 (Fee required)

         For the fiscal year ended December 31, 1997

         [ ]  Transition  report  under  Section  13 or 15(d) of the  Securities
              Exchange Act of 1934 (No fee required)

         For the transition period from __________ to _________

                         Commission file number 1-13048

                          HEALTHY PLANET PRODUCTS, INC.
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                 (Name of Small Business Issuer in Its Charter)

          Delaware                                        94-2601764
-------------------------------                        ----------------
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

1700 Corporate Circle, Petaluma, California                  94954
----------------------------------------                   ----------
(Address of Principal Executive Offices)                   (Zip Code)

                                 (707) 778-2280
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                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

    Title of Each Class              Name of Each Exchange on Which Registered
    -------------------              -----------------------------------------

Common Stock, $.01 par value                American Stock Exchange
----------------------------                -----------------------

----------------------------                -----------------------

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.01 par value
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                                (Title of Class)

-------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the registrant  was required to file such  reports),and  (2)
has been subject to such filing requirements for past 90 days.

Yes    X          No
     -----              -----

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The Issuer's  revenues for its most recent  fiscal year ended  December
31, 1997 were $4,099,600.

         On March 16, 1998,  the  aggregate  market value of the voting stock of
Healthy Planet Products,  Inc. (consisting of Common Stock, $.01 par value) held
by non-affiliates  of the Registrant was  approximately  $5,848,600 based on the
closing  price for such Common  Stock on said date as  reported by the  American
Stock Exchange.

         In making the foregoing  calculation,  the Company has, for calculation
purposes  only,  (i) included all  presently  outstanding  31,335  shares of its
Series  D  Preferred  Stock  convertible  into  shares  of  Common  Stock  on  a
share-for-share  basis and (ii) assumed that any shareholder  owning 10% or more
of its  Common  Stock (or  Series D  Preferred  Stock) is an  affiliate  and has
excluded such shares in making the calculation.

         On March 16, 1998,  there were 2,282,368  shares of Common Stock,  $.01
par value, issued and outstanding (exclusive of 31,335 shares of voting Series D
Preferred Stock convertible into 31,335 shares of Common Stock).


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Prefatory Note to Amendment No. 1 on Form 10-KSB/A

         Healthy  Planet  Products,  Inc.,  (the  "Company")  has discovered two
clerical  errors in the  Company's  Annual  Report on Form 10-KSB filed with the
Securities and Exchange  Commission on March 30, 1998 (the "Form 10-KSB").  This
Amendment  No. 1 on Form  10-KSB/A  is being filed to: (i) amend and restate the
signature page of the Form 10-KSB, for the purpose of correcting a typographical
error which resulted in the  inadvertent  omission of the date on which the Form
10-KSB was signed;  and (ii) include Exhibit 27, Financial Data Schedule,  which
was inadvertently omitted from the Form 10-KSB.


<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  Report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                  HEALTHY PLANET PRODUCTS, INC.


                                  By \s\ Bruce A. Wilson
                                    -------------------------------------------
                                    Bruce A. Wilson
                                    Chairman, President, Chief Executive, Chief 
                                    Operating and Chief Financial Officer, and
                                    Principal Accounting Officer
Dated:  March  30, 1998

         In accordance  with the Exchange Act, this Report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.


 \s\ Bruce A. Wilson                                   March  30, 1998
----------------------------------
Bruce A. Wilson
 Chairman of the Board, President,
 Chief Executive, Chief Operating
 and Chief Financial Officer


 \s\ Robert Fagenson                                   March  30, 1998
----------------------------------
Robert Fagenson
 Director


 \s\ John V. Winfield                                  March  30, 1998
----------------------------------
John V. Winfield
 Director


 \s\ M. Scott Foster                                   March  30, 1998
----------------------------------
M. Scott Foster
 Director, Vice President-Sales


 \s\ Joseph F. Furlong III                             March  30, 1998
----------------------------------
Joseph F. Furlong III
 Director


 \s\ Daniel R. Coleman                                 March  30, 1998
----------------------------------
Daniel R. Coleman
 Director

                                      
<PAGE>


                                   SIGNATURE

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934, as amended,  the Registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized,  as of the 3rd day of
April, 1998.

          
                                 HEALTHY PLANET PRODUCTS, INC.



                                 By: /s Bruce A. Wilson
                                    ----------------------------  
                                        Bruce A. Wilson
                                    Chairman, President, Chief Executive,
                                    Chief Operating and Chief Financial Officer,
                                    and Principal Accounting Officer