U.S. 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, 2000

                                       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                                               92-2601764
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

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 10, 2000, there were issued and outstanding  3,840,584 shares
of common stock of the registrant (exclusive of 31,335 shares of voting Series D
Preferred Stock convertible into 31,335 shares of common stock).

         Transitional Small Business Disclosure Format Yes ___ No _X_

                                  Page 1 of 13

<PAGE>


                          HEALTHY PLANET PRODUCTS, INC.

                                      INDEX

                                                                            Page
                                                                            ----

Form 10-QSB Cover Page                                                         1

Index                                                                          2

PART I. FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Balance Sheet at March 31, 2000                              3

                  Statements of Operations for the three-months ended          4
                      March 31, 2000 and 1999

                  Statements of Cash Flows for the three-months ended          5
                      March 31, 2000 and 1999

                  Notes to the Financial Statements                            7

         Item 2.  Management's Discussion and Analysis of Financial           10
                      Condition and Results of Operations


PART II. OTHER INFORMATION

         Item 3.  Legal Proceedings                                           12

         Item 6.  Exhibits and Reports on Form 8-K                            12

         Signature                                                            13

                                  Page 2 of 13

<PAGE>


<TABLE>
                                                    PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

                                                            BALANCE SHEET
                                                             (Unaudited)
                                                               ASSETS

<CAPTION>
                                                                                                                         March 31,
                                                                                                                           2000
                                                                                                                       ------------
<S>                                                                                                                    <C>
CURRENT ASSETS
     Cash and cash equivalents                                                                                         $  1,044,831
     Accounts receivable - net of allowances for doubtful
         accounts and returns of $134,283                                                                                   637,296
     Inventories                                                                                                            661,378
     Advance on royalties                                                                                                    28,221
     Prepaid expenses                                                                                                        85,498
                                                                                                                       ------------
                  Total current assets                                                                                    2,457,224
                                                                                                                       ------------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
         depreciation and amortization                                                                                      588,449
                                                                                                                       ------------

OTHER ASSETS

     Deferred income taxes                                                                                                  450,700
     Security deposits                                                                                                       34,277
     Publishing rights - net of accumulated amortization of $190,000                                                         87,937
     Other                                                                                                                   81,605
                                                                                                                       ------------
                  Total other assets                                                                                        654,519
                                                                                                                       ------------
TOTAL ASSETS                                                                                                           $  3,700,192
                                                                                                                       ============

                                                LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                                                                  $    816,288
     Royalties payable                                                                                                       47,646
     Commissions payable                                                                                                     20,774
     Series B preferred stock redemption and dividends payable                                                              161,500
     Accrued wages, bonuses and payroll taxes                                                                                91,251
     Accrued liabilities                                                                                                    165,365
     Current portion of obligations under capital lease                                                                      35,627
                                                                                                                       ------------
                  Total current liabilities                                                                               1,338,451

OTHER LIABILITIES
     Obligations under capital lease, net of current portion                                                                 87,513
                                                                                                                       ------------
                                                                                                                          1,425,964

SHAREHOLDERS' EQUITY
     Common stock, $.01 par value, 12,000,000 shares
         authorized, 3,840,584 shares issued and outstanding                                                                 38,406
     Preferred stock, Series D, $.10 par value, with
         aggregate liquidation preferences of $160,100,
         371,009 shares authorized, 31,335 issued and outstanding                                                             3,134
     Additional paid-in capital                                                                                          14,670,188
     Accumulated deficit                                                                                                (12,437,500)
                                                                                                                       ------------
                  Total shareholders' equity                                                                              2,274,228
                                                                                                                       ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                             $  3,700,192
                                                                                                                       ============

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

                                                            Page 3 of 13

<PAGE>


<TABLE>
                                                    HEALTHY PLANET PRODUCTS, INC.

                                                      STATEMENTS OF OPERATIONS

                                                             (Unaudited)

<CAPTION>
                                                                                                 Three Months Ended March 31,
                                                                                            ---------------------------------------
                                                                                                2000                        1999
                                                                                            -----------                 -----------
<S>                                                                                         <C>                         <C>
NET SALES                                                                                   $   953,807                 $   550,483

COST OF GOODS SOLD                                                                              510,135                     324,933
                                                                                            -----------                 -----------

GROSS PROFIT                                                                                    443,672                     225,550
                                                                                            -----------                 -----------

OPERATING EXPENSES:
     Selling, shipping and marketing                                                            261,168                     199,561
     General and administrative                                                                 559,850                     456,640
                                                                                            -----------                 -----------
                                                                                                821,018                     656,201
                                                                                            -----------                 -----------

OPERATING LOSS                                                                                 (377,346)                   (430,651)
                                                                                            -----------                 -----------

OTHER INCOME/EXPENSE:
     Interest expense                                                                              (570)                     (2,635)
     Interest income                                                                             10,112                      18,808
     Other income                                                                                 2,940                      36,962
                                                                                            -----------                 -----------
                                                                                                 12,482                      53,135
                                                                                            -----------                 -----------

LOSS BEFORE INCOME TAXES                                                                       (364,864)                   (377,516)

PROVISION FOR INCOME TAXES                                                                          800                         800
                                                                                            -----------                 -----------

NET LOSS                                                                                    $  (365,664)                $  (378,316)
                                                                                            ===========                 ===========

LOSS PER COMMON SHARE                                                                       $      (.10)                $      (.14)
                                                                                            ===========                 ===========


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                    3,840,584                   2,799,773
                                                                                            ===========                 ===========

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

                                                            Page 4 of 13

<PAGE>
<TABLE>
                                           HEALTHY PLANET PRODUCTS, INC.

                                             STATEMENTS OF CASH FLOWS

                                                    (Unaudited)
<CAPTION>

                                                                              Three Months Ended March 31,
                                                                               --------------------------
                                                                                   2000           1999
                                                                               -----------    -----------
<S>                                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net Loss                                                                  ($  365,664)   ($  378,316)
     Adjustments to reconcile net loss to net cash from operating activities
         Depreciation and amortization                                              72,687         74,096
         Allowance for doubtful accounts and returns                              (124,046)      (249,292)
         Inventory reserve                                                         (36,998)      (107,000)

     Changes in:
         Accounts receivable                                                        30,244        627,987
         Inventories                                                              (103,879)       135,864
         Advance on royalties                                                       (7,001)       (16,594)
         Prepaid expenses                                                           12,274        (72,665)
         Accounts payable                                                          298,870          1,207
         Royalties payable                                                         (15,748)        15,282
         Commissions payable                                                       (13,590)       (52,624)
         Accrued wages, bonus & payroll taxes                                      (73,349)        17,980
         Accrued liabilities                                                        58,365         75,045
         Accrued rent payable                                                            0          6,621
                                                                               -----------    -----------
              Net cash from operating activities                                  (267,835)        77,591
                                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sales/Purchases of marketable securities                                            0            333
     Purchase of property and equipment                                            (41,299)       (29,167)
     Purchase of publishing rights                                                 (14,973)        (4,647)
     Security deposits                                                               4,860              0
     Leasehold improvements                                                        (57,785)             0
                                                                               -----------    -----------
         Net cash from investing activities                                       (109,197)       (33,481)
                                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net proceeds from capital lease                                               123,140              0
     Principal repayments on note payable                                                0        (45,525)
     Net proceeds from Stock Rights offering                                             0      1,494,094
                                                                               -----------    -----------
         Net cash from financing activities                                        123,140      1,448,569
                                                                               -----------    -----------

(DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS                                 (253,892)     1,492,679
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   1,298,723      2,162,610
                                                                               -----------    -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $ 1,044,831    $ 3,655,289
                                                                               ===========    ===========

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:
     Cash paid during the period for:
         Interest                                                              $       570    $     2,635
         Income taxes                                                          $       800    $       800
<FN>

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

                                                   Page 5 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,
                                                                         2000
                                                                       --------
Raw materials                                                          $ 23,470
Work-in-process                                                         316,861
Finished goods                                                          321,047
                                                                       --------
                                                                       $661,378
                                                                       ========


NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

                                                                      March 31,
                                                                        2000
                                                                    -----------
     Machinery, equipment and leasehold improvements                $   850,334
     Molds                                                              406,000
     Color separations                                                  320,209
     Furniture and fixtures                                             105,314
     Computer software                                                  249,639
                                                                    -----------
                                                                      1,931,496
Less accumulated depreciation and amortization                       (1,343,047)
                                                                    -----------
                                                                    $   588,449
                                                                    ===========

                                  Page 6 of 13

<PAGE>


                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

At March 31, 2000,  the Company had available net operating  loss  carryovers of
approximately  $10,848,000 to be applied  against future federal taxable income.
Due to changes in  ownership  during  1999,  1998 and 1997,  these  amounts  are
subject to a Section 382  limitation.  The Company has not calculated the effect
of the  limitation.  If the Company does generate  sufficient  income to use the
maximum limitation, remaining amounts accumulate for use in future periods until
the operating  loss  expires.  For federal tax  purposes,  net operating  losses
expire as follows:

                  Year Ending December 31,
                  -----------------------
                           2002                            $  2,638,500
                           2003                               1,222,000
                           2004                               1,299,100
                           2005                                 383,500
                           2006                                  31,700
                           2012                                 570,700
                           2018                               1,821,600
                           2019                               2,515,900
                           2020                                 365,000
                           ----                            ------------
                                                            $10,848,000
                                                            ===========


The Company has available  approximately  $25,500 of federal Alternative Minimum
Tax credits which can be carried forward  indefinitely and offset against future
income taxes.

The Company has available  approximately  $2,644,000 of California net operating
losses which can be carried  forward and offset against  future taxable  income.
These  loss  carryforwards  expire  through  2005 and may be subject to the same
limitations as the federal net operating losses.

Management of the Company  believes it is more likely than not that a portion of
the  federal  net  operating  loss  carryforwards  will  be  utilized  prior  to
expiration.  A valuation  allowance has been established  against  remaining net
operating loss carryforwards.

                                  Page 7 of 13

<PAGE>


                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

NOTE 4. INCOME TAXES (continued)

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. A valuation allowance has been established since the
realization of tax benefits of net operating loss  carryforwards is not assured.
The amount of the  valuation  allowance  will be reviewed on a quarterly  basis.
Deferred tax assets consist of the following:

Accounts receivable allowances                                          110,700
Inventory reserve                                                       354,700
Other                                                                   (18,400)
Valuation allowance                                                    (447,000)
                                                                    -----------

Current deferred tax asset                                          $      --
                                                                    ===========

Depreciation and amortization                                       $    87,500
Benefits from net operating loss carryforward                         3,922,200
Valuation allowance                                                  (3,954,700)
Other                                                                   (55,000)
                                                                    -----------

Non current deferred tax asset                                      $   450,700
                                                                    ===========

                                  Page 8 of 13

<PAGE>


                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

NOTE 5. - EARNINGS PER SHARE

Warrants  to purchase  1,031,394  shares of common  stock at a weighted  average
price per share of $2.10 and options to purchase  160,000 shares of common stock
at a weighted  average  price per share of $4.36 were  outstanding  at March 31,
1999, but were not included in the computation of diluted  earnings per share as
the exercise  prices were  greater  than the average  market price of the common
shares.

Warrants to purchase  739,144 shares of common stock at a weighted average price
per share of $2.05 and options to purchase  355,000  shares of common stock at a
weighted  average price per share of $5.77 were  outstanding  at March 31, 1999,
but were not included in the  computation  of diluted  earnings per share as the
exercise prices were greater than the average market price of the common shares.

Preferred stock  convertible into 31,335 shares of common stock were outstanding
at March 31, 2000 and 1999, but were not included in the  computation of diluted
earnings per share as the effect would be anti-dilutive.


NOTE 6. - CONTINGENCY

In  December  1999,  the Company  notified  the Sierra Club that it would not be
continuing its license  agreement with the Sierra Club beyond 1999. That license
agreement has an arbitration  clause. On March 14, 2000, the Sierra Club filed a
complaint  for  breach  of  contract  in the  Superior  Court  of the  State  of
California,  County  of  San  Francisco,  Case  No.  310683,  in  support  of an
application  for a provisional  order of attachment  against the Company pending
determination of arbitration proceeding that Sierra Club is expected to commence
against the Company  concerning  termination of the license.  On April 27, 2000,
the  Superior  Court  denied  the  Sierra  Club's  application  for  a  writ  of
attachment.  It is expected  that the civil  action will be  dismissed or stayed
since the dispute is governed by the arbitration  clause.  The Company  believes
that the Sierra  Club's  claims are  without  merit and  intends to defend  them
vigorously if an arbitration proceeding is commenced.


                                  Page 9 of 13

<PAGE>

                     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 Item 6  "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"). 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 From 10-QSB or hereafter included in
other  publicly  available  documents  filed with the  Securities  and  Exchange
Commission,  report 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  statements.  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,
purchasing  plans and programs of certain large chain buyers relating to holiday
product,  net  operating  losses in each of the three most recent  fiscal years,
general  economic  conditions  for  the  Company's  product  lines,  competition
generally  and  specifically  relating to greeting  cards having  environmental,
nature or wildlife themes, the ability of the Company to sustain consumer demand
for  the  Company's  principal  card  lines,  the  ability  of  the  Company  to
successfully market its line of handcrafted  sculptures,  figurines and adoption
kits, and the absence of long term supply  contracts which could make production
costs  unpredictable,  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.

Sales

         For the three  months  ended March 31, 2000,  the  Company's  net sales
amounted to $953,807  which  reflected  an increase of $403,324 or 73.3%  versus
last  year's  three  month  results  of  $550,483.  Sales of the  adoption  kits
accounted for $271,000 of the increase with the balance from a 38.0% increase in
paper product sales offset by a 40.7% decrease in collectible sales.

Gross Profit

         For the three  months ended March 31,  2000,  gross profit  amounted to
$443,672 or 46.5% of sales. For the comparable  prior year period,  gross profit
amounted to $225,550 or 41.0% of sales. Higher sales on fixed overhead costs and
the reduction of royalties contributed to the improvement at gross margin.

Operating Expenses

         For the three  months  ended  March 31,  2000,  selling,  shipping  and
marketing  expenses  amounted to $261,168  reflecting  an increase of $61,607 or
30.8% versus the prior year's level of $199,561.  Higher  commissions,  shipping
and  marketing  expenses due to the higher sales  accounted for the year to year
increase.

                                  Page 10 of 13

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Operating Expenses  (continued)

         General and administrative  expenses amounted to $559,850 for the three
months ended March 31, 2000,  reflecting an increase of $103,210 or 22.6% versus
the prior year period of $456,640. The year to year increase was a result of the
acquisition  and  addition of the adoption kit product  line,  one-time  charges
associated  with moving those  operations  from Southern  California to Northern
California  and one-time  expenses  relating to the  downsizing of the Company's
warehouse facility.

Income

         An  operating  loss of $377,436 or $.10 per share was  incurred for the
three months ended March 31, 2000.  Interest and other income of $12,482 reduced
the  operating  loss to result in a net loss before  income taxes of $364,864 or
$.10 per share.  For the prior year  period,  the net loss before  income  taxes
amounted  to  $377,516 or $.13 per share.  Net loss for the three  months  ended
March 31, 2000  amounted  to  $365,664 or $.10 per share,  compared to the prior
year's net loss of $378,316 or $.14 per share.  All per share  amounts are based
on the weighted average common shares outstanding for the period.

Balance Sheet

         Total assets at March 31, 2000 amounted to $3,700,192  which  reflected
an  increase  versus the  December  31,  1999 level of  $3,688,800  by  $11,392.
Increased  inventories,  royalties,  and  fixed  assets  were  offset in part by
decreases in cash,  receivables and prepaid expenses.  Total current liabilities
amounted to  $1,338,451  as of March 31, 2000 versus the December 31, 1999 level
of  $1,048,200  or $290,251 or 27.7%.  The increase was a result of increases in
trade  payables  and  accruals,  offset in part by the  paydown of  commissions,
royalties and accrued wages.

Liquidity and Capital Resources

At March 31, 2000, the Company's  working  capital was  $1,118,773  reflecting a
decrease  of  $314,527  versus the  working  capital  at  December  31,  1999 of
$1,433,300.  Net cash used by operating  activities during the three month ended
March 31,  2000  amounted  to  $267,835.  Net loss of  $365,664  and  changes in
non-cash items of $88,357 were offset in part by $186,186 provided by changes in
net  receivables,  inventory,  and other  assets and  liabilities.  Cash used by
investing activities amounted to $109,197 consisting principally of $57,785 used
in  the  construction  of  leasehold  improvements  as  part  of  the  warehouse
downsizing and the balance used to purchase computer software, color separations
and  publishing  rights.  Cash  provided by  financing  activities  consisted of
$123,140 in cash as proceeds from a capital lease.

The Company  believes and  anticipates  that the primary source of its liquidity
and capital  resources for the year 2000 will primarily be from cash on hand and
from cash internally  generated from sales.  The Company believes that such cash
will be  adequate  and  sufficient  for its  operations  for 2000,  based on the
following factors:  (i) the reduction in rent expense that will commence in June
2000, (ii) the decrease in minimum  royalties that will be paid during the year,
(iii) the reduction of elimination  of product lines that generate  insufficient
profit  margins,  (iv) the  increased  revenues that will be generated by a full
year of sales of the adoption  kit product line and (v) revenues  expected to be
generated from the introduction

                                  Page 11 of 13

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Liquidity and Capital Resources   (continued)

during the year of new product lines,  such as "versed"  greeting cards.  Longer
term, the Company's source of liquidity and capital  resources is expected to be
primarily  internally  generated  cash from sales and the  possible  exercise of
existing Common Stock Purchase  Warrants,  which the Company  believes should be
adequate for its operations for the  foreseeable  future.  The Company will also
continue  to  explore  the  acquisition  of new  product  lines  as a  means  of
augmenting sales. There is no assurance, however, that cash from sales, exercise
of the Common Stock Purchase  Warrants or from any new product line which may be
acquired  will  be   sufficient   to  satisfy  the  Company's   long  term  cash
requirements.  If they  do not,  the  Company  would  seek  equity  and/or  debt
financing in order to obtain the additional capital that would be needed.  There
can be no  assurance,  however,  that  such  equity  or debt  financing  will be
available  to the Company if, as and when  needed or, if  available,  will be on
terms favorable to the Company.

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 12 of 13

<PAGE>


                           PART II. OTHER INFORMATION

Item 3. Legal Proceedings

         In December  1999,  the Company  notified the Sierra Club that it would
not be continuing its license  agreement with the Sierra Club beyond 1999.  That
license agreement has an arbitration  clause. On March 14, 2000, the Sierra Club
filed a complaint  for breach of contract in the Superior  Court of the State of
California,  County  of  San  Francisco,  Case  No.  310683,  in  support  of an
application  for a provisional  order of attachment  against the Company pending
determination  of an  arbitration  proceeding  that  Sierra  Club is expected to
commence against the Company concerning termination of the license. On April 27,
2000,  the Superior  Court denied the Sierra  Club's  application  for a writ of
attachment.  It is expected  that the civil  action will be  dismissed or stayed
since the dispute is governed by the arbitration  clause.  The Company  believes
that the Sierra  Club's  claims are  without  merit and  intends to defend  them
vigorously if an arbitration proceeding is commenced.


Item 6. Exhibits and Reports on Form 8-K

         a) Exhibits

            None

         b) Reports on Form 8-K


         During the quarter ended March 31, 2000, the following  reports on Form
8-K were filed by the Registrant.

Date of Report               Item Reported            Description
--------------               -------------            -----------
January 6, 2000              Item 5. Other Events     Hiring    of   Donald   R.
                                                      Beckman as Vice  President
                                                      of Marketing.  Appointment
                                                      of  Richard  M.  Widney as
                                                      Vice President and General
                                                      Manager.

March 31, 2000               Item 5. Other Events     Appointment  of Gregory C.
                                                      McPherson    as    Interim
                                                      President.


                                   SIGNATURES

In  accordance  with  the  requirements  of the  Securities  Exchange  Act,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                               HEALTHY PLANET PRODUCTS, INC.
                                                       (Registrant)

DATED:   May 12, 2000                          by: /s/  Gregory C. McPherson
                                                   -----------------------------
                                               Gregory C. McPherson, Interim
                                               President

                                               by: /s/ Antonio Santiago
                                                   -----------------------------
                                               Antonio Santiago, Director of
                                               Finance

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