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 September 30, 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
  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
preceeding  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 November 3, 1997,  there were  issued and  outstanding  2,127,362
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).


         Transitional Small Business Disclosure Format  Yes        No   X
                                                            -----     -----


                                  Page 1 of 15
<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 September 30, 1997                        3

                  Statements of Operations for the three-months ended        5
                     and nine months ended September 30, 1997 and 1996

                  Statements of Cash Flows for the three-months ended        6
                     and nine months ended September 30, 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                          14

         Signature                                                          15




                                  Page 2 of 15
<PAGE>

                                     PART I

                             FINANCIAL INFORMATION

Item 1.   Financial Statements

                         HEALTHY PLANET PRODUCTS, INC.

                                 BALANCE SHEET

                                     ASSETS

                                                                   September 30,
                                                                       1997
                                                                    -----------
                                                                    (Unaudited)

CURRENT ASSETS
         Cash and cash equivalents                                    $1,583,844
         Marketable securities                                         1,016,116
         Accounts receivable - net of allowances for doubtful
                  accounts and returns of $160,753                     1,183,495
         Inventories                                                   1,740,704
         Advance on royalties                                            128,671
         Prepaid expenses                                                139,414
         Deferred income taxes                                           194,080
                                                                      ----------

                  Total current assets                                 5,986,324
                                                                      ----------
PROPERTY AND EQUIPMENT, at cost, net of accumulated
         depreciation and amortization                                   449,602
                                                                      ----------

OTHER ASSETS
         Deferred income taxes                                         1,471,000
         Security deposits                                                34,277
         Publishing rights - net of accumulated
            amortization of $383,353                                     115,789
         Other                                                           118,417
                                                                      ----------

                  Total other assets                                   1,739,483
                                                                      ----------

TOTAL ASSETS                                                          $8,175,409
                                                                      ==========

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


                                  Page 3 of 15
<PAGE>

                         HEALTHY PLANET PRODUCTS, INC.

                           BALANCE SHEET (continued)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                   September 30,
                                                                       1997
                                                                   -------------
                                                                    (Unaudited)

CURRENT LIABILITIES
         Accounts payable                                          $    391,863
         Royalties payable                                               15,789
         Commissions payable                                            104,661
         Income taxes payable                                             4,700
         Dividends payable                                               61,500
         Accrued wages, bonus' and payroll taxes                         71,008
         Accrued liabilities                                              2,667
                                                                   ------------

                  Total current liabilities                             652,188

ACCRUED RENT PAYABLE                                                     75,715
                                                                   ------------

TOTAL LIABILITIES                                                       727,903
                                                                   ------------

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                                         (4,897,555)
                                                                   ------------

                  Total shareholders' equity                          7,447,506
                                                                   ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $  8,175,409
                                                                   ============


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


                                  Page 4 of 15
<PAGE>
<TABLE>

                                                   HEALTHY PLANET PRODUCTS, INC.

                                                      STATEMENTS OF OPERATIONS

                                                            (Unaudited)
<CAPTION>


                                                                 Three Months Ended Sept. 30,           Nine Months Ended Sept. 30,
                                                                 ----------------------------           ---------------------------
                                                                   1997               1996               1997              1996
                                                                -----------        -----------       -----------        -----------
<S>                                                             <C>                <C>               <C>                <C>        
NET SALES                                                       $ 1,425,463        $ 1,910,038       $ 3,138,656        $ 3,730,434

COST OF GOODS SOLD                                                  792,356            792,830         1,572,129          1,433,637
                                                                -----------        -----------       -----------        -----------

GROSS PROFIT                                                        633,107          1,117,208         1,566,527          2,296,797
                                                                -----------        -----------       -----------        -----------

OPERATING EXPENSES:
         Selling, shipping and marketing                            344,615            280,074           802,660            662,885
         General and administrative                                 437,361            569,073         1,227,645          1,301,475
                                                                -----------        -----------       -----------        -----------
                                                                    781,976            849,147         2,030,305          1,964,360
                                                                -----------        -----------       -----------        -----------

OPERATING  INCOME (LOSS)                                           (148,869)           268,061          (463,778)           332,437
                                                                -----------        -----------       -----------        -----------

OTHER INCOME:
         Interest income                                             43,211             40,028           116,616            121,945
         Other income                                                   467                135             5,138            135,144
                                                                -----------        -----------       -----------        -----------
                                                                     43,678             40,163           121,754            257,089
                                                                -----------        -----------       -----------        -----------

INCOME (LOSS) BEFORE TAXES                                         (105,191)           308,224          (342,024)           589,526
                                                                -----------        -----------       -----------        -----------

PROVISION FOR INCOME TAXES                                                0            123,289           222,000            235,810
                                                                -----------        -----------       -----------        -----------

NET  INCOME (LOSS)                                                 (105,191)           184,935          (564,024)           353,716

DIVIDENDS ACCUMULATED
         ON PREFERRED STOCK                                               0                  0                 0             (4,504)

INCOME (LOSS) APPLICABLE TO
         COMMON STOCK                                           ($  105,191)       $   184,935       ($  564,024)       $   349,212
                                                                ===========        ===========       ===========        ===========

EARNINGS (LOSS) PER SHARE                                       ($      .06)       $       .09       $       .31        $       .17
                                                                ===========        ===========       ===========        ===========

WEIGHTED AVERAGE COMMON
         SHARES OUTSTANDING                                       1,827,362          2,020,849         1,827,362          2,015,971
                                                                ===========        ===========       ===========        ===========
<FN>

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


                                                            Page 5 of 15


<PAGE>
<TABLE>

                                                   HEALTHY PLANET PRODUCTS, INC.

                                                      STATEMENT OF CASH FLOWS

                                                            (Unaudited)


<CAPTION>


                                                                        Three Months Ended Sept. 30,    Nine Months Ended Sept. 30,
                                                                        ----------------------------    ---------------------------
                                                                            1997            1996            1997           1996
                                                                        -----------     -----------     -----------     -----------
<S>                                                                     <C>             <C>             <C>             <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net Income (Loss)                                              ($  105,191)    $   184,935     ($  564,024)    $   353,716
         Non-cash items included in net income (loss)
                  Depreciation and amortization                              52,797          45,956         152,226         137,888
                  Increase/(decrease) in allowances for
                           doubtful accounts and returns                     62,518         144,163        (233,869)       (220,823)
                  Change in inventory reserves                                    0         (31,000)         81,000         (56,000)
                  Increase/decrease in deferred income taxes                      0         123,289         217,920         222,630
                  Abandonment of leasehold improvements                           0               0               0          12,493

         Changes in:
                  Accounts receivables                                     (489,607)       (966,309)         53,779        (701,488)
                  Inventories                                               121,002         108,024        (403,764)       (393,522)
                  Advances on royalties                                      97,179         110,422        (128,671)       (105,473)
                  Prepaid expenses                                           (7,641)          3,298         (14,195)        (72,467)
                  Accounts payable                                          147,262         178,807          (2,919)        224,062
                  Royalties payable                                           5,770           7,647           8,374           9,500
                  Commissions payable                                        59,136          67,345         (13,319)        (33,879)
                  Accrued wages, bonus and payroll taxes                     44,692          70,873             435         (34,312)
                  Income taxes payable                                            0               0         (16,300)              0
                  Accrued liabilities                                        (4,630)        (24,731)        (45,788)        (25,352)
                  Accrued rent payable                                        9,933          20,966          35,203         (64,530)
                                                                        -----------     -----------     -----------     -----------
                  Net cash provided (used) by operating
                         activities                                          (6,780)         43,685        (873,912)       (747,557)
                                                                        -----------     -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
                  Purchase/sale of marketable securities                    979,919          (3,593)        973,103         (80,874)
                  Purchases of equipment and color
                    separations                                             (29,343)        (11,970)        (92,225)        (34,923)
                  Security deposits                                               0          (1,774)          2,075         (22,141)
                  Other                                                     (17,472)          3,437         (75,908)       (131,160)
                                                                        -----------     -----------     -----------     -----------
                  Net cash provided (used) by
                    investing activities                                    933,104         (13,900)        807,045        (269,098)
                                                                        -----------     -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                  Proceeds from stock options exercised                           0               0               0          90,000
                                                                        -----------     -----------     -----------     -----------
                  Net cash from financing activities                              0               0               0          90,000
                                                                        -----------     -----------     -----------     -----------
INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                                                      926,324          29,785         (66,867)       (926,655)
CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD                                                   657,520       3,185,591       1,650,711       4,142,131
                                                                        -----------     -----------     -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                $ 1,583,844     $ 3,215,376     $ 1,583,844     $ 3,215,476
                                                                        ===========     ===========     ===========     ===========

SUPPLEMENTARY CASH FLOW INFORMATION
INCLUDES THE FOLLOWING:

     Cash paid during the period for
          Interest                                                      $         0     $         0     $         0     $         0
          Income taxes                                                  $         0     $         0     $    20,380     $    22,780

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

</FN>
</TABLE>

                                                            Page 6 of 15
<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:

                                                      September 30,
                                                          1997        
                                                      -------------
         Raw materials                                  $   70,883  
         Work-in-process                                 1,035,289  
         Finished goods                                    634,532  
                                                        ----------
                                                        $1,740,704
                                                        ==========
                                                 
NOTE 3 - PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

                                                      September 30,
                                                           1997          
                                                      -------------
         Machinery, equipment and 
             leasehold improvements                     $  703,833  
         Color separations                                 241,991  
         Furniture and fixtures                             72,664  
         Computer software                                  38,171  
                                                        ----------  
                                                         1,056,659  
         Less accumulated depreciation
             and amortization                             (607,057)
                                                        ----------  
                                                          $449,602
                                                        ==========  



                                  Page 7 of 15


<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

 

NOTE 4 - INCOME TAXES

         Deferred income tax assets and liabilities are recognized using enacted
tax  rates and  reflect  the  expected  future  tax  consequences  of  temporary
differences  between  recorded  amounts of assets and  liabilities for financial
reporting  purposes  and tax basis of such assets and  liabilities.  A valuation
allowance  is  recognized  to  offset  a  deferred  tax  asset  if the  eventual
realization of all or a portion of the asset is uncertain.

         The provision for income taxes is based on pre-tax earnings as reported
in the financial  statements and adjusted for  requirements  of current tax law,
and changes in deferred taxes.

         The provision for income taxes at September 30, 1997 consists solely of
a valuation allowance on deferred 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.

         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 as of September 30, 1997 consist of the following:


           Net operating loss carryforwards                $1,645,800  
           AMT carryforwards                                   25,500  
           Other                                              215,780  
                                                           ----------  
                                                            1,887,080  
            Valuation allowance on net operating
                loss carryforwards                           (222,000)

            Deferred income taxes expected             
                to be utilized currently                     (194,080)
                                                           ----------  
            Deferred income taxes                          $1,471,000
                                                           ==========


                                  Page 8 of 15

<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"). 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  statements.  Such  future  results  are  based  upon
management's best estimates taking into account current  conditions and the most
recent  results  of  operations  and  other  factors.   These  factors   include
management's forecasts for sales, the decrease in net sales and decline in gross
margins  experienced  by the Company in 1997,  purchasing  plans and programs of
certain  large  chain  buyers  relating  to holiday  product,  general  economic
conditions,  competition  generally and specifically relating to greeting cards,
stationery,  and gifts having  environmental,  nature or wildlife themes and the
ability of the Company to sustain  consumer  demand for the Company's  principal
Sierra Club product 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 nine months ended  September 30, 1997,  the Company's net sales
amounted to $3,138,656  which reflected a decline versus prior year's nine month
results of $591,778 or 15.9%.  Everyday  product  sales  finished the nine month
period marginally ahead of last year with seasonal shipments  declining 49.4% to
result in the overall year to date decrease.

         For the three months ended  September 30, 1997,  net sales  amounted to
$1,425,463 which reflected a decrease of $484,575 or 25.4% versus the prior year
quarter of $1,910,038. A decline in seasonal shipments accounted for the quarter
to quarter decline.


                                  Page 9 of 15
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Gross Profit 

         For the nine months ended September 30, 1997,  gross profit amounted to
$1,566,527 or 49.9% of sales. For the comparable prior year period, gross profit
amounted to  $2,296,797  or 61.6% of sales.  Lower  sales,  one-time new product
allowances  and  one-time  fixturing  costs  associated  with  the  new  product
introduction  incurred  during the 1997 period  accounted  for the gross  profit
decline.

         For the three months ended September 30, 1997, gross profit amounted to
$633,107 or 44.4% of sales. For the comparable prior year quarter,  gross profit
amounted to $1,117,208 or 58.5% of sales.  Lower sales on fixed overhead  costs,
higher  discounts  offered on  seasonal  product  to  discourage  returns  and a
one-time sale to a royalty  licensee  accounted for the period to period decline
in gross margin.

Operating Expenses

         For the nine months ended  September  30, 1997,  selling,  shipping and
marketing  expenses  amounted  to  $802,660  reflecting  an increase of $139,775
versus the prior year's level of $662,885.  Increased  commissions,  advertising
and travel costs  associated with the new product launch  accounted for the year
to year increase.

         For the three months ended  September 30, 1997,  selling,  shipping and
marketing expenses amounted to $344,615 reflecting an increase of $64,541 versus
the prior  year's  level of  $280,074.  Increased  advertising  and travel costs
associated with the new product launch accounted for the increase.

         General and administrative expenses for the nine months ended September
30, 1997 amounted to $1,227,645  representing  a decrease of $73,830  versus the
prior year's level of $1,301,475.  Increased rent and insurance costs associated
with the new facility were offset by lower staffing  costs,  lower  professional
fees, plus the absence of non recurring  moving expenses which was incurred last
year.

         For  the  three  months   ended   September   30,  1997,   general  and
administrative  expenses amounted to $437,631  reflecting a decrease of $131,712
versus the prior year level of $569,073.  Increased  rent and higher  triple net
costs associated with the new facility were offset by reduced staffing costs and
lower professional fees.


Income 

         An  operating  loss of $463,778 or $.25 per share was  incurred for the
nine months  ended  September  30,  1997.  Interest and other income of $121,754
reduced the operating  loss to result in a loss before taxes of $342,024 or $.19
per share.  For the prior year period,  operating income amounted to $332,437 or
$.16 per share and income before taxes amounted to $589,526 or $.29

                                 Page 10 of 15
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Income    (continued)

per share. The decline at gross margin and increased operating costs resulted in
the  higher  current  year to date  loss.  Net loss for the  nine  months  ended
September  30,  1997,  amounted to  $564,024 or $.31 per share,  compared to the
prior  year's  income of $3 49,212 o $.17 per  share.  The net loss  includes  a
$222,000 valuation  allowance placed on deferred tax assets.  Under Statement of
Financial  Accounting  Standard  No.  109,  "Accounting  for  Income  Taxes",  a
valuation allowance is recognized to offset a deferred tax asset if the eventual
realization  of all or a portion of the asset is uncertain.  Due to the loss for
the nine months ended  September 30, 1997,  the  realization of tax benefts from
net operating loss carryforwards expected to be used in 1997 is not assured. The
amount of the valuation  allowance  which was equal to the  valuation  allowance
included in the results for the quarter ended June 30, 1997 will be reviewed and
may be adjusted on a quarterly basis.


Balance Sheet 

         Total  assets of  $8,175,409  as of  September  30,  1997  reflected  a
decrease of $598,491  versus the  December  31,  1996 level of  $8,773,900.  The
decrease  was a result of a reduction  in  deferred  taxes  attributable  to the
valuation  allowance  discussed above and decreased cash and accounts receivable
offset in part by increased  inventories  and royalty  advances.  Total  current
liabilities  amounted to $652,188 as of  September  30, 1997 versus the December
31, 1996 level of $721,800. The decrease was a result of the paydown of seasonal
commissions and income taxes attributable to 1996 income.



Liquidity and Capital Resources 

         At September 30, 1997,  the Company's  working  capital was  $5,334,136
reflecting a decrease of $507,564  over working  capital at December 31, 1996 of
$5,841,700.  Cash of $873,912  was used  during the period to support  operating
activities.   Cash  of   $166,058   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 an  anticipated  new product
launch for 1998 and an automated labeling machine.

         The present  primary  sources of the Company's  liquidity  historically
have 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 September 30, 1997, there was no outstanding amount under this
line of credit.  Pursuant to an agreement  dated September 29, 1997, the Company
received  $975,000 in October 1997 in gross proceeds from the sale, in a private
transaction,  of 300,000  shares of common  stock and  warrants  to  purchase an
additional  300,000 shares of common stock. For further  information  concerning
this  transaction,  see Part  II,  Item 2,  "Changes  in  Securities  and Use of
Proceeds".

                                 Page 11 of 15


<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERTIONS (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 12 of 15
<PAGE>

<TABLE>
                                                    HEALTHY PLANET PRODUCTS, INC.

                                                  COMPUTATION OF EARNINGS PER SHARE

                                                             EXHIBIT 11


<CAPTION>

                                                          Three Months         Three Months        Nine Months          Nine Months
                                                             Ended               Ended                Ended                Ended
                                                         Sept. 30, 1997      Sept. 30, 1996       Sept. 30, 1997       Sept. 30,1996
                                                          -----------          -----------         -----------          ----------- 
<S>                                                       <C>                  <C>                 <C>                  <C>        
Primary earnings per share
        Net income                                        ($  105,191)         $   184,935         ($  564,024)         $   353,716
        Dividends paid on preferred stock                        --                   --                  --                   --
        Cumulative dividends on preffered stock                  --                   --                  --                 (4,504)
                                                          -----------          -----------         -----------          ----------- 
Loss/Income applicable to common stock                    ($  105,191)         $   184,935         ($  564,024)         $   349,212
                                                          ===========          ===========         ===========          ===========
Shares
        Weighted average number of
        common shares outstanding                           1,827,362            1,827,362           1,827,362            1,822,362
        
Add dilutive effect of conversion
        of preferred stock and outstanding
        options and warrants, as
        determined by the application of the
        treasury stock method                                    --                193,487                --                193,609
                                                          -----------          -----------         -----------          ----------- 
                                                            1,827,362            2,020,849           1,827,362            2,015,971
                                                          ===========          ===========         ===========          ===========
Primary earnings per share                                $      (.06)         $       .09         $      (.31)         $       .17
                                                          ===========          ===========         ===========          ===========
</TABLE>
                                 Page 13 of 15
<PAGE>

                           PART II. OTHER INFORMATION

Item 2.           Changes in Securities and Use of Proceeds 

(a) and (b)       Not applicable.

(c)               Pursuant to an agreement dated September 29, 1997, the Company
                  issued a total of 300,000  shares of Common Stock and warrants
                  to purchase an additional  300,000 shares of Common Stock in a
                  private   transaction   exempt  from  registration  under  the
                  Securities  Act of 1933,  as  amended  (the  "Act"),  pursuant
                  Section 4(2) under the Act.  Pursuant to the transaction,  the
                  Company sold 150,000  shares to John Winfield for an aggregate
                  of $487,500 and 150,000 shares to InterGroup  Corporation,  an
                  affiliate of Mr.  Winfield,  for an aggregate of $487,500.  As
                  part  of  the   transaction,   Mr.   Winfield  and  InterGroup
                  Corporation  each also received  warrants to purchase  150,000
                  shares  of the  Company's  Common  Stock,  one-third  of which
                  warrants are  exercisable  at $4.00 per share,  an  additional
                  one-third of which are  exercisable at $4.25 per share and the
                  remaining  one-third  of which  are  exercisable  at $4.50 per
                  share.  The  warrants are  exercisable  for a five year period
                  ending   September  29,  2002.  Mr.  Winfield  and  InterGroup
                  Corporation  were each accorded  certain  demand and piggyback
                  registration  rights with respect to the shares issued and the
                  shares issuable upon exercise of the warrants.


(d)               Not applicable.

Item 6.           Exhibits and Reports on Form 8-K

                  a.  Exhibits


                        1.    Securites  Purchase  Agreement dated September 29,
                              1997 between John Winfield and the Company.

                        2.    Letter  Agreement  dated September 29, 1997 by and
                              among John Winfield,  InterGroup  Corporation  and
                              the Company.

                        3.    Warrant Agreement dated September 29, 1997 between
                              John Winfield and the Comapny.

                        4.    Registration  Rights Agreement dated September 29,
                              1997 between John Winfield and the Company.


                   b.      Reports on Form 8-K

         During the quarter ended  September 30, 1997,  there were no reports on
Form 8-K filed by the Registrant.


                                 Page 14 of 15


<PAGE>

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: November 12, 1997        by:     /s/ Bruce A. Wilson
                                   ------------------------------
                                            Bruce A. Wilson
                                   President, Chief Executive, Chief Operating
                                   and Chief Financial Officer.

                                 Page 15 of 15