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, 2002

                      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 Small Business Issuer as Specified in Its Charter)

          Delaware                                  92-2601764
 ------------------------------                 ------------------
(State or Other Jurisdiction of                (IRS Employer
  Incorporation or Organization)                Identification No.)


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

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


   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, 2002, 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 (check one): Yes [ ] No [X]



                                                                 Page 1 of 17
<PAGE>







                                    INDEX

                        HEALTHY PLANET PRODUCTS, INC.




                                                                  PAGE
                                                                  ----

PART I.   FINANCIAL INFORMATION

   Item 1.  Financial Statements

      Balance Sheet as of September 30, 2002 (unaudited)             3

      Statements of Operations for the three-months ended
       and nine-months ended September 30, 2002 and 2001 (unaudited) 4

      Statements of Cash Flows for the nine-months
       ended September 30, 2002 and 2001 (unaudited)                 5

      Notes to the Financial Statements                              6

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

   Item 3.  Controls and Procedures                                 14


PART II.   OTHER INFORMATION

   Item 1.  Legal Proceedings                                       13

   Item 5.  Other Information                                       14

   Item 6.  Exhibits and Reports on Form 8-K                        14

SIGNATURES                                                          15



                                                                  Page 2 of 17
<PAGE>










                        PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                                BALANCE SHEET
                                 (Unaudited)
                                                           September 30, 2002
                                                           ------------------
                                   ASSETS

CURRENT ASSETS
   Cash                                                      $    76,043
   Accounts receivable - net of allowances
     for doubtful accounts and returns of $38,996                305,857
   Inventories                                                   337,858
   Prepaid expenses                                               56,239
                                                              ----------
         Total current assets                                    775,997
                                                              ----------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
     depreciation and amortization                               228,518
                                                              ----------
OTHER ASSETS
   Security deposits                                              34,277
   Publishing rights - net of accumulated
     amortization of $186,299                                     72,210
   Other                                                           3,119
                                                              ----------
         Total other assets                                      109,606
                                                              ----------
TOTAL ASSETS                                                 $ 1,114,121
                                                              ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                          $   396,164
   Royalties payable                                              61,028
   Commissions payable                                            36,324
   Series B preferred stock redemption and
     dividends payable                                           161,500
   Accrued wages, bonuses and payroll taxes                       30,753
   Accrued liabilities                                           122,114
   Note payable to related party                                 475,549
                                                              ----------
          Total current liabilities                            1,283,432
                                                              ----------

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                                       (14,881,039)
                                                              ----------
         Total shareholders' equity                             (169,311)
                                                               ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $ 1,114,121
                                                              ==========


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

                                                                 Page 3 of 17
<PAGE>

<TABLE>
<CAPTION>

                        HEALTHY PLANET PRODUCTS, INC.
                          STATEMENTS OF OPERATIONS
                               (Unaudited)


                                       Three Months               Nine Months
                                        Ended September 30,        Ended September 30,
                                        -------------------        -------------------

                                         2002         2001         2002        2001
                                         ----         ----         ----        ----
<S>                                  <C>         <C>          <C>          <C>
NET SALES                            $ 514,021   $1,016,783   $1,250,882   $2,268,330

COST OF GOODS SOLD                     282,164      532,456      683,285    1,225,547
                                     ---------    ---------    ---------    ---------
GROSS PROFIT                           231,857      484,327      567,597    1,042,783
                                     ---------    ---------    ---------    ---------

OPERATING EXPENSES
   Selling and marketing               179,391      254,596      658,078      926,741
   General and administrative          162,775      196,715      594,648      701,293
                                     ---------    ---------     --------    ---------
                                       342,166      451,311    1,252,726    1,628,034
                                     ---------    ---------    ---------    ---------

OPERATING INCOME/(LOSS)               (110,309)      33,016     (685,129)    (585,251)

OTHER INCOME/(EXPENSE)
   Interest expense                    (12,998)      (7,036)     (36,580)     (24,274)
                                     ---------    ---------    ---------    ---------

INCOME/(LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM                (123,307)      25,980     (721,709)    (609,525)

PROVISION FOR INCOME TAXES                   0          800            0          800
                                     ---------    ---------    ---------    ---------
INCOME/(LOSS) BEFORE
EXTRAORDINARY ITEM                    (123,307)      25,180     (721,709)    (610,325)

EXTRAORDINARY ITEM- GAIN ON
DEBT RESTRUCTURING                           0      212,420       72,947      212,420
                                     ---------    ---------    ---------    ---------
NET INCOME/(LOSS)                   $ (123,307)  $  237,600   $ (648,762)  $ (397,905)
                                     =========    =========    =========    =========


INCOME/(LOSS) PER COMMON SHARE
   Income/(Loss) before
    extraordinary item            $     (0.03)    $    0.01    $   (0.19)    $  (0.15)
   Extraordinary item                        -         0.05         0.02         0.05
                                    ---------     ---------     ---------    ---------
   Net Income/(Loss)
    per common share              $     (0.03)    $    0.06    $   (0.17)    $  (0.10)
                                    =========     =========     =========     ========
WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING               3,840,584     3,840,584     3,840,584    3,840,584
                                    =========     =========     =========    =========

</TABLE>>

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

                                                                  Page 4 of 17

<PAGE>

                            HEALTHY PLANET PRODUCTS, INC.
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)


                                               Nine Months Ended September 30,
                                                         2002        2001
                                                        ------      ------
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Loss                                           ($648,762)  ($397,905)
   Adjustments to reconcile net loss to net cash
    from operating activities
      Depreciation and amortization                     179,892     237,788
      Allowance for doubtful accounts and returns       (24,304)   (624,507)
      Gain on debt restructuring                        (72,947)   (212,420)
      Inventory reserve                                 (27,041)   (123,126)

   Changes in:
      Accounts receivable                               333,547     548,017
      Inventories                                        95,984     165,982
      Prepaid expenses                                   32,260       8,352
      Accounts payable                                  (13,089)    265,059
      Royalties payable                                 (71,472)    (47,656)
      Commissions payable                                (4,376)     13,706
      Accrued wages, bonus & payroll taxes              (16,647)    (36,315)
      Accrued liabilities                                61,616      52,045
                                                      ---------    --------
         Net cash used in
         operating activities                          (175,339)   (150,980)
                                                      ---------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                   (14,472)    (12,679)
   Purchase of publishing rights                        (39,246)    (32,027)
                                                       ---------    --------
         Net cash used in investing activities          (53,718)    (44,706)
                                                       ---------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on obligations under capital lease          (20,000)    (11,247)
   Proceeds from note payable to related party           70,000           0
                                                      ---------    --------
         Net cash provided by (used in)
         financing activities                            50,000     (11,247)
                                                      ---------    --------

DECREASE IN CASH                                       (179,057)   (206,933)
CASH, BEGINNING OF PERIOD                               255,100     223,400
                                                      ---------   ---------
CASH, END OF PERIOD                                  $   76,043  $   16,467
                                                      =========   =========

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:
   Cash paid during the period for:
      Interest                                               $0      $3,014
      Income taxes                                           $0        $800


   The accompanying notes are an integral part of these statements.

                                                                 Page 5 of 17
<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 accounting
principles generally accepted in the United States of America 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.
These financial statements should be read in conjunction with the Company's
December 31, 2001 audited financial statements and notes thereto.

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 of Healthy Planet Products, Inc. at September 30, 2002
and the results of its operations for the three and nine months ended
September 30, 2002 and 2001.  These results are not necessarily to be
considered indicative of the results for the entire year.

Certain reclassifications have been made to the financial statements as of
September 30, 2001 and for the three and nine months then ended to conform
with the current quarter presentation.

Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS No. 145 updates, clarifies, and simplifies existing accounting
pronouncements.  This statement rescinds SFAS No. 4, which required all gains
and losses from extinguishments of debt to be aggregated and if material,
classified as an extraordinary item, net of related income tax effect.  As a
result, the criteria in APB No. 30 will now be used to classify those gains
and losses.  SFAS No. 64 amended SFAS No. 4 and is no longer necessary as SFAS
No. 4 has been rescinded.  SFAS No. 44 has been rescinded as it is no longer
necessary.  SFAS No. 145 amends SFAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-
leaseback transactions be accounted for in the same manner as sale-lease
transactions.  This statement also makes technical corrections to existing
pronouncements.  While those corrections are not substantive in nature, in
some instances, they may change accounting practice. The adoption of SFAS No.
145 has not had a material impact, if any, on its financial position or
results of operations.

In June 2002, the FASB issued SFAS No. 146, " Accounting for Costs Associated
with Exit or Disposal Activities." This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, " Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF
Issue 94-3, a liability for an exit cost, as defined, was recognized at the
date of an entity's commitment to an exit plan. The provisions of this
statement are effective for exit or disposal activities that are initiated

                                                                  Page 6 of 17
<PAGE>

Notes to Financial Statements (continued)
(unaudited)


after December 31, 2002 with earlier application encouraged. This statement is
not applicable to the Company.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72
and Interpretation 9 thereto, to recognize and amortize any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This
statement requires that those transactions be accounted for in accordance with
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." In addition, this statement amends SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," to include
certain financial institution-related intangible assets. This statement is not
applicable to the Company.


NOTE 2 - GOING CONCERN
----------------------

The Company has experienced recurring losses. Due to the depletion of cash
reserves, the Company may not be able to finance purchases.  This creates an
uncertainty about the Company's ability to continue as a going concern.
Management has developed plans that it believes will improve cash flow from
operations for 2002: (i) the reduction in rent expense which started April 15,
2002, (ii) the decrease in minimum royalties that will be paid during 2002,
(iii) the reduction or elimination of product lines that generate insufficient
profit margins, (iv) revenues expected to be generated from the introduction
during the year of extensions of existing product lines, (v) shifting to less
expensive suppliers for most of its products, and (vi) the reorganization of
its sales management team.

The ability of the Company to continue as a going concern is dependent on the
success of these plans and the Company's ability to attract debt or equity
financing and to maintain its management team and sales force.  In connection
with the audit for the year ended December 31, 2001, the Company received a
report from its independent auditors that includes an explanatory paragraph
describing uncertainty as to the Company's ability to continue as a going
concern. The financial statements included herein contemplate the ability to
continue as such and do not include any adjustments that might result from this
uncertainty.

NOTE 3 - PROPERTY AND EQUIPMENT
-------------------------------

      Property and equipment consist of the following:
                                                              September 30,
                                                                  2002
                                                                --------
         Machinery, equipment and leasehold improvements     $   281,845
         Color separations                                       115,433
         Furniture and fixtures                                   43,537
         Computer software                                       235,410
                                                               ---------
                                                                 676,225
      Less accumulated depreciation and amortization            (447,707)
                                                               ---------

                                                             $   228,518
                                                               =========

                                                                  Page 7 of 17
<PAGE>

Notes to Financial Statements (continued)
(unaudited)


NOTE 4 - CONTINGENCY
---------------------

In July 2002, the Company reached a settlement of the arbitration proceeding
filed against it by the Sierra Club.  The settlement was consummated in
September 2002 with a payment by the Company in the amount of $20,000.

The Company is also a defendant to several collection actions brought by
various vendors incidental to the Company's business. Many of those claims are
disputed and the Company continues to seek ways to resolve these lawsuits on a
reasonable basis.


Note 5 - EXTRAORDINARY ITEM
---------------------------

During the nine months ended September 30, 2002, the Company negotiated a
reduced payment on its capital lease. The resulting gain from the amount
forgiven by the vendor of $72,947, or $0.02 per share, is presented as an
extraordinary item.


Note 6 - NOTES PAYABLE TO RELATED PARTY
---------------------------------------

On October 13, 2000 the Company borrowed the sum $500,000 from InterGroup.
This loan was evidenced by a promissory note secured by all of the Company's
accounts receivables. The loan, bearing interest at the rate of 13.875% per
annum, was due February 28, 2001. InterGroup has agreed to a further extension
of that note until September 30, 2002 and to reduce the annual interest rate
to 10%. In October 2001, InterGroup also made available to the Company a
$300,000 secured line of credit with an interest rate of 10% per annum to
provide working capital for the Company. Loans made pursuant to the line of
credit are evidenced by promissory notes that were due to mature on June 30,
2002, but were extended to September 30, 2002. These notes are also secured by
all of the Company's accounts receivable.  Subject to shareholder approval,
InterGroup has the right, but not the obligation, to convert any outstanding
amounts due on the notes to common stock at a price equal to 10% above the
average trading price of the Company's common stock for the 30 day period
immediately preceding October 15, 2001.


Note 7 - SUBSEQUENT EVENT
-------------------------

As previously reported, the Company had received notice from the Staff of the
American Stock Exchange ("Amex" or the "Exchange") that the Company was below
several of the Exchange's continued listing standards.  As a result, the Amex
suspended trading in the Company's common stock at the close of trading on
October 28, 2002 and will proceed with the filing of an application with the
Securities and Exchange Commission to strike the Company's common stock from
listing and registration on Amex.


                                                               Page 8 of 17
<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
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, including those discussed
below and in the Company's Form 10-KSB for the year ended December 31, 2001,
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 four 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 absence of long term supply contracts
which could make production costs unpredictable, the ability to obtain
additional operating capital in order to sustain operations, the ability to
deal with its secured and general creditors, the ability to maintain its
management team and sales force, the delisting of its common stock from the
American Stock Exchange, and certain other risks and uncertainties such as the
impact of terrorism and war on the national economy and retailers.


Sales
-----

For the nine months ended September 30, 2002, the Company's net sales amounted
to $1,250,882, which reflected a decrease of $1,017,448 or 44.5% versus last
year's nine month results of $2,268,330. Adoption kits sales decreased by
28.9% and paper product sales decreased by 36.5%. Seasonal sales decreased by
50%. Orders from the Company's two major chain accounts decreased
significantly since September 11, 2001. Decreased sales to these two customers
accounted for 54.5% of the year-to-year decline.

For the three months ended September 30, 2002, the Company's net sales
amounted to $514,021, which reflected a decrease of $502,762 or 49.5% versus
last year's three-month results of $1,016,783. Adoption kit sales were 34.1%
for the period and paper product sales decreased by 54.1%. Seasonal sales
decreased by 65.3%. Orders from the Company's two major chain accounts
decreased significantly since September 11, 2001. Decreased sales to these two
customers accounted for 57.8% of the year-to-year decline.


                                                                 Page 9 of 17
<PAGE>




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS	  (continued)


Gross Profit
------------

For the nine months ended September 30, 2002, gross profit amounted to
$567,597 or 45.3% of sales. For the comparable prior year period, gross profit
amounted to $1,042,783 or 45.6% of sales. Lower sales negated the effect of
lower lease payments and overhead costs since April 15, 2002.

For the three months ended September 30, 2002, gross profit amounted to
$231,857 or 45.1% of sales.  For the comparable prior year period, gross
profit amounted to $484,327 or 47.6% of sales. Lower sales negated the effect
of lower lease payments and overhead costs and since April 15, 2002.


Operating Expenses
------------------

For the nine months ended September 30, 2002, selling and marketing expenses
amounted to $658,078 reflecting a decrease of $268,663 or 29.1% versus the
prior year period of $926,741. This decrease was a result of reductions in
sales, and therefore less sales commissions, reductions in warehouse,
marketing and office staffing and cutbacks in other selling and marketing
expenses.

For the three months ended September 30, 2002, selling and marketing expenses
amounted to $179,391 reflecting a decrease of $75,205 or 29.5% versus the
prior year period of $254,596. This decrease was a result of reductions in
sales, and therefore less sales commissions, reductions in warehouse,
marketing and office staffing and cutbacks in other selling and marketing
expenses.

General and administrative expenses amounted to $594,648 for the nine months
ended September 30, 2002, reflecting a decrease of $106,645 or 15.2% versus
the prior year period of $701,293. This decrease was a result of reductions in
office staffing, office rent, legal fees and medical insurance costs partially
offset by increased audit fees.

General and administrative expenses amounted to $162,775 for the three months
ended September 30, 2002, reflecting a decrease of $33,940 or 17.2% versus the
prior year period of $196,715. This decrease was a result of reductions in
office staffing, office rent, and medical insurance costs partially offset by
increased audit fees.


Operating Loss
--------------

An operating loss of $685,129 was incurred for the nine months ended September
30, 2002 compared to the prior period's loss of $585,251.  With the inclusion
of interest expense of $36,580, the Company had an operating loss of $721,709
before extraordinary item. Extraordinary item of $72,947 from creditor
negotiations and settlements resulted in a net loss of $648,762 or $.17 per
share as compared to a net loss of $397,905 or $.10 per share in the prior
year. All per share amounts are based on the weighted average common shares
outstanding for the period.

                                                               Page 10 of 17
<PAGE>




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS	  (continued)


An operating loss of $110,309 was incurred for the three months ended
September 30, 2002 compared to the prior period's income of $33,016. Interest
expense of $12,998 increased the operating loss to result in a net loss of
$123,307 or $.03 per share. For the prior year period, the net income amounted
to $237,600 or $.06 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, 2002 amounted to $1,114,121, which reflected a
decrease versus the December 31, 2001 level of $1,829,800 by $715,679.
Increases in fixed assets and other assets were offset by decreases in
receivables, inventories, prepaid assets and cash. Total current liabilities
amounted to $1,283,482 as of September 30, 2002, which reflected a decrease of
$66,818 versus the December 31, 2001 level of $1,350,300.  The decrease was a
result of an increase in accrued liabilities offset by decreases in trade
payables, royalties payable, commissions and accrued wages.


Liquidity and Capital Resources
-------------------------------

At September 30, 2002, the Company's current liabilities exceeded its current
assets by $507,435. This compared to December 31, 2001 positive working
capital level of $15,200 for a decline of $522,635.  Net cash used by
operating activities during the period amounted to $175,339. The net loss of
$648,762 and changes in non-cash items of $55,594 were offset by $417,829
provided by changes in net receivables, inventory, and other assets and
liabilities.

Cash used by investing activities amounted to $14,472 to purchase additional
computer disk space and separations and $39,246 to purchase publishing rights.
Cash from financing activities consisted of $20,000 in principal paid back to
settle an outstanding capital lease and $70,000 cash proceeds on a loan from
The InterGroup Corporation ("InterGroup").

The primary source of the Company's liquidity during the past several years
has been sales of the Company's securities and secured loans from a related
party. A rights offering made to the Company's stockholders in 1999, in which
the Company issued an aggregate of 1,582,216 shares of Common Stock (including
970,200 shares to the Chairman and certain of his affiliates, resulted in the
receipt by the Company of an aggregate of approximately $1,665,500 in gross
proceeds. On October 13, 2000 the Company borrowed the sum $500,000 from
InterGroup. This loan was evidenced by a promissory note secured by all of the
Company's accounts receivables. The loan, bearing interest at the rate of
13.875% per annum, was due February 28, 2001. InterGroup has agreed to a
further extension of that note until September 30, 2002 and to reduce the
annual interest rate to 10%. In October 2001, InterGroup also made available
to the Company a $300,000 secured line of credit with an interest rate of 10%
per annum to provide working capital for the Company. Loans made pursuant to
the line of credit are evidenced by promissory notes that were due to mature
on June 30, 2002, but were extended to September 30, 2002. These notes are

                                                               Page 11 of 17
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS	  (continued)


Liquidity and Capital Resources  (continued)
--------------------------------------------

also secured by all of the Company's accounts receivable.  Subject to
shareholder approval, InterGroup has the right, but not the obligation, to
convert any outstanding amounts due on the notes to common stock at a price
equal to 10% above the average trading price of the Company's common stock for
the 30 day period immediately preceding October 15, 2001.  Although these
obligations are currently in default, InterGroup has not taken action to
foreclose on its security interest to date, and management continues to
negotiate with InterGroup regarding additional financial assistance.

The Company has experienced recurring losses. Due to the depletion of cash
reserves, the Company may not be able to finance purchases. This creates an
uncertainty about the Company's ability to continue as a going concern.
Management has developed plans that it believes will improve cash flow from
operations for 2002: (i) the reduction in rent expense which started April 15,
2002, (ii) the decrease in minimum royalties that will be paid during 2002,
(iii) the reduction or elimination of product lines that generate insufficient
profit margins, (iv) revenues expected to be generated from the introduction
during the year of extensions of existing product lines, (v) shifting to less
expensive suppliers for most of its products and (vi) the reorganization of
its sales management team. The ability of the Company to continue as a going
concern is dependent on the success of these plans and the Company's ability
to attract debt or equity financing.  The financial statements have been
prepared on a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. If
the Company is not able to attract additional financing, it will consider
other strategic options.

As previously reported, the Company had received notice from the Staff of the
American Stock Exchange ("Amex" or the "Exchange") that the Company was below
several of the Exchange's continued listing standards.  As a result, the Amex
suspended trading in the Company's common stock at the close of trading on
October 28, 2002 and will proceed with the filing of an application with the
Securities and Exchange Commission to strike the Company's common stock from
listing and registration on Amex.  Please see Item 5. "Other Events" for a
full discussion of the delisting of the Company's common stock.


CRITICAL ACCOUNTING POLICIES
----------------------------
Our discussion and analysis of our financial conditions and results of
operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States of America.  The preparation of financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets and liabilities, revenues and expenses, and disclosures on the date of
the financial statements.  On an on-going basis, we evaluate our estimates,
including, but not limited to, those related to revenue recognition.  We use
authoritative pronouncements, historical experience, and other assumptions as
the basis for making judgments.  Actual results could differ from those
estimates.  We believe that the following critical accounting policies affect
our more significant judgments and estimates in the preparation of our
consolidated financial statements.


                                                                 Page 12 of 17
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS	  (continued)


REVENUE RECOGNITION
-------------------
Revenue is recorded at the time of merchandise shipment, net of provisions for
returns in accordance with interpretative guidance provided by Staff
Accounting Bulletin (SAB) No. 101.  The majority of the Company's sales are to
retailers and these retailers generally have no right to return products.


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
obtaining new product sources and replacing certain in-house assembly, 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.


Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The management of the Company, including the Interim President (Chief
Executive Officer) and the Vice President Finance (Chief Financial Officer),
have conducted an evaluation of the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
as of a date within 90 days prior to the filing of this Quarterly Report on
Form 10-QSB (the "Evaluation Date").  Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the
Valuation Date, the Company's disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company,
required to be included in the Company's periodic SEC filings.

(b) Changes in internal controls.

Subsequent to the date of the evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls, nor were there any corrective actions
required with regard to significant deficiencies and material weaknesses.



                         PART II. OTHER INFORMATION


Item 1.    Legal Proceedings

As previously reported, the Sierra Club filed an arbitration proceeding
against the Company in June 2000, before the American Arbitration Association
in San Francisco, California.  In July 2002, the parties agreed to a
settlement of that action and a mutual release of all claims.  That settlement
was consummated in September 2002, with the payment by the Company of the
amount of $20,000 to the Sierra Club.


                                                                 Page 13 of 17
<PAGE>



Item 5.  Other Information.

As previously reported, the Company had received notice from the Amex Staff
stating that the Company was below several of the Exchange's continued listing
standards.  The Company was afforded the opportunity by Amex to submit a plan
of compliance to the Exchange, which the Company submitted.  On August 8,
2002, Healthy Planet received notice that the Amex Staff had determined that
the Company's compliance plan did not make a reasonable demonstration of its
ability to regain compliance with the listing standards by December 31, 2002
and that the Staff intended to proceed with the filing of an application with
the Securities and Exchange Commission to strike the Company's common stock
from listing and registration with Amex.  The Amex Staff also informed the
Company that it had fallen below an additional listing standard since the
aggregate market value of the Company's shares publicly held was less than
$1,000,000 for more than 90 consecutive days.  The Company appealed that
determination and requested a hearing before a committee of Amex.

As disclosed in its Form 10-QSB for the quarterly period ended June 30, 2002,
it was unlikely that the Company would be able to maintain its Amex listing if
it was not able to attract significant additional equity capital in the
immediate future.  Since the Company was not able to obtain such additional
equity capital or to complete another transaction to achieve compliance with
the continuing listing standards and the additional requirements of Amex
within the specified time frame, it had no choice but to withdraw its appeal.
As a result, the Amex suspended trading in the Company's common stock at the
close of trading on October 28, 2002 and will proceed with the filing of an
application with the Securities and Exchange Commission to strike the
Company's common stock from listing and registration on Amex.  As a result of
those actions, the Company's common stock is currently listed on the Pink
Sheets and its trading symbol has been changed to "HPPS.PK".

On November 11, 2002, Bruce A. Wilson tendered his resignation as a director
of the Company.  Mr. Wilson's resignation was due to other job commitments and
was not the result of any disagreement with the Company on any matter relating
to its operations, policies or practices and he did not request that his
letter of resignation be disclosed or filed as an exhibit with this Report.
Healthy Planet is currently conducting a search for a replacement for Mr.
Wilson.


Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------
       (a) Exhibit 99.1 - Certificates Pursuant to 18 U.S.C. Section 1350 as
           Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


       (b) Reports on Form 8-K - During the quarter ended September 30,
           2002, the following reports on Form 8-k were filed by the
           Registrant.

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

       July 8, 2002                Item 6                 Resignation of
                                                          Daniel R. Coleman
                                                          as Director

                                                                Page 14 of 17
<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 8, 2002                     by: /s/ Antonio Santiago
                                                  ----------------------
                                                  Antonio Santiago,
                                                  Vice President of Finance
                                                  (Principal Accounting
                                                   Officer)

DATED:   November 8, 2002                     by: /s/ Gregory C. McPherson
                                                  --------------------------
                                                  Gregory C. McPherson,
                                                  Interim President (Principal
                                                  Executive Officer)




                                  CERTIFICATIONS


I, Gregory C. McPherson, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Healthy Planet
Products, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designated such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and


                                                              Page 15 of 17
<PAGE>



    c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing equivalent
functions):

    a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for
registrant's auditors and material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 8, 2002                        /s/ Gregory C. McPherson
                                                   ----------------------
                                                   Gregory C. McPherson
                                                   Interim President (Chief
                                                   Executive Office)

______________________________________________________________________________



I, Antonio Santiago, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Healthy Planet
Products, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flow of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designated such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

                                                               Page 16 of 17




    b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing equivalent
functions):

    a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for
registrant's auditors and material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 8, 2002                        /s/ Antonio Santiago
                                                   ----------------------
                                                    Antonio Santiago
                                                    Vice President Finance
                                                    (Chief Financial Officer)


                                                                Page 17 of 17