SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

/X/  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

                                       OR

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

For the transition period from ____________________ to ____________________

                           Commission File No. 1-13048

                          HEALTHY PLANET PRODUCTS, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                     94-2601764
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

1700 Corporate Circle, Petaluma, California              94954
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:   (707) 778-2280

Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
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 the past
90 days.

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

         As of May 8, 1997,  there were issued and outstanding  1,827,362 shares
of common stock of the registrant  (exclusive of 186,341 shares of voting Series
D Preferred Stock convertible into 186,341 shares of common stock).


                                  Page 1 of 13

<PAGE>

<TABLE>
                                    HEALTHY PLANET PRODUCTS, INC.

<CAPTION>
                                              INDEX


                                                                                          Page

<S>                                                                                         <C>
Form 10-QSB Cover Page                                                                      1

Index                                                                                       2

PART I.      FINANCIAL INFORMATION

         Item 1.   Financial Statements

                  Balance Sheet at March 31, 1997                                           3

                  Statements of Operations for the three-months ended                       5
                      March 31, 1997 and 1996

                  Statements of Cash Flows for the three-months ended                       6
                      March 31, 1997 and 1996


                  Notes to the Financial Statements                                         7

         Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                                      9



PART II.     OTHER INFORMATION

         Item 6.    Exhibits and Reports on Form 8-K, Signature                            13

</TABLE>
                                         Page 2 of 13

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.   Financial Statements


                          HEALTHY PLANET PRODUCTS, INC.

                                  BALANCE SHEET

                                     ASSETS

                                                                       March 31,
                                                                         1997
                                                                      ----------
                                                                     (Unaudited)
CURRENT ASSETS
         Cash and cash equivalents                                    $  882,945
         Marketable securities                                         2,014,833
         Accounts receivable - net of allowances for doubtful
                accounts and returns of $120,196                         727,801
         Inventories                                                   1,801,483
         Advance on royalties                                            311,444
         Prepaid expenses                                                176,872
         Deferred income taxes                                           377,000
                                                                      ----------

                  Total current assets                                 6,292,378
                                                                      ----------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
         depreciation and amortization                                   452,949
                                                                      ----------

OTHER ASSETS
         Deferred income taxes                                         1,506,000
         Security deposits                                                36,352
         Publishing rights - net of accumulated
            amortization of $350,230                                     111,398
         Other                                                           125,896
                                                                      ----------

                  Total other assets                                   1,779,646
                                                                      ----------

TOTAL ASSETS                                                          $8,524,973
                                                                      ==========


                     The accompanying notes are an integral
                       part of these financial statements.

                                  Page 3 of 13

<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                            BALANCE SHEET (Continued)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                    March 31,
                                                                      1997
                                                                  ------------
                                                                   (Unaudited)

CURRENT LIABILITIES
         Accounts payable                                         $    408,462
         Royalties payable                                               8,619
         Commissions payable                                            39,806
         Income taxes payable                                            4,700
         Dividends payable                                              61,500
         Accrued wages, bonus' and payroll taxes                        43,304
         Accrued liabilities                                            21,624
                                                                  ------------

                  Total current liabilities                            588,015

ACCRUED RENT PAYABLE                                                    55,122
                                                                  ------------
TOTAL LIABILITIES                                                      643,137
                                                                  ------------

SHAREHOLDERS' EQUITY
         Common stock, $.01 par value, 12,000,000 shares
            authorized, 1,827,362 shares issued and outstanding         18,273
         Preferred stock, Series B, $.10 par value, with
            aggregate liquidation preferences of $100,080,
            14,250 shares authorized, 834 shares issued
            and outstanding                                                 83
         Preferred stock, Series D, $.10 par value, with
            aggregate liquidation preferences of $952,203
            371,009 shares authorized, 186,341 issued and
            outstanding                                                 18,634

         Additional paid-in capital                                 12,308,071

         Accumulated deficit                                        (4,463,225)
                                                                  ------------

                  Total shareholders' equity                         7,881,836
                                                                  ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $  8,524,973
                                                                  ============


                     The accompanying notes are an integral
                       part of these financial statements.

                                  Page 4 of 13

<PAGE>

                         HEALTHY PLANET PRODUCTS, INC.

                             STATEMENT OF OPERATIONS

                                   (Unaudited)



                                                    Three Months Ended March 31,
                                                    ----------------------------

                                                        1997             1996
                                                    -----------      -----------

NET SALES                                           $   828,281      $   840,694

COST OF GOODS SOLD                                      362,998          283,652
                                                    -----------      -----------

GROSS PROFIT                                            465,282          557,042
                                                    -----------      -----------

OPERATING EXPENSES:
          Selling, shipping and marketing               227,417          147,612
          General and administrative                    417,128          359,639
                                                    -----------      -----------
                                                        644,545          507,251
                                                    -----------      -----------

OPERATING (LOSS) INCOME                                (179,263)          49,791
                                                    -----------      -----------

OTHER INCOME:
          Interest income                                44,966           47,167
          Other income                                    4,643           40,318
                                                    -----------      -----------
                                                         49,609           87,485
                                                    -----------      -----------

INCOME (LOSS) BEFORE TAXES                             (129,654)         137,276

PROVISION FOR INCOME TAXES                                 --             54,910
                                                    -----------      -----------

NET (LOSS) INCOME                                   $  (129,654)     $    82,366
                                                    ===========      ===========

EARNINGS (LOSS) PER SHARE                           $      (.07)     $       .04
                                                    ===========      ===========

WEIGHTED AVERAGE COMMON
         SHARES OUTSTANDING                           1,827,362        2,055,166
                                                    ===========      ===========


              The accompanying notes are an integral part of these
                             financial statements.

                                  Page 5 of 13

<PAGE>


<TABLE>
                                                    HEALTHY PLANET PRODUCTS, INC.

                                                       STATEMENT OF CASH FLOWS

                                                             (Unaudited)
<CAPTION>

                                                                                                   Three Months Ended March 31,
                                                                                               ------------------------------------

                                                                                                  1997                      1996
                                                                                               -----------              -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                            <C>                      <C>        
         Net Income (Loss)                                                                     $  (129,654)             $    82,366
         Non-cash items included in net income (Loss)
               Depreciation and amortization                                                        50,668                   45,038
               Decrease in allowances for doubtful
                   accounts and returns                                                           (274,426)                (382,658)
               Increase/decrease in deferred income taxes                                             --                     46,730

         Changes in:
               Accounts receivables                                                                550,030                  481,513
               Inventories                                                                        (383,543)                (245,863)
               Advance on royalties                                                               (311,444)                (274,716)
               Prepaid expenses                                                                    (51,653)                (113,561)
               Accounts payable                                                                     13,679                   77,214
               Royalties payable                                                                     1,204                    1,712
               Commissions payable                                                                 (78,174)                (129,944)
               Income taxes payable                                                                (16,300)                    --
               Accrued wages, bonus & payroll taxes                                                (27,269)                 (87,315)
               Accrued liabilities                                                                 (26,831)                 (24,423)
               Accrued rent payable                                                                 14,610                       33
                                                                                               -----------              -----------
               Net cash used by operating activities                                              (669,103)                (523,874)
                                                                                               -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
               Purchases of marketable securities                                                  (25,614)                    --
               Purchase of equipment & color separations                                           (30,124)                 (23,091)
               Security deposits                                                                      --                    (60,032)
               Other assets                                                                        (42,925)                 (18,653)
                                                                                               -----------              -----------
               Net cash used by investing activities                                               (98,663)                (101,776)
                                                                                               -----------              -----------

DECREASE IN CASH AND CASH EQUIVALENTS                                                             (767,766)                (625,650)
CASH AND CASH EQUIVALENTS,
       BEGINNING OF PERIOD                                                                       1,650,711                4,142,131
                                                                                               -----------              -----------
CASH AND CASH EQUIVALENTS,
       END OF PERIOD                                                                           $   882,945              $ 3,516,481
                                                                                               ===========              ===========

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:
         Cash paid during the period for:
Interest                                                                                       $      --                $      --
Income taxes                                                                                   $    16,300              $    17,780


<FN>
                                        The accompanying notes are an integral part of these
                                                            statements.
</FN>
</TABLE>

                                                            Page 6 of 13

<PAGE>


                         HEALTHY PLANET PRODUCTS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

  The financial  statements  included  herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been omitted pursuant to such rules and regulations.
It is  believed,  however,  that  the  disclosures  are  adequate  to  make  the
information presented not misleading.

  The  financial  statements,   in  the  opinion  of  management,   reflect  all
adjustments  necessary,  which are of a normal recurring nature, to fairly state
the  financial  position and the results of  operations.  These  results are not
necessarily to be considered indicative of the results for the entire year.

NOTE 2 - INVENTORIES

    Inventories consist of the following:
                                                                       March 31,
                                                                         1997
                                                                      ----------

Raw materials                                                         $  143,962
Work-in-process                                                        1,215,521
Finished goods                                                           442,000
                                                                      ----------

                                                                      $1,801,483
                                                                      ==========

NOTE 3 - PROPERTY AND EQUIPMENT

    Property  and   equipment   consist  of  the following:

                                                                       March 31,
                                                                         1997
                                                                      ---------

Machinery, equipment and leasehold improvements                       $ 670,785
Color separations                                                       212,557
Furniture and fixtures                                                   72,664
Computer software                                                        38,171
                                                                      ---------

                                                                        994,177

Less accumulated depreciation and amortization                         (541,228)
                                                                      ---------

                                                                      $ 452,949
                                                                      =========

                                  Page 7 of 13

<PAGE>

                         HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

  As of January 1, 1997 the Company had  available  federal net  operating  loss
carryovers of  approximately  $4,664,000 to be applied  against  future  federal
taxable  income,  of which  $2,862,000 of net operating  losses are subject to a
limitation  under Section 382 of the Internal Revenue Code of $476,950 per year.
Also  available  are  approximately  $25,500 of  alternative  minimum tax credit
carryforwards to reduce future federal and California  regular income taxes over
an indefinite  period.  Based on anticipated growth in future years, the Company
believes it will fully utilize  available  Federal net operating losses prior to
expiration.

  The Company has  substantial  net  operating  loss  carryforwards  and credits
available to offset  future income tax  liabilities.  The expected tax effect of
these  losses  and  credits  are   reflected  as  deferred  tax  assets  on  the
accompanying balance sheet. Deferred tax assets consist of the following:


Net operating loss carryforwards                                    $ 1,645,800
AMT carryforwards                                                        25,500
Other                                                                   211,700
                                                                    -----------
                                                                      1,883,000

Deferred income taxes expected
   to be utilized currently                                            (377,000)
                                                                    -----------
Deferred income taxes                                               $ 1,506,000
                                                                    ===========

                                  Page 8 of 13

<PAGE>

Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Special Note Regarding Forward-Looking Statements

  Certain statements in this Form 10-QSB,  including information set forth under
this Item 2  "Management's  Discussion  and Analysis of Financial  Condition and
Results  of  Operations"  constitute  "forward-looking  statements"  within  the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Act").
Healthy Planet Products, Inc. (the "Company") desires to avail itself of certain
"safe harbor" provisions of the Act and is therefore including this special note
to enable the Company to do so. Forward-looking statements included in this Form
10-QSB or hereafter  included in other publicly  available  documents filed with
the Securities and Exchange  Commission,  reports to the Company's  stockholders
and other  publicly  available  statements  issued or  released  by the  Company
involve known and unknown  risks,  uncertainties,  and other factors which could
cause the  Company's  actual  results,  performance  (financial or operating) or
achievements  to differ  from the  future  results,  performance  (financial  or
operating)  achievements expressed or implied by such forward looking statement.
Such  future  results  are based upon  management's  best  estimates  based upon
current  conditions  and the most recent  results of  operations.  These include
management's  forecasts for sales, the decrease in net sales for the three month
period ended March 31,  1997,  purchasing  plans and  programs of certain  large
chain buyers relating to holiday product recently  experienced  decline in gross
margin as well as marginal increases in general and administrative expenses, the
recent  adverse  trend  in the  general  retail  environment,  general  economic
conditions,  competition  generally and specifically  relating to greeting cards
having  environmental,  nature or wildlife themes and the ability of the Company
to sustain consumer demand for the Company's principal Sierra Club card line. In
addition,  the  ability of the Company to enhance and expand its product mix and
to successfully  introduce new products which will meet with consumer acceptance
may also  affect  future  results.  The  Company  to date  has  been  materially
dependent  upon the efforts of Messrs.  Bruce  Wilson and M. Scott  Foster,  who
constitute the Company's core senior management. The loss of either Mr. Wilson's
or Mr. Foster's services may have a materially  adverse effect upon the business
or operations of the Company.

Sales

 For the three months ended March 31, 1997,  the Company's net sales amounted to
$828,281  which  reflected  a decrease  of $12,413 or 1.5% versus the prior year
level of $840,694.  An increase of $224,000 or 26.6% due to the  introduction of
new products was offset by a 23.6% decline in base business and seasonal returns
exceeding estimates by $113,000 to result in the overall marginal decline.

Gross Profit

  For the three months ended March 31, 1997,  gross profit  amounted to $465,282
or 56.1% of sales. For the comparable prior year quarter,  gross profit amounted
to $557,042 or 66.3% of sales. One-time new product introductory  allowances and
the one-time  cost of fixtures  associated  with the new product  launch  eroded
gross profit by $128,000 or 11.0%.

                                  Page 9 of 13

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Operating Expenses

  For the three  months ended March 31, 1997,  selling,  shipping and  marketing
expenses  amounted to $227,417  reflecting  an increase  versus the prior year's
level of $147,612 by $79,805 or 54.1%.  Increased  commissions,  advertising and
travel costs associated with the new product launch accounted for the quarter to
quarter increase.

  General and administrative  expenses amounted to $417,128 for the three months
ended March 31,  1997,  reflecting  an  increase of $57,489 or 16.0%  versus the
prior year quarter of $359,639.  Increased rent and insurance  costs  associated
with the new facility were offset in part by lower  manpower  costs to result in
the quarter to quarter increase. 

Income

  An  operating  loss of $179,263 or ($.10) per share was incurred for the three
months  ended March 31, 1997.  Interest and other income of $49,609  reduced the
operating loss to result in a net loss of $129,654 or ($.07) per share.  For the
prior year quarter net income amounted to $82,366 or $.04 per share. The decline
at gross  margin and  increased  operating  costs  resulted in the current  year
quarters' loss.

Balance Sheet

  Total assets amounted to $8,524,973 as of March 31, 1997 reflecting a decrease
versus the December  31, 1996 level of  $8,773,900  by  $248,927.  The period to
period decrease was a result of decreased cash and accounts receivable offset in
part by increased  inventories and royalty advances.  Total current  liabilities
amounted to $643,137 as of March 31, 1997 versus the  December 31, 1996 level of
$762,300.  The  decrease  was a result of the  paydown of  seasonal  commissions
during the quarter.

Liquidity and Capital Resources

  At March 31, 1997, the Company's  working capital was $5,704,363  reflecting a
decrease of $137,337  versus working capital at December 31, 1996 of $5,841,700.
Cash of  $669,103  was used during the period to support  operating  activities.
Cash of $98,663  was used  during the period  for  capital  expenditures.  Major
capital  expenditures for the period included the purchase of new product rights
and separations in support of the new product launch.

  The  present  primary  sources  of  the  Company's  liquidity  has  been  cash
internally  generated from operations,  proceeds obtained by the Company through
the public sale of its  securities,  and the  availability  of a secured line of
credit. The Company has a $500,000 secured line of credit from Westamerica Bank.
The Company  draws on this line from time to time on a short term  basis.  As of
March 31, 1997, there was no outstanding amount under this line of credit.

                                  Page 10 of 13

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Effects of Inflation

 The Company does not view the effects of inflation as having a material  effect
upon its  business.  Increases  in paper and  labor  costs  have been  offset by
increases  in the price of the  Company's  cards and through  higher print runs,
which  have  reduced  the unit cost of the  Company's  card  product.  While the
Company has in the past increased its prices to its customers, it has maintained
its relative  competitive  price  position  within the general range of greeting
cards.

                                  Page 11 of 13