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, 1996

                                       OR

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

For the transition period from ____________________ to ____________________

                           Commission File No. 1-13048

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

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

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

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

--------------------------------------------------------------------------------

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

         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

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

         As of October 31,  1996,  there were issued and  outstanding  1,827,362
shares of common stock of the registrant  (exclusive of 186,341 shares of voting
Series D Preferred Stock convertible into 186,341 shares of common stock).


                                  Page 1 of 14

<PAGE>
<TABLE>

                          HEALTHY PLANET PRODUCTS, INC.

                                      INDEX

<CAPTION>

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

Index                                                                                       2

PART I.      FINANCIAL INFORMATION

        Item 1.   Financial Statements

                  Balance Sheet at September 30, 1996                                       3

                  Statements of Income for the three-months ended                           5
                    and nine months ended September 30, 1996 and 1995

                  Statements of Cash Flows for the three-months ended                       6
                    and nine months ended September 30, 1996 and 1995

                  Notes to the Financial Statements                                         7

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



PART II.     OTHER INFORMATION

        Item 6.    Exhibits and Reports on Form 8-K, Signature                            13 - 14



</TABLE>





                                                   Page 2 of 14

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.   Financial Statements


                          HEALTHY PLANET PRODUCTS, INC.

                                  BALANCE SHEET

                                     ASSETS

                                                                   September 30,
                                                                        1996
                                                                     ----------
                                                                    (Unaudited)
CURRENT ASSETS
         Cash                                                         $3,215,376
         Accounts receivable - net of allowances for doubtful
                  accounts and returns of $286,077                     1,658,869
         Inventories                                                   1,354,796
         Advance on royalties                                            105,473
         Prepaid expenses                                                105,678
         Deferred income taxes                                           740,000
                                                                      ----------

                  Total current assets                                 7,180,192
                                                                      ----------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
         depreciation and amortization                                   428,128
                                                                      ----------

OTHER ASSETS
         Deferred income taxes                                         1,060,370
         Security deposits                                                36,353
         Publishing rights - net of accumulated
            amortization of $312,611                                      99,151
         Deferred rent                                                   131,160
         Other                                                             2,215
                                                                      ----------
                  Total other assets                                   1,329,249
                                                                      ----------

TOTAL ASSETS                                                          $8,937,569
                                                                      ==========


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


                                  Page 3 of 14


<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                            BALANCE SHEET (Continued)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                   September 30,
                                                                       1996
                                                                    -----------
                                                                    (Unaudited)

CURRENT LIABILITIES
         Accounts payable                                           $   517,922
         Royalties payable                                               18,106
         Commissions payable                                            122,076
         Accrued wages, bonus' and payroll taxes                         97,188
         Accrued liabilities                                              2,149
                                                                    -----------

                  Total current liabilities                             757,441

ACCRUED RENT PAYABLE                                                     25,902
                                                                    -----------
TOTAL LIABILITIES                                                       783,343
                                                                    -----------

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

         Additional paid-in capital                                  12,285,611

         Accumulated deficit                                         (4,168,375)
                                                                    -----------
                  Total shareholders' equity                          8,154,226
                                                                    -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 8,937,569
                                                                    ===========


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

                                  Page 4 of 14

<PAGE>
<TABLE>


                                                    HEALTHY PLANET PRODUCTS, INC.

                                                         STATEMENT OF INCOME

                                                             (Unaudited)


<CAPTION>


                                                                  Three Months Ended Sept. 30,         Nine Months Ended Sept. 30,
                                                                  -----------------------------      -------------------------------
                                                                   1996               1995               1996              1995
                                                                   ----               ----               ----              ----

<S>                                                              <C>                <C>                <C>               <C>       
NET SALES                                                        $1,910,038         $2,590,692         $3,730,434        $4,627,557

COST OF GOODS SOLD                                                  792,830          1,072,773          1,433,637         1,763,299
                                                                 ----------         ----------         ----------        ----------

GROSS PROFIT                                                      1,117,208          1,517,919          2,296,797         2,864,258
                                                                 ----------         ----------         ----------        ----------

OPERATING EXPENSES:
       Selling, shipping and marketing                              280,074            415,908            662,885           811,188
       General and administrative                                   569,073            505,465          1,301,475         1,276,223
                                                                 ----------         ----------         ----------        ----------
                                                                    849,147            921,373          1,964,360         2,087,411
                                                                 ----------         ----------         ----------        ----------

OPERATING INCOME                                                    268,061            596,546            332,437           776,847
                                                                 ----------         ----------         ----------        ----------

OTHER INCOME:
       Interest income                                               40,028             27,920            121,945            97,194
       Other income                                                     135              1,495            135,144             1,749
                                                                 ----------         ----------         ----------        ----------
                                                                     40,163             29,415            257,089            98,943
                                                                 ----------         ----------         ----------        ----------

INCOME BEFORE TAXES                                                 308,224            625,961            589,526           875,790

PROVISION (BENEFIT) FOR
       INCOME TAXES                                                 123,289           (760,717)           235,810          (882,417)
                                                                 ----------         ----------         ----------        ----------

NET INCOME                                                          184,935          1,386,678            353,716         1,758,207

DIVIDENDS ACCUMULATED
       ON PREFERRED STOCK                                              --                 --               (4,504)           (6,755)

INCOME APPLICABLE TO
       COMMON STOCK                                              $  184,935         $1,386,678         $  349,212        $1,751,452
                                                                 ----------         ----------         ----------        ----------

EARNINGS PER SHARE                                               $      .09         $      .67         $      .17        $      .85
                                                                 ==========         ==========         ==========        ==========

WEIGHTED AVERAGE COMMON
       SHARES OUTSTANDING                                         2,020,849          2,071,195          2,015,971         2,050,191
                                                                 ==========         ==========         ==========        ==========


<FN>


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

                                                   Page 5 of 14 

<PAGE>
<TABLE>


                                                    HEALTHY PLANET PRODUCTS, INC.

                                                       STATEMENT OF CASH FLOWS

                                                             (Unaudited)


<CAPTION>


                                                                      Three Months Ended Sept. 30,      Nine Months Ended Sept. 30,
                                                                     -----------------------------     -----------------------------
                                                                       1996                1995            1996            1995
                                                                       ----                ----            ----            ----

<S>                                                                  <C>              <C>              <C>              <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net Income                                                  $   184,935      $ 1,386,678      $   353,716      $ 1,758,207
         Non-cash items included in net income
             Depreciation and amortization                                45,956           39,137          137,888          109,255
             Increase/(decrease) in allowances for
                      doubtful accounts and returns                      144,163          229,595         (220,923)         175,969
             Change in inventory reserves                                (31,000)          95,000          (56,000)          14,203
             (Increase)decrease in deferred income taxes                 123,289         (762,750)         222,630         (902,000)
             Abandonment of leasehold improvements                          --               --             12,493             --

         Changes in:
             Accounts receivables                                       (966,309)      (1,634,479)        (701,488)      (1,381,147)
             Inventories                                                 108,024           87,828         (393,522)        (240,054)
             Advances on royalties                                       110,422          153,055         (105,473)        (117,624)
             Prepaid expenses                                              3,298           58,130          (72,467)         (24,229)
             Accounts payable                                            178,807          201,231          224,062          445,105
             Royalties payable                                             7,647           10,308            9,500            3,551
             Commissions payable                                          67,345          108,740          (33,879)          25,686
             Accrued wages, bonus and payroll taxes                       70,873           93,331          (34,312)          58,278
             Accrued liabilities                                         (24,731)           4,930          (25,352)         (13,443)
             Accrued rent payable                                         20,966              (33)         (64,530)           3,650
                                                                     -----------      -----------      -----------      -----------
             Net cash used by operating activities                        43,685           70,701         (747,657)         (84,593)
                                                                     -----------      -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
             Purchases of equipment and color separations                 (3,593)         (10,921)         (80,874)        (287,946)
             Increase in publishing rights                               (11,970)            (600)         (34,923)         (20,756)
             Other                                                        (1,774)            --            (22,141)          86,200
             Deferred rent                                                 3,437             --           (131,160)            --
                                                                     -----------      -----------      -----------      -----------
             Net cash used by investing activities                       (13,900)         (11,521)        (269,098)        (222,502)
                                                                     -----------      -----------      -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from stock options exercised                          --             47,500           90,000          296,250
             Proceeds from warrants exercised                               --            188,493             --            188,493
             Costs on registration of warrants                              --            (40,697)            --            (40,697)
                                                                     -----------      -----------      -----------      -----------
             Net cash from financing activities                             --            195,296           90,000          444,046
                                                                     -----------      -----------      -----------      -----------


INCREASE (DECREASE) IN CASH                                               29,785          254,476         (926,755)         136,951
CASH, BEGINNING OF PERIOD                                              3,185,591        2,430,012        4,142,131        2,547,537
                                                                     -----------      -----------      -----------      -----------
CASH, END OF PERIOD                                                  $ 3,215,376      $ 2,684,488      $ 3,215,376      $ 2,684,488
                                                                     ===========      ===========      ===========      ===========

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES
THE FOLLOWING:

         Cash paid during the period for:
              Interest                                               $      --        $      --        $      --        $      --
             Income taxes                                            $      --        $     2,033      $    22,780      $    19,583

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

                                                   Page 6 of 14  



<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,
                                                             1996
                                                          -----------
         Raw materials                                    $  157,060
         Work-in-process                                     798,149
         Finished goods                                      399,587
                                                          ----------
                                                          $1,354,796
                                                          ==========

NOTE 3 - PROPERTY AND EQUIPMENT

  Property and equipment consist of the following:

                                                           September 30,
                                                               1996
                                                           -----------
         Machinery, equipment and leasehold improvements   $   795,273
         Color separations                                     328,791
         Furniture and fixtures                                 72,664
         Computer software                                      38,171
                                                           -----------
                                                             1,234,899

         Less accumulated depreciation and amortization       (806,771)
                                                           -----------
                                                           $   428,128
                                                           ===========


                                  Page 7 of 14

<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

  As of January 1, 1996 the Company had available federal net operating loss and
investment  tax credit  carryforwards  of  approximately  $5,090,000 and $15,600
respectively  to be applied  against future  federal  taxable  income,  of which
$3,339,000 of net operating losses are subject to a limitation under Section 382
of  the  Internal  Revenue  Code  of  $476,950  per  year.  Also  available  are
approximately  $34,000 of alternative minimum tax credit carryforwards to reduce
future federal and California regular income taxes over an indefinite period. In
1992, when the Company adopted FAS 109,  Accounting for Income Taxes, it reduced
the deferred  income tax benefit of these loss  carryforwards  by establishing a
valuation  allowance.  For the quarter and the nine months ended  September  30,
1995, a portion of the valuation  allowance was  eliminated,  resulting in a net
income tax benefit of $760,717 and $882,417  respectively.  Based on anticipated
growth in future years,  the Company  believes it will fully  utilize  available
Federal net operating losses prior to expiration.

  The income tax provision of $235,810 in 1996 is  approximately  40% of pre-tax
earnings.  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.  The income tax provision in 1996 will result in a
reduction  of this  asset,  in lieu of  payment  of  taxes.  Accordingly,  as of
September 30, 1996, deferred tax assets have been reduced by $235,810.  Deferred
tax assets consist of the following:


                Net operating loss carryforwards   $ 1,494,590
                AMT carryforwards                       34,000
                Other                                  271,780
                                                   -----------
                                                     1,800,370

                Deferred income taxes expected
                   to be utilized currently           (740,000)
                                                   -----------
                Deferred income taxes              $ 1,060,370
                                                   ===========





                                  Page 8 of 14

<PAGE>

Item 2. 

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Special Note Regarding Forward-Looking Statements

  Certain statements in this Form 10-QSB,  including information set forth under
this Item 2  "Management's  Discussion  and Analysis of Financial  Condition and
Results  of  Operations"  constitute  "forward-looking  statements"  within  the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Act").
Healthy Planet Products, Inc. (the "Company") desires to avail itself of certain
"safe harbor" provisions of the Act and is therefore including this special note
to enable the Company to do so. Forward-looking statements included in this Form
10-QSB or hereafter  included in other publicly  available  documents filed with
the Securities and Exchange  Commission,  reports to the Company's  stockholders
and other  publicly  available  statements  issued or  released  by the  Company
involve known and unknown  risks,  uncertainties,  and other factors which could
cause the  Company's  actual  results,  performance  (financial or operating) or
achievements  to differ  from the  future  results,  performance  (financial  or
operating)  achievements expressed or implied by such forward looking statement.
Such  future  results  are based upon  management's  best  estimates  based upon
current  conditions  and the most recent  results of  operations.  These include
management's  forecasts  of increased  sales,  the decrease in net sales for the
nine and three month  period ended  September  30,  1996,  purchasing  plans and
programs of certain  large chain  buyers  relating to holiday  product  recently
experienced  a decline in gross margin as well as marginal  increases in general
and  administrative  expenses,  the recent  adverse trend in the general  retail
environment, general economic conditions, competition generally and specifically
relating to greeting cards having  environmental,  nature or wildlife themes and
the  ability  of the  Company  to  sustain  consumer  demand  for the  Company's
principal  Sierra  Club card line.  In  addition,  the ability of the Company to
enhance and expand its product mix and to  successfully  introduce  new products
which will meet with consumer  acceptance  may also affect future  results.  The
Company to date has been materially  dependent upon the efforts of Messrs. Bruce
Wilson and M. Scott Foster, who constitute the Company's core senior management.
The loss of either Mr. Wilson's or Mr.  Foster's  services may have a materially
adverse effect upon the business or operations of the Company.

Sales

 For the nine months ended  September 30, 1996, the Company's net sales amounted
to $3,730,434 versus the prior year nine month result of $4,627,557 representing
a decrease of $897,123 or 19.4%. Barnes & Noble and The Nature Company accounted
for $621,000 or 69.2% of the revenue  decline due to their decision not to order
holiday  merchandise  this  year.  Barnes & Noble  continues  to carry  everyday
product on a store by store basis.  The balance of the decline can be attributed
to everyday  business which has been adversely  impacted  during 1996 due to the
general economic downturn at retail.

  For the  three  months  ended  September  30,  1996,  net  sales  amounted  to
$1,910,038  which  reflected a decrease of $680,654 or 26.3%  versus last years'
three  month  results  of  $2,590,692.  Barnes & Noble  and The  Nature  Company
accounted for the overall decrease in revenues due to their not ordering holiday
merchandise this year.

                                  Page 9 of 14

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Gross Profit

  For the nine  months  ended  September  30,  1996,  gross  profit  amounted to
$2,296,797 or 61.6% of sales.  For the comparable  prior year nine month period,
gross profit  amounted to $2,864,258 or 61.9% of sales.  Lower overall sales and
higher returns of last year's seasonal  merchandise  contributed to the marginal
decline in gross margin.

  For the three  months ended  September  30,  1996,  gross  profit  amounted to
$1,117,208  or 58.5% of sales.  For the  comparable  prior year  quarter,  gross
profit  amounted  to  $1,517,919  or 56.0% of  sales.  Lower  sales of  seasonal
products which have lower gross margins versus everyday sales contributed to the
period to period increase in gross margin.

Operating Expenses

  For the nine months ended September 30, 1996, selling,  shipping and marketing
expenses amounted to $662,885 reflecting a decrease of $148,303 versus the prior
year's level of $811,188.  Lower  commissions,  bonuses and shipping expenses on
lower net sales combined to comprise the decrease.

  For the three months ended September 30, 1996, selling, shipping and marketing
expenses  amounted to $280,074  reflecting  an decrease of $135,834  versus last
year's level of $415,908.  Lower  commissions,  bonuses and shipping expenses on
lower net sales combined to comprise the decrease.

  General and administrative expenses amounted to $1,301,475 for the nine months
ended  September  30,  1996,  reflecting a slight  marginal  increase of $25,252
versus  last  year's  level of  $1,276,223.  Higher  rent on the  Company's  new
facility,  moving expenses and the abandonment of leasehold  improvements in its
former facility accounted for the period to period increase.

  For the three months ended  September  30,, 1996,  general and  administrative
expenses amounted to $569,073 reflecting an increase of $63,608 versus the prior
year level of $505,465.  Higher rent on the Company's new facility accounted for
substantially all of the increase.

Income

  Operating  income amounted to $332,437 for the nine months ended September 30,
1996  reflecting a decrease of $444,410 versus the prior year level of $776,847.
The decline at gross margin offset in part by lower operating expenses accounted
for the period to period  operating  income  decline.  For the nine months ended
September 30, 1996, the Company's  operating income before taxes was $589,526 or
$.29 per share.  For the  comparable  prior year  period,  the  Company  had net
operating income before taxes of $875,790 or $.43 per share. Income before taxes
decreased  by $286,284 on a period to period  basis.  Included in the net income
before taxes was approximately  $90,000 in accrued rent taken into other income.
In accordance with FAS13,

                                  Page 10 of 14

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Income   (continued)

Accounting  For  Leases,  the  Company  was  required  to accrue rent on its old
facility  based on the  straight-line  method versus  accruing rent based on the
annually  increasing  base  rent  schedule.  Excess  of rent  expense  over cash
payments created a deferred credit.  The new lease released the Company from all
liability under its former lease.

  The income tax provision of $235,810 in 1996 is  approximately  40% of pre-tax
earnings.  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.  The income tax provision in 1996 will result in a
reduction  of this  asset,  in lieu of  payment  of  taxes.  Accordingly,  as of
September 30, 1996,  deferred tax assets have been reduced by $235,810.  For the
comparable  quarter last year,  net income  finished at  $1,758,207  or $.86 per
share.  Included in last year's nine month net income was a $882,417  tax credit
due to the adoption of FAS 109, Accounting for Income Taxes. The comparative per
share  data is based  on  weighted  average  shares  outstanding  in each of the
respective periods.

Balance Sheet

  Total  assets  amounted  to  $8,937,569  as of  September  30, 1996 versus the
December 31, 1995 level of $8,418,300,  reflecting an increase of $519,269.  The
period to period  increase  was  caused by  increases  in  receivables,  royalty
advances, inventory, prepaid expenses, capital expenditures and deferred assets,
and other  assets  offset  by a  decrease  in cash.  Total  current  liabilities
amounted to $757,441 at September 30, 1996 versus the December 31, 1995 level of
$707,900.  The  increase  was the  result of  increases  in trade and  royalties
payable  offset by decreases in  commissions,  bonuses,  and the  elimination of
deferred rent accrued on the Company's former facility.

Liquidity and Capital Resources

  At September 30, 1996, the Company's working capital was $6,422,751 reflecting
an increase of $573,551 over working capital at December 31, 1995 of $5,849,200.
Cash of  $747,657  was used during the period to support  operating  activities.
Cash of  $269,098  was used during the period for  capital  expenditures.  Major
capital  expenditures  for the period included a $137,500  contribution  for the
construction of the Company's new facility. Cash of $90,000 was generated by the
exercise of employee stock options.

  The  present  primary  sources  of  the  Company's  liquidity  has  been  cash
internally  generated from operations,  proceeds obtained by the Company through
the public sale of its  securities,  and the  availability  of a secured line of
credit. The Company has a $500,000 secured line of credit from Westamerica Bank.
The Company  draws on this line from time to time on a short term  basis.  As of
September 30, 1996, there was no outstanding amount under this line of credit.

                                  Page 11 of 14

<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 12 of 14
<PAGE>

<TABLE>


                                                   HEALTHY PLANET PRODUCTS, INC.

                                                  COMPUTATION OF EARNINGS PER SHARE

                                                             EXHIBIT II

<CAPTION>

                                                                 Three Months      Three Months      Six Months         Six Months
                                                                     Ended            Ended            Ended              Ended
                                                                 Sept. 30, 1996   Sept. 30, 1995   Sept. 30, 1996     Sept. 30,1995
                                                                ---------------   --------------   --------------     -------------
<S>                                                              <C>               <C>               <C>                <C>        
Primary earnings per share
      Net income                                                 $   184,935       $ 1,386,678       $   353,716        $ 1,758,207
      Dividends paid on preferred stock                                 --                --                --                 --
      Cumulative dividends on preferred stock                           --                --              (4,504)            (6,755)
                                                                 -----------       -----------       -----------        -----------

Income applicable to common stock                                $   184,935       $ 1,386,678       $   349,212        $ 1,751,452
                                                                 ===========       ===========       ===========        ===========

Shares
    Weighted average number of common
        shares outstanding                                         1,827,362         1,701,061         1,822,362          1,625,387
Add dilutive effect of conversion of preferred
    stock and outstanding options and warrants,
    as determined by the application of the
    treasury stock method                                            193,487           370,134           193,609            424,804
                                                                 -----------       -----------       -----------        -----------

                                                                   2,020,849         2,071,195         2,015,971          2,050,191
                                                                 ===========       ===========       ===========        ===========

Primary earnings per share                                       $       .09       $       .67       $       .17        $       .85
                                                                 ===========       ===========       ===========        ===========





</TABLE>



                                                   Page 13 of 14
<PAGE>


                           PART II. OTHER INFORMATION




Item 6.    Exhibits and Reports on Form 8-K

           a.      Exhibits

                   27.  Financial Data Schedule

           b.      Reports on Form 8-K

<TABLE>

  During the quarter ended September 30, 1996, the following reports on Form 8-K
were filed by the Registrant:

<CAPTION>

Date of Report      Item Reported               Description of Item
--------------      -------------               -------------------- 
<S>                 <C>                         <C>
August 19, 1996     Item 5.  Other Events       Reporting result of Registrant's Annual
                                                Meeting of Stockholders held on August
                                                5, 1996

September 5, 1996   Item. 6.  Resignation       Reporting Resignation of Michael G.
                              of Directors      Jesselson and election of Daniel R.
                                                Coleman as Director


</TABLE>


                                   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 11, 1996            by:    /s/ Bruce A. Wilson
                                        -----------------------------
                                     Bruce A. Wilson
                                     President, Chief Executive, Chief Operating
                                     and Chief Financial Officer.






                                  Page 14 of 14