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, 1999

                                       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 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 November 8, 1999,  there were  issued and  outstanding  3,834,584
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 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, 1999                       3

                  Statements of Operations for the three-months ended       5
                      and nine months ended September 30, 1999 and 1998

                  Statements of Cash Flows for the three-months ended       6
                      and nine months ended September 30, 1999 and 1998

                  Notes to the Financial Statements                         7

         Item 2.  Management's Discussion and Analysis of Financial        11
                      Condition and Results of Operations


PART II.     OTHER INFORMATION


         Item 6.  Exhibits and Reports on Form 8-K                         15

         Signature                                                         15


                                  Page 2 of 15
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.       Financial Statements

                          HEALTHY PLANET PRODUCTS, INC.

                                  BALANCE SHEET

                                     ASSETS


                                                                   September 30,
                                                                       1999
                                                                    ----------
                                                                    (Unaudited)

CURRENT ASSETS
     Cash and cash equivalents                                      $1,794,251
     Accounts receivable - net of allowances for doubtful
         accounts and returns of $180,260                              780,994
     Inventories                                                       599,574
     Advance on royalties                                              244,433
     Prepaid expenses                                                   86,744
                                                                    ----------

                  Total current assets                               3,505,996
                                                                    ----------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
     depreciation and amortization                                     864,319
                                                                    ----------

OTHER ASSETS
     Deferred income taxes                                             450,700
     Security deposits                                                  39,137
     Publishing rights - net of accumulated
         amortization of $172,868                                       89,318
     Acquisition costs and goodwill-net of
         accumulated amortization of $16,691                           129,679
     Other                                                              82,966
                                                                    ----------

                  Total other assets                                   791,800
                                                                    ----------

TOTAL ASSETS                                                        $5,162,115
                                                                    ==========



                     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,
                                                                      1999
                                                                   ------------
                                                                   (Unaudited)

CURRENT LIABILITIES
     Accounts payable                                              $    346,437
     Royalties payable                                                   57,047
     Commissions payable                                                 38,010
     Series B preferred stock redemption and dividends payable          161,500
     Accrued wages, bonuses and payroll taxes                           103,256
     Accrued liabilities                                                 71,280
                                                                   ------------

                  Total current liabilities                             777,530

OTHER LIABILITIES
     Accrued rent payable                                               107,357
                                                                   ------------
                                                                        884,887
                                                                   ------------

SHAREHOLDERS' EQUITY
     Common stock, $.01 par value, 12,000,000 shares
         authorized, 3,834,584 shares issued and outstanding             38,346
     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                                      14,670,526

     Accumulated deficit                                            (10,434,778)
                                                                   ------------

                  Total shareholders' equity                          4,277,228
                                                                   ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $  5,162,115
                                                                   ============


                     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,
                                                            -------------------------------         -------------------------------
                                                               1999                 1998               1999                 1998
                                                            -----------         -----------         -----------         -----------
<S>                                                         <C>                 <C>                 <C>                 <C>
NET SALES                                                   $ 1,182,026         $ 1,034,654         $ 2,517,262         $ 2,751,652

COST OF GOODS SOLD                                              586,851           1,119,734           1,365,383           2,482,727
                                                            -----------         -----------         -----------         -----------

GROSS PROFIT (LOSS)                                             595,175             (85,080)          1,151,879             268,925
                                                            -----------         -----------         -----------         -----------

OPERATING EXPENSES
     Selling, shipping and marketing                            301,568             366,824             761,355             949,751
     General and administrative                                 627,493             524,098           1,617,992           1,451,431
                                                            -----------         -----------         -----------         -----------
                                                                929,061             890,922           2,379,347           2,401,182
                                                            -----------         -----------         -----------         -----------

OPERATING LOSS                                                 (333,886)           (976,002)         (1,227,468)         (2,132,257)
                                                            -----------         -----------         -----------         -----------

OTHER INCOME (EXPENSE)
     Interest expense                                            (1,471)             (4,306)             (4,089)            (14,452)
     Interest income                                             23,753              31,780              74,439              95,843
     Other income                                                 6,650              32,779              53,386              98,764
                                                            -----------         -----------         -----------         -----------
                                                                 28,932              60,253             123,736             180,155
                                                            -----------         -----------         -----------         -----------

LOSS BEFORE TAXES                                              (304,954)           (915,749)         (1,103,732)         (1,952,102)

PROVISION FOR INCOME TAXES                                         --               200,000                 800             500,000
                                                            -----------         -----------         -----------         -----------

NET LOSS                                                    $  (304,954)        $(1,115,749)        $(1,104,532)        $(2,452,102)
                                                            ===========         ===========         ===========         ===========

BASIC AND DILUTED LOSS PER
     COMMON SHARE                                           $     (0.08)        $     (0.49)        $     (0.32)        $     (1.08)

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                                       3,834,584           2,282,368           3,489,647           2,265,701
                                                            ===========         ===========         ===========         ===========

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

                                          Page 5 of 15
<PAGE>
<TABLE>
                                                    HEALTHY PLANET PRODUCTS, INC.

                                                      STATEMENTS OF CASH FLOWS

                                                             (Unaudited)
<CAPTION>
                                                                        Three Months Ended Sept. 30,    Nine Months Ended Sept. 30,
                                                                        ---------------------------     ---------------------------
                                                                            1999            1998           1999             1998
                                                                        -----------     -----------     -----------     -----------
<S>                                                                     <C>             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                                           $  (304,954)    $(1,115,749)    $(1,104,532)    $(2,452,102)
     Non-cash items included in net loss
         Depreciation and amortization                                       99,632          77,834         260,408         225,488
         Increase/(Decrease) in allowances for
              doubtful accounts and returns                                  40,745          86,284        (283,238)        (96,486)
         Change in inventory reserves                                       (20,000)        319,000        (190,000)        665,000
         Decrease in deferred income taxes                                     --           200,000            --           500,000

     Changes in:
         Accounts receivables                                              (423,721)       (329,108)        129,067         121,745
         Inventories                                                        (77,355)        218,789         (30,533)        101,840
         Advances on royalties                                             (231,659)        118,890        (244,433)       (120,523)
         Prepaid expenses                                                    51,942          99,770         (28,375)          5,480
         Accounts payable                                                    72,896          69,316         110,149         (46,131)
         Royalties payable                                                   (8,514)          8,066          46,190          18,351
         Commissions payable                                                  7,315          41,561         (42,787)        (16,043)
         Accrued wages, bonus and payroll taxes                              46,363          22,765          54,324          18,855
         Income taxes payable                                                  --              --              --              (800)
         Accrued liabilities                                                (66,255)        (20,804)         49,652         (15,641)
         Accrued rent payable                                               (14,854)          9,933         (18,023)         29,799
                                                                        -----------     -----------     -----------     -----------
         Net cash used by operating activities                             (828,419)       (193,453)     (1,292,132)     (1,061,168)
                                                                        -----------     -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Sales of marketable securities                                        --              --               333         249,667
         Purchases of equipment and color separations                      (126,699)        (20,338)       (292,511)        (86,929)
         Security deposits                                                     --              --            (4,860)           --
         Acquisition costs                                                     --              --          (151,050)           --
         Other                                                               (2,070)         (1,701)        (26,630)        (10,902)
                                                                        -----------     -----------     -----------     -----------
         Net cash (used)/provided by investing activities                  (128,769)        (22,039)       (474,718)        151,836
                                                                        -----------     -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Principal repayments on note payable                               (23,051)        (25,694)        (95,604)       (118,348)
         Net proceeds from Stock Rights Offering                               --              --         1,494,094            --
                                                                        -----------     -----------     -----------     -----------
         Net cash (used)/provided by financing activities                   (23,051)        (25,694)      1,398,490        (118,348)
                                                                        -----------     -----------     -----------     -----------
DECREASE IN CASH
     AND CASH EQUIVALENTS                                                  (980,239)       (241,186)       (368,359)     (1,027,680)
CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                                                  2,774,490       2,499,568       2,162,610       3,286,062
                                                                        -----------     -----------     -----------     -----------
CASH AND CASH EQUIVALENTS,
     END OF  PERIOD                                                     $ 1,794,251     $ 2,258,382     $ 1,794,251     $ 2,258,382
                                                                        ===========     ===========     ===========     ===========

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:

         Cash paid during the period for:
              Interest                                                  $     1,471     $     4,306     $     4,089     $   (14,452)
              Income taxes                                              $         0     $         0     $         0     $     1,600
         Non-cash investing and financing activities
              Stock purchase warrants issued in exchange
                  for fixed assets                                      $         0     $         0     $    23,898     $         0

<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,
                                                                      1999
                                                                  ------------

              Raw materials                                       $     34,629
              Work-in-process                                          254,817
              Finished goods                                           310,128
                                                                  ------------
                                                                  $    599,574
                                                                  ============

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:
                                                                  September 30,
                                                                      1999
                                                                  ------------


              Machinery, equipment and leasehold improvements     $    825,464
              Molds                                                    467,820
              Color separations                                        335,505
              Furniture and fixtures                                   150,869
              Computer software                                        139,282
                                                                  ------------
                                                                     1,918,940

         Less accumulated depreciation and amortization             (1,054,621)
                                                                  ------------
                                                                  $    864,319
                                                                  ============


                                  Page 7 of 15
<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

At September 30, 1999, the Company had available net operating  loss  carryovers
of approximately $8,765,500 to be applied against future federal taxable income.
Due to a change in  ownership  during  1988,  $2,638,000  of these  amounts  are
subject to a Section 382  limitation  of a maximum of $476,950 per year.  If the
Company  does not  generate  sufficient  income to use the  maximum  limitation,
remaining amounts  accumulate for use in future periods until the operating loss
expires.  The remaining net operating loss  carryovers  generated after 1988 are
available to be used without yearly  limitation.  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                               1,818,300
                           2019                               1,103,700
                                                             ----------
                                                             $9,067,500
                                                             ==========


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  $1,776,300 of California net operating
losses which can be carried  forward and offset against  future taxable  income.
These loss carryforwards expire through 2004.

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 8 of 15
<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                      198,600
            Inventory reserve                                   426,300
            Other                                               (35,900)
            Valuation allowance                                (589,000)
                                                            -----------
            Current deferred tax asset                      $      --
                                                            ===========

            Depreciation and amortization                   $    23,500
            Benefits from net operating loss carryforward     3,240,000
            Valuation allowance                              (2,810,000)
            Other                                                (2,800)
                                                            -----------
            Non current deferred tax asset                  $   450,700
                                                            ===========




                                  Page 9 of 15
<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)


NOTE 5. - EARNINGS PER SHARE

Warrants  to purchase  1,214,226  shares of common  stock at a weighted  average
price per share of $2.27 and options to purchase  355,000 shares of common stock
at a weighted average price per share of $5.82 were outstanding at September 30,
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  368,117 shares of common stock at a weighted average price
per share of $4.45 and options to purchase  350,000  shares of common stock at a
weighted  average  price per share of $5.88 were  outstanding  at September  30,
1998, 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  September  30, 1999 and 1998,  but were not included in the  computation  of
diluted earnings per share as the effect would be anti-dilutive.




                                  Page 10 of 15
<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 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 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,  the decrease in net sales for the nine month period ended
September 30, 1999,  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.  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 nine months ended  September  30,  1999,  the  Company's  net sales
amounted  to  $2,517,262  which  reflected a decrease of $234,390 or 8.5% versus
last year's nine month results of  $2,751,652.  Paper product sales declined 30%
due  primarily  to card and  bookmark  sales down  collectively  by 31.8%.  This
decline was offset in part by increased Collectibles sales of $64,086,  revenues
of $303,206  from the recently  acquired  Evergreen  Group of product  lines and
revenues of $111,000 from the recently introduced Henna kits..

     For the three months ended  September  30, 1999,  the  Company's  net sales
amounted to $1,182,026  which  reflected an increase of $147,372 or 14.2% versus
last  year's  three  month  results of  $1,034,654.  An  increase  of $25,635 in
Collectibles  sales,  revenues of $176,259 from the recently acquired  Evergreen
Group of product  lines and revenues of $111,000  from the  recently  introduced
Henna Kits offset the 19.0% decrease in paper product sales.






                                  Page 11 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, 1999,  gross profit  amounted to
$1,151,879 or 45.8% of sales. For the comparable prior year period, gross profit
amounted  to $268,925  or 9.8% of sales.  Included  in last year's  costs were a
close-out  sale and a provision  for  obsolete  inventory  totaling  $1,045,000.
Increased  Collectible,  Evergreen  and Henna sales  offset by  declining  paper
product sales accounted for the adjusted period to period increase.

     For the three months ended  September  30, 1999,  gross profit  amounted to
$595,175 or 58.3% of sales.  For the comparable  prior year period, a gross loss
of $85,080 was incurred. Included in last year's costs were a close-out sale and
a provision  for  obsolete  inventory  totaling  $319,000.  The period to period
increase  was caused by a shortfall  in paper  product  sales  offset in part by
increased Collectible, Evergreen and Henna sales.

Operating Expenses

     For the nine  months  ended  September  30,  1999,  selling,  shipping  and
marketing  expenses  amounted to $761,355  reflecting  a decrease of $188,396 or
19.8% versus the prior year's level of $949,751. Lower commissions,  advertising
and catalog  costs offset in part by increased  sales  salaries  resulted in the
year to year decline.

     For the three  months  ended  September  30,  1999,  selling,  shipping and
marketing  expenses  amounted  to $301,568  reflecting  a decrease of $65,256 or
17.7% versus the prior year's level of $366,824. Lower commissions,  advertising
and catalog  costs offset in part by increased  sales  salaries  resulted in the
year to year decline

     General and  administrative  expenses  amounted to $1,617,992  for the nine
months ended  September  30, 1999,  reflecting  an increase of $166,561 or 11.5%
versus the prior year period of $1,451,341.  Increased professional fees and the
addition of our recent acquisition of the Evergreen Group accounted for the year
to year increase.

     General and  administrative  expenses  amounted  to $627,493  for the three
months ended  September  30, 1999,  reflecting  an increase of $103,935 or 19.7%
versus the prior year period $524,098. The year to year increase was a result of
the acquisition and addition of the Evergreen Group.

Income

     An operating loss of $1,227,468 or $.35 per share was incurred for the nine
months ended September 30, 1999.  Interest and other income of $123,736  reduced
the operating  loss to result in a net loss before income taxes of $1,103,732 or
$.32 per share. For the prior year period, the net loss before income taxes


                                  Page 12 of 15

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Income   (continued)

amounted to  $1,952,102  or $.86 per share.  Net loss for the nine months  ended
September 30, 1999  amounted to  $1,104,532  or $.32 per share,  compared to the
prior year's net loss of  $2,452,102  or $1.08 per share.  All per share amounts
are based on the weighted average common shares outstanding for the period.

Balance Sheet

     Total assets at September 30, 1999 amounted to $5,162,115  which  reflected
an increase  versus the  December  31, 1998 level of  $4,639,800  by $522,315 or
11.3%. An increase in receivables, prepaid expenses, inventories, royalties, and
fixed  assets  were  offset  in  part  by a  decrease  in  cash.  Total  current
liabilities  amounted to $777,530 as of  September  30, 1999 versus the December
31, 1998 level of  $655,700.  The  increase  was a result of  increases in trade
payables,  royalties and accruals  offset in part by the paydown of  commissions
and an existing note payable.

Liquidity and Capital Resources

     At  September  30,  1999,  the  Company's  working  capital was  $2,728,466
reflecting  an increase of $157,366  versus the working  capital at December 31,
1998  of  $2,571,100.   Net  cash  used  by  operating  activities  amounted  to
$1,292,132.  Operating  losses  required  $1,317,362  in cash  offset in part by
$25,230 provided by changes in the net receivables,  inventory, other assets and
liabilities.  Cash used by investing  activities amounted to $474,718 consisting
principally of $285,000 used in the recent  acquisition  of the Evergreen  Group
and the balance used to purchase computer equipment and new information systems,
color separations,  and publishing rights. Cash provided by financing activities
consisted of $1,494,094 in cash as net proceeds from a rights offering completed
in  March  of  1999  and  $95,604  used  to  repay a note  associated  with  our
Collectibles acquisition.

      The  Company  believes  and  anticipates  that the  primary  source of its
liquidity and capital  resources  for its coming  fiscal year will  primarily be
from cash on hand and from cash  internally  generated from sales;  all of which
the Company  believes will be adequate and  sufficient  for its  operations  for
1999.  The  Company  believes  that its cash on hand is  sufficient  to  sustain
operations  at  current  sales  levels for at least two  years.  The  Company is
hopeful  that sales of its new  Collectibles  line and the  introduction  of the
newly  acquired  Evergreen  Group  product line will help offset the declines in
sales of  greeting  cards.  The  Company  will  also  continue  to  explore  the
acquisition  of new product lines as a means for augmenting  sales.  There is no
assurance,  however,  that  sales  from  the  Collectibles  product  line or the
Evergreen  Group  product  line,  or any other  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.




                                  Page 13 of 15
<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 14 of 15
<PAGE>

                     PART II. OTHER INFORMATION (continued)



Item 6.           Exhibits and Reports on Form 8-K

              a)  Exhibits

                  None

              b)  Reports on Form 8-K


              During the quarter ended September 30, 1999, the following reports
on Form 8-K were filed by the Registrant.



Date of Report    Item Reported                Description
--------------    -------------                -----------

July 22, 1999     Item 5.  Other Events        Election of John V. Winfield and
                                               Robert W. Sweitzer as Directors;
                                               Approval of 1999 Incentive
                                               Compensation Plan






                                   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, 1999        by:      /s/  Bruce A. Wilson
                                      -----------------------------------------
                                            Bruce A. Wilson
                                   President, Chief Executive, Chief Operating
                                   and Chief Financial Officer.



                                  Page 15 of 15