U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

   
                                  FORM 10-QSB/A

                                 Amendment No. 1
    

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

For the quarterly period ended March 31, 1998
                               --------------

                                       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 May 8, 1998,  there were issued and outstanding  2,287,362 shares
of common stock of the registrant (exclusive of 26,341 shares of voting Series D
Preferred Stock convertible into 186,341 shares of common stock).

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

   
                                  Page 1 of 14
    



<PAGE>

   
Prefatory Note to Amemdment No. 1 on Form 10-QSB/A.

Healthy Planet Products,  Inc. (the "Company") has filed this Amendment No. 1 on
Form  10-QSB/A  to  revise  and  restate  certain  portions  of Part  I,  Item 2
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."


                                  Page 2 of 14
    

<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                                      INDEX





                                                                            Page

Form 10-QSB Cover Page                                                        1

   
Index                                                                         3

PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Balance Sheet at March 31, 1998                                4

               Statements of Operations for the three-months ended
                  March 31, 1998 and 1997                                     6

               Statements of Cash Flows for the three-months ended
                  March 31, 1998 and 1997                                     7

               Notes to the Financial Statements                              8

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



PART II.  OTHER INFORMATION

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

      Signature                                                              14


                                  Page 3 of 14
    



<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements


                          HEALTHY PLANET PRODUCTS, INC.

                                  BALANCE SHEET

                                     ASSETS


                                                                       March 31,
                                                                         1998
                                                                     -----------
                                                                     (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                                        $2,486,021
     Marketable securities                                                   333
     Accounts receivable - net of allowances for doubtful
          accounts and returns of $168,662                               916,679
     Inventories                                                       1,752,448
     Advance on royalties                                                318,602
     Prepaid expenses                                                    242,708
     Deferred income taxes                                               264,900
                                                                      ----------
          Total current assets                                         5,981,691
                                                                      ----------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
     depreciation and amortization                                       810,100
                                                                      ----------

OTHER ASSETS
     Deferred income taxes                                               685,800
     Security deposits                                                    34,277
     Publishing rights - net of accumulated
          amortization of $423,782                                       124,207
     Other                                                               105,855
                                                                      ----------

          Total other assets                                             950,139
                                                                      ----------

TOTAL ASSETS                                                          $7,741,930
                                                                      ==========


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


   
                                  Page 4 of 14
    



<PAGE>



                          HEALTHY PLANET PRODUCTS, INC.

                            BALANCE SHEET (continued)

                      LIABILITIES AND SHAREHOLDERS' EQUITY


                                                                      March 31,
                                                                        1998
                                                                     -----------
                                                                     (Unaudited)
CURRENT LIABILITIES
     Accounts payable                                                $  280,178
     Royalties payable                                                   20,292
     Commissions payable                                                 42,039
     Series B preferred stock redemption and dividends payable          161,500
     Accrued wages, bonuses and payroll taxes                            57,581
     Accrued liabilities                                                  5,469
     Current portion of long-term debt                                  104,001
                                                                     ----------

          Total current liabilities                                     671,060
                                                                     -----------

OTHER LIABILITIES
     Long-term debt, net of current portion                             114,299
     Accrued rent payable                                                95,582 
                                                                     -----------

                                                                        209,881
                                                                     -----------

SHAREHOLDERS' EQUITY
     Common stock, $.01 par value, 12,000,000 shares
       authorized, 2,287,362 shares issued and outstanding               22,874
     Preferred stock, Series D, $.10 par value, with
       aggregate liquidation preferences of $134,603,
       371,009 shares authorized, 26,341 issued and
       outstanding                                                        2,634

     Additional paid-in capital                                      13,141,087

     Accumulated deficit                                             (6,305,606)
                                                                     -----------

          Total shareholders' equity                                  6,860,989
                                                                     -----------
TOTAL LIABILITIES ANT) SHAREHOLDERS' EQUITY                          $7,741,930
                                                                     ===========



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


   
                                  Page 5 of 14
    




<PAGE>



                          HEALTHY PLANET PRODUCTS, INC.

                             STATEMENT OF OPERATIONS

                                   (Unaudited)





                                                    Three Months Ended March 31,
                                                    ----------------------------

                                                         1998            1997
                                                         ----            ----

NET SALES                                            $  977,258      $  828,281

COST OF GOODS SOLD                                      428,053         362,998
                                                     -----------     ----------
GROSS PROFIT                                            549,205         465,282

OPERATING EXPENSES
     Selling, shipping and marketing                    302,528         227,417
     General and administrative                         448,441         417,128
                                                     -----------     ----------
                                                        750,969         644,545
                                                     -----------     ----------

OPERATING LOSS                                         (201,764)       (179,263)
                                                     -----------     ----------

OTHER INCOME/EXPENSE:
     Interest expense                                    (3,705)          --
     Interest income                                     36,070          44,966
     Other income                                        28,678           4,643
                                                     -----------     ----------
                                                         61,043          49,609
                                                     -----------     ----------

LOSS BEFORE TAXES                                      (140,721)       (129,654)
PROVISION FOR INCOME TAXES                                 --             --
                                                     -----------     ----------

NET LOSS                                             $ (140,721)     $ (129,654)
                                                     ===========     ==========

BASIC AND DILUTED LOSS PER SHARE                     $     (.06)     $     (.07)
                                                     ===========     ==========

WEIGHTED AVERAGE COMMON                                         
     SHARES OUTSTANDING                               2,237,362       1,827,362
                                                     ===========     ==========



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



   
                                  Page 6 of 14
    


<PAGE>




<TABLE>
                                     HEALTHY PLANET PRODUCTS, INC.

                                        STATEMENT OF CASH FLOWS

                                              (Unaudited)
<CAPTION>


                                                                        Three Months Ended March 31,
                                                                        ----------------------------

                                                                         1998                 1997
                                                                         ----                 ----
<S>                                                                 <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                                       ($ 140,721)            ($129,654)
     Non-cash items included in net loss
         Depreciation and amortization                                  73,560                50,668
         Decrease in allowances for doubtful
             accounts and returns                                     (154,418)             (274,426)

     Changes in:
         Accounts receivables                                           (7,998)              550,030
         Inventories                                                  (211,423)             (383,543)
         Advance on royalties                                         (318,602)             (311,444)
         Prepald expenses                                             (126,982)              (51,653)
         Accounts payable                                              (95,811)               13,679
         Royalties payable                                              15,719                 1,204
         Commissions payable                                           (52,142)              (78,174)
         Income taxes payable                                             (800)              (16,300)
         Accrued wages, bonus & payroll taxes                           10,811               (27,269)
         Accrued liabilities                                           (14,834)              (26,831)
         Accrued rent payable                                            9,933                14,610
                                                                     ---------            ----------
         Net cash used by operating activities                      (1,013,708)             (669,103)
                                                                     ---------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Sales/Purchases of marketable securities                      249,667               (25,614)
         Purchase of equipment & color separations                     (13,052)              (30,124)
         Other assets                                                    3,147               (42,925)
                                                                     ---------            ----------
         Net cash provided (used) by investing activities              239,762               (98,663)
                                                                     ---------            ----------

CASH FLOWS FROM FINANCING ACTIVITIES
         Principal repayments on note payable                          (26,095)                    -
                                                                     ---------            ----------

         Net cash used by financing activities                         (26,095)                    -
                                                                     ---------            ----------


DECREASE IN CASH AND CASH EQUIVALENTS                                 (800,041)             (767,766)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       3,286,062             1,650,711
                                                                     ---------            ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             2,486,021            $  882,945
                                                                     =========            ==========


SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING.
     Cash paid during the period for:
         Interest                                                    $   3,705            $      -
         Income taxes                                                $   1,600            $   16,300

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

   
                                  Page 7 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:
                                                                     March 31,
                                                                       1998
                                                                   -----------

              Raw materials                                        $    38,010
              Work-in-process                                        1,176,307
              Finished goods                                           538,131
                                                                   -----------
                                                                     1,752,448
                                                                   ===========

NOTE 3- PROPERTY AND EQUIPMENT

        Property and equipment consist of the following:
                                                                     March 31,
                                                                       1998
                                                                   -----------

              Machinery, equipment and leasehold improvements      $   719,830
              Molds                                                    381,113
              Color separations                                        291,630
              Furniture and fixtures                                    72,664
              Computer software                                         38,171
                                                                   -----------

                                                                     1,503,408
                                                                    




              Less accumulated depreciation and amortization          (693,308)
                                                                   -----------
                                                                   $   810,100
                                                                   ===========


   
                                  Page 8 of 14
    

<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

          At March  31,  1998 the  Company  had  available  net  operating  loss
carryovers of  approximately  $6,230,500 to be applied  against  future  federal
taxable income.  Due to a change in ownership  during 1988,  $2,638,000 of these
amounts  are subject to a Section 382  limitation  of a maximum of $476,950  per
year.  If the Company  does not  generate  sufficient  income to use the maximum
limitation,  remaining  amounts  accumulate  for use in future periods until the
operating loss expires.  The remaining net operating loss  carryovers  generated
after 1988 are available to be used without yearly  limitation.  For federal tax
purposes, net operating losses expire as follows:



                                                Year Ending December 31,

                           2002                              $2,638,600
                           2003                               1,222,000
                           2004                               1,299,100
                           2005                                 383,300
                           2006                                  31,700
                           2012                                 655,800
                                                             ----------
                                                             $6,230,500
                                                             ==========

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

The Company has available  approximately  $326,000 of  California  net operating
losses which can be carried  forward and offset against  future taxable  income.
These loss carryforwards expire in 2002.

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



   
                                  Page 9 of 14
    


<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)



<TABLE>
NOTE 5 - EARNINGS PER SHARE
<CAPTION>

                                                                     Three Months Ended March 31, 1998
                                                                     ---------------------------------
                                                                                                  Pre-Share
                                                                   Loss              Shares        Amount
                                                                   ----              ------      ---------
<S>                                                               <C>              <C>             <C>
Net loss                                                          ($140,721)
                                                                  ----------
Basic loss per share:
     Loss available to common shareholders                        ($140,721)       2,237,362       ($.06)
                                                                                                   ------
Effect of dilutive securities                                            --              --
                                                                  ----------      ----------

Diluted loss per share:
     Loss available to common shareholders
         plus assumed conversions                                 ($140,721)       2,237,362       ($.06)
                                                                  ==========      ==========       ======
</TABLE>

Warrants to purchase  368,117 shares of common stock at a weighted average price
per share of $4.45 and options to purchase  325,000  shares of common stock at a
weighted  average price per share of $6.19 were  outstanding  at March 31, 1998,
but were not included in the  computation  of diluted  earnings per share as the
exercise prices were greater than the average market price of the common shares.

Preferred stock  convertible into 26,341 shares of common stock were outstanding
at March 31, 1998, but were not included in the computation of diluted  earnings
per share as the effect would be anti-dilutive.




   
                                  Page 10 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 statements.
Such  future  results  are based upon  management's  best  estimates  based upon
current  conditions  and the most recent  results of  operations.  These include
management's  forecasts for sales,  the inrease in net sales for the three month
period ended March 31,  1998,  purchasing  plans and  programs of certain  large
chain buyers relating to holiday product recently  experienced  decline in gross
margin as well as marginal increases in general and administrative expenses, the
recent  adverse  trend  in the  general  retail  environment,  general  economic
conditions,  competition  generally and specifically  relating to greeting cards
having  environmental,  nature or wildlife themes 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 three  months  ended March 31, 1998,  the  Company's  net sales
amounted to $977,258 which reflected an increase of $148,977 or 17.9% versus the
prior  year level of  $828,281. An  increase  of $85,000 or 10.3% was due to the
inclusion of the Company's new  Collectible  business  acquired late in 1997. In
addition, an expansion of our bookmark program, reflecting an increase of 17.5%,
was offset by  decreases in the base Sierra Club and Nature Baby  businesses  of
14.1% and 57.7%  respectively,  to result in the overall  increase of 18.0%. The
Sierra  Club  decrease  was due in part to the  loss of  Barnes  and  Noble as a
customer in the fall of 1997.

Gross Profit

        For the three  months ended March 31,  1998,  gross  profit  amounted to
$549,205 or 56.1% of sales.  This level of gross profit percentage was at parity
with the previous year's three month results of $465,282 or 56.1% of sales.


                                 Page 11 of 14
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Operating Expenses

         For the three  months  ended  March 31,  1998,  selling,  shipping  and
marketing expenses amounted to $302,528  reflecting an increase versus the prior
year's level of $75,111 or 33%. Costs associated with the new product launch for
advertising, promotion and travel accounted for the quarter to quarter increase.

        General and  administrative  expenses amounted to $448,441 for the three
months  ended March 31, 1998,  reflecting  an increase of $31,313 or 7.5% versus
the prior year quarter of $417,128.  Decreases in legal fees and insurance costs
were offset by increased  manpower costs  associated with the acquisition of the
Collectibles line.

Income

         An  operating loss of $201,764 or ($.09) per share was incurred for the
three months ended March 31, 1998.  Interest and other income of $61,043 reduced
the  operating loss to result in a net loss of $140,721 or ($.06) per share. For
the prior year  quarter, the net loss  amounted to $129,654 or ($.07) per share.
Increased  operating costs associated with the new Collectibles line resulted in
the current year quarter's loss. 

Balance Sheet

         Total assets  amounted to $7,741,930 as of March 31, 1998  reflecting a
decrease  versus the December  31, 1997 level of  $8,036,000  or  $294,070.  The
period  to period  decrease  was a result of  decreased  cash  offset in part by
increased  accounts  receivables,   inventories  royalty  advances  and  prepaid
expenses.  Total current  liabilities  amounted to $671,060 as of March 31, 1998
versus the December 31, 1997 level of $806,000. The decrease was a result of the
paydown of seasonal commissions and trade payable during the quarter.

Liquidity and Capital Resources

         At March  31,  1998,  the  Company's  working  capital  was  $5,310,631
reflecting a decrease of $95,369 versus working  capital at December 31, 1997 of
$5,406,000.  Cash of $792,129  was used  during the period to support  operating
activities  primarily  used for  inventory of new product and royalty  advances.
Cash provided by investment activities amounted to $239,762 primarily associated
with the sale of marketable  securities.  Cash of $26,095 was used to pay a note
related to the Corlett Collectibles acquisition. The Company remains liquid with
a current ratio of 8.9:1.

         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
with  interest at the bank's  Index Rate plus .75% or 8.75% as of  3/31/98.  The
Company draws on this line from time to time on a short term basis; however, the
Company did not utilize the line of credit during this  quarter. As of March 31,
1998, there were no borrowings under this line of credit.


                                  Page 12 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 13 of 14
    

<PAGE>


                           PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          a. Exhibits

             None

          b. Reports on Form 8-K


                 During the quarter ended March 31, 1998,  there were no reports
on Form 8-K filed by the Registrant.





                                   SIGNATURES

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


                                  HEALTHY PLANET PRODUCTS, INC.
                                          (Registrant)

   
 DATED: May 15, 1998              by: /s/ Bruce A. Wilson
        (February 4, 1999             --------------------------------------
        as to Amendment No. 1)         Bruce A. Wilson
                                  President, Chief Executive, Chief Operating
                                  and Chief Financial Officer
                                  (Principal Executive, Financial
                                   and Accounting Officer)




                                 Page 14 of 14