U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

For the quarterly period ended March 31, 1999

                                       OR

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

For the transition period from ____________________ to__________________________

                           Commission File No. 1-13048

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

          Delaware                               92-2601764
          --------                               ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
  incorporation or organization)

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

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

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


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

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

         As of May 10, 1999, there were issued and outstanding  3,834,584 shares
of common stock of the registrant (exclusive of 31,335 shares of voting Series D
Preferred Stock convertible into 31,335 shares of common stock).

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

                                  Page 1 of 16


<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 March 31, 1999                                        3

                         Statements of Operations for the three-months ended                    5
                             ended March 31, 1999 and 1998

                         Statements of Cash Flows for the three-months ended                    6
                             ended March 31, 1999 and 1998

                         Notes to the Financial Statements                                      7

         Item 2.         Management's Discussion and Analysis of Financial                     13
                             Condition and Results of Operations


PART II.     OTHER INFORMATION

         Item 6.         Exhibits and Reports on Form 8-K                                      16

         Signature                                                                             16


</TABLE>




                                  Page 2 of 16

<PAGE>

                                                   PART I
                                           FINANCIAL INFORMATION

Item 1.       Financial Statements
<TABLE>
                                       HEALTHY PLANET PRODUCTS, INC.

                                               BALANCE SHEET

                                                   ASSETS
<CAPTION>

                                                                                                March 31,
                                                                                                  1999
                                                                                                ----------
                                                                                               (Unaudited)
<S>                                                                                             <C>
CURRENT ASSETS
     Cash and cash equivalents                                                                  $3,655,289
     Accounts receivable - net of allowances for doubtful
         accounts and returns of $214,206                                                          248,038
     Inventories                                                                                   350,177
     Advance on royalties                                                                           16,594
     Prepaid expenses                                                                              131,034
                                                                                                ----------

                  Total current assets                                                           4,401,132
                                                                                                ----------
PROPERTY AND EQUIPMENT, at cost, net of accumulated
     depreciation and amortization                                                                 707,860
                                                                                                ----------
OTHER ASSETS
     Deferred income taxes                                                                         450,700
     Security deposits                                                                              34,277
     Publishing rights - net of accumulated
         amortization of $204,533                                                                   82,765
     Other                                                                                          96,785
                                                                                                ----------

                  Total other assets                                                               664,527
                                                                                                ----------

TOTAL ASSETS                                                                                    $5,773,519
                                                                                                ==========



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


                                                Page 3 of 16


<PAGE>

<TABLE>
                                       HEALTHY PLANET PRODUCTS, INC.

                                         BALANCE SHEET (continued)

                                    LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                                                                                 March 31,
                                                                                                   1999 
                                                                                                ----------
                                                                                                (Unaudited)
<S>                                                                                             <C>
CURRENT LIABILITIES
     Accounts payable                                                                           $  237,495
     Royalties payable                                                                              26,139
     Commissions payable                                                                            28,173
     Series B preferred stock redemption and dividends payable                                     161,500
     Accrued wages, bonuses and payroll taxes                                                       66,913
     Accrued liabilities                                                                            96,673
     Current portion of long-term debt                                                              50,079
                                                                                                ----------

                  Total current liabilities                                                        666,972

OTHER LIABILITIES
     Accrued rent payable                                                                          132,002
                                                                                                ----------

                                                                                                   798,974
                                                                                                ----------

SHAREHOLDERS' EQUITY
     Common stock, $.01 par value, 12,000,000 shares
         authorized, 3,834,584 shares issued and outstanding                                        38,346
     Preferred stock, Series D, $.10 par value, with
         aggregate liquidation preferences of $160,100,
         371,009 shares authorized, 31,335 issued and outstanding                                    3,134

     Additional paid-in capital                                                                 14,615,671

     Accumulated deficit                                                                        (9,682,606)
                                                                                                ----------

                  Total shareholders' equity                                                     4,974,545

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                      $5,773,519
                                                                                                ==========


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

                                                Page 4 of 16


<PAGE>

<TABLE>
                                       HEALTHY PLANET PRODUCTS, INC.

                                          STATEMENTS OF OPERATIONS

                                                (Unaudited)
<CAPTION>



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

                                                                                1999              1998
                                                                             ----------        ----------
<S>                                                                          <C>               <C>
NET SALES                                                                    $  550,483        $  977,258

COST OF GOODS SOLD                                                              324,933           428,053
                                                                             ----------        ----------

GROSS PROFIT                                                                    225,550           549,205
                                                                             ----------        ----------
OPERATING EXPENSES:
     Selling, shipping and marketing                                            199,561           302,528
     General and administrative                                                 456,640           448,441
                                                                             ----------        ----------
                                                                                656,201           750,969
                                                                             ----------        ----------

OPERATING LOSS                                                                 (430,651)         (201,764)
                                                                             ----------        ----------
OTHER INCOME/EXPENSE:
     Interest expense                                                            (2,635)           (3,705)
     Interest income                                                             18,808            36,070
     Other income                                                                36,962            28,678
                                                                             ----------        ----------
                                                                                 53,135            61,043
                                                                             ----------        ----------

LOSS BEFORE INCOME TAXES                                                       (377,516)         (140,721)

PROVISION FOR INCOME TAXES                                                          800             --
                                                                             ----------        ----------

NET LOSS                                                                     $ (378,316)       $ (140,721)
                                                                             ==========        ==========

LOSS PER COMMON SHARE                                                        $     (.14)       $     (.06)
                                                                             ==========        ==========

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                                                       2,799,773         2,237,362
                                                                             ==========        ==========

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


                                                Page 5 of 16


<PAGE>

<TABLE>
                                       HEALTHY PLANET PRODUCTS, INC.

                                          STATEMENTS OF CASH FLOWS

                                                (Unaudited)
<CAPTION>




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

                                                                                  1999             1998
                                                                               ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>               <C>
     Net Loss                                                                  ($378,316)        ($140,721)
     Non-cash items included in net loss
         Depreciation and amortization                                            74,096            73,560
         Decrease in allowances for doubtful
              accounts and returns                                              (249,292)         (154,418)
         Decrease in inventory reserves                                         (107,000)             --

     Changes in:
         Accounts receivable                                                     627,987            (7,998)
         Inventories                                                             135,864          (211,423)
         Advance on royalties                                                    (16,594)         (318,602)
         Prepaid expenses                                                        (72,665)         (126,982)
         Accounts payable                                                          1,207           (95,811)
         Royalties payable                                                        15,282            15,719
         Commissions payable                                                     (52,624)          (52,142)
         Income taxes payable                                                     --                  (800)
         Accrued wages, bonus & payroll taxes                                     17,980            10,811
         Accrued liabilities                                                      75,045           (14,834)
         Accrued rent payable                                                      6,621             9,933
                                                                              -----------       ----------
         Net cash provided (used) by operating activities                         77,591        (1,013,708)
                                                                              -----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Sales of marketable securities                                                  333           249,667
     Purchase of equipment & color separations                                   (29,167)          (13,052)
     Other assets                                                                 (4,647)            3,147
                                                                              -----------       ----------
     Net cash (used) provided by investing activities                            (33,481)          239,762
                                                                              -----------       ----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Principal repayments on note payable                                        (45,525)          (26,095)
     Net proceeds from Stock Rights offering                                   1,494,094              --
                                                                              -----------       ----------

     Net cash provided (used) by financing activities                          1,448,569           (26,095)
                                                                              -----------       ----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               1,492,679          (800,041)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 2,162,610         3,286,062
                                                                              -----------       ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $3,655,289        $2,486,021
                                                                              ===========       ==========
SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:
     Cash paid during the period for:
         Interest                                                             $    2,635        $    3,705
         Income taxes                                                         $      800        $    1,600



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



                                                Page 6 of 16


<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.
<TABLE>
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.
<CAPTION>
NOTE 2 - INVENTORIES

         Inventories consist of the following:
                                                                                                March 31,
                                                                                                  1999
                                                                                               -----------
<S>                                                                                            <C>        
         Raw materials                                                                         $    10,305
         Work-in-process                                                                           161,707
         Finished goods                                                                            178,085
                                                                                               -----------
                                                                                               $   350,177
                                                                                               ===========
NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:
                                                                                                March 31,
                                                                                                  1999
                                                                                               -----------

              Machinery, equipment and leasehold improvements                                  $   745,564
              Molds                                                                                452,384
              Color separations                                                                    318,236
              Furniture and fixtures                                                                72,664
              Computer software                                                                     38,171
                                                                                               -----------
                                                                                                 1,627,019

         Less accumulated depreciation and amortization                                           (919,159)
                                                                                               -----------
                                                                                               $   707,860
                                                                                               ===========

</TABLE>

                                  Page 7 of 16

<PAGE>


                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

At March 31, 1999,  the Company had available net operating  loss  carryovers of
approximately  $8,341,300 to be applied  against future federal  taxable income.
Due to a change in  ownership  during  1988,  $2,638,000  of these  amounts  are
subject to a Section 382  limitation  of a maximum of $476,950 per year.  If the
Company  does not  generate  sufficient  income to use the  maximum  limitation,
remaining amounts  accumulate for use in future periods until the operating loss
expires.  The remaining net operating loss  carryovers  generated after 1988 are
available to be used without yearly  limitation.  For federal tax purposes,  net
operating losses expire as follows:


                  Year Ending December 31,
                  ------------------------

                           2002                              $2,638,500
                           2003                               1,222,000
                           2004                               1,299,100
                           2005                                 383,500
                           2006                                  31,700
                           2012                                 570,700
                           2018                               1,818,300
                           2019                                 377,500
                                                             ----------
                                                             $8,341,300
                                                             ==========

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

The Company has available  approximately  $1,441,800 of California net operating
losses which can be carried  forward and offset against  future taxable  income.
These loss carryforwards expire through 2004.

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









                                  Page 8 of 16

<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)



NOTE 4.  INCOME TAXES   (continued)

The  Company  has  substantial  net  operating  loss  carryforwards  and credits
available to offset  future income tax  liabilities.  The expected tax effect of
these  losses  and  credits  are   reflected  as  deferred  tax  assets  on  the
accompanying balance sheet. A valuation allowance has been established since the
realization of tax benefits of net operating loss  carryforwards is not assured.
The amount of the  valuation  allowance  will be reviewed on a quarterly  basis.
Deferred tax assets consist of the following:






    Accounts receivable allowances                               198,600
    Inventory reserve                                            426,300
    Other                                                        (35,900)
    Valuation allowance                                         (589,000)
                                                              -----------

    Current deferred tax asset                                $    --    
                                                              ===========

    Depreciation and amortization                             $   23,500
    Benefits from net operating loss carryforward              2,963,500
    Valuation allowance                                       (2,533,500)
    Other                                                         (2,800)
                                                              -----------
    Non current deferred tax asset                            $  450,700
                                                              ===========



                                  Page 9 of 16


<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)






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

                                                         Three Months Ended March 31, 1999
                                                         ---------------------------------

                                                                                     Per-Share
                                                          Loss          Shares         Amount
                                                      ----------       ---------     ---------
<S>                                                   <C>              <C>              <C>
 Net loss                                             ($378,316)
                                                      ==========
 Basic loss per share:
     Loss available to common shareholders            ($378,316)       2,799,773        ($.14)
                                                                                        ======
 Effect of dilutive securities                             --              --
                                                      ----------       ---------
 Diluted loss per share:
     Loss available to common shareholders
          plus assumed conversions                    ($378,316)       2,799,773        ($.14)
                                                      ==========       =========        ======
</TABLE>

Warrants to purchase  739,144 shares of common stock at a weighted average price
per share of $2.05 and options to purchase  355,000  shares of common stock at a
weighted  average price per share of $5.77 were  outstanding  at March 31, 1999,
but were not included in the  computation  of diluted  earnings per share as the
exercise prices were greater than the average market price of the common shares.

Preferred stock  convertible into 31,335 shares of common stock were outstanding
at March 31, 1999, but were not included in the computation of diluted  earnings
per share as the effect would be anti-dilutive.









                                  Page 10 of 16

<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)






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

                                                               Three Months Ended March 31, 1998
                                                               ---------------------------------
                                                                                              Per-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 31,335 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 11 of 16


<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)



NOTE 6. - SUBSEQUENT EVENT


     On May 4, 1999,  the Company  completed  the  acquisition  of The Evergreen
Group  product line from KT  Holdings,  Inc.  The  acquisition  consisted of the
business,  assets,  and The Evergreen  Group trade name formerly  marketed by KT
Holdings,  Inc. The Evergreen Group product lines,  which include adoption kits,
educational  games,  activity  kits  and gift  items,  are  based on  pro-active
consumer education about the conservation of endangered  animals.  These product
lines are associated with, and help to support, various conservation groups such
as  Caribbean  Conservation  Corporation,   Earth  Island  Institute,  Hornocker
Wildlife Institute,  Institute of Range and the American Mustang,  International
Wildlife Coalition,  Nature  Conservancy,  The Raptor Center, Wolf Education and
Research Center and Yellowstone Grizzly Foundation.

     The purchase price of the Evergreen Group product line assets  consisted of
$250,000  in cash paid at closing  and the  delivery  by the  Company of 292,260
callable  Common  Stock  Purchase  Warrants,   of  which  146,130  warrants  are
exercisable at $2.00 per share and 146,130 warrants are exercisable at $2.50 per
share.  The  Warrants  are entitled to limited  registration  rights,  including
piggyback  rights and a demand  registration  right  commencing  April 30,  2000
through April 30, 2004.








                                  Page 12 of 16


<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Special Note Regarding Forward-Looking Statements

     Certain  statements in this Form 10-QSB,  including  information  set forth
under this Item 2 "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations"  constitute  "forward-looking  statements" within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Act").
Healthy Planet Products, Inc. (the "Company") desires to avail itself of certain
"safe harbor" provisions of the Act and is therefore including this special note
to enable the Company to do so. Forward-looking statements included in this From
10-QSB or hereafter  included in other publicly  available  documents filed with
the Securities and Exchange Commission, report to the Company's stockholders and
other publicly  available  statements  issued or released by the Company involve
known and unknown risks, uncertainties,  and other factors which could cause the
Company's actual results,  performance  (financial or operating) or achievements
to  differ  from  the  future  results,  performance  (financial  or  operating)
achievements  expressed  or implied by such  forward  looking  statements.  Such
future results are based upon  management's  best  estimates  based upon current
conditions and the most recent results of operations. These include management's
forecasts for sales,  the decrease in net sales for the three month period ended
March 31,  1999,  purchasing  plans and  programs of certain  large chain buyers
relating to holiday  product,  recently  experienced  decline in gross margin as
well as marginal  increases in general and administrative  expenses,  the recent
adverse trend in the general retail  environment,  general economic  conditions,
competition  generally  and  specifically  relating  to  greeting  cards  having
environmental,  nature or  wildlife  themes 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.

Sales

     For the three months ended March 31, 1999, the Company's net sales amounted
to $550,483  which  reflected a decrease  of $426,775  versus last year's  three
month  results of $977,258 or 43.7%.  Everyday card sales  declined  $277,000 or
41.9% and  bookmark  sales  declined  $181,000 to account for the total  company
shortfall versus a year ago. The loss of Natural Wonders in 1998 accounted for a
substantial  portion of the everyday card sales decline with timing  differences
on our bookmark  business  resulting in the overall quarter to quarter  decline.
Collectibles  sales showed modest  growth in the first quarter  compared to last
year's first quarter results.
 
Gross Profit

     For the three  months  ended  March 31,  1999,  gross  profit  amounted  to
$225,550 or 41% of sales.  For the  comparable  prior year period,  gross profit
amounted to $549,205 or 56.2% of sales.  Fixed overhead costs on lower sales and
minimum royalties contributed to the decline at gross margin.




                                  Page 13 of 16


<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Operating Expenses

     For the three months ended March 31, 1999, selling,  shipping and marketing
expenses amounted to $199,561 reflecting a decrease of $102,967 versus the prior
year's  level of $302,528 or 34%.  Lower  commissions,  advertising  and catalog
costs accounted for the year to year decline.

     General and  administrative  expenses  amounted  to $456,640  for the three
months ended March 31, 1999, reflecting an increase of $8,199 or 1.8% versus the
prior year period of $448,441.  Increased  professional  fees  accounted for the
year to year increase.

Income

     An operating  loss of $430,651 or $.15 per share was incurred for the three
months  ended March 31, 1999.  Interest and other income of $53,135  reduced the
operating  loss to result in a net loss before  income taxes of $377,516 or $.13
per share. For the prior year period,  the net loss before income taxes amounted
to $140,721 or $.06 per share.  All per share  amounts are based on the weighted
average common shares outstanding for the period.

     Net loss for the three months ended March 31, 1999  amounted to $378,316 or
$.14 per share,  compared  to the prior  year's net loss of $140,721 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 March 31, 1999  amounted to $5,773,519  which  reflected an
increase  versus the  December 31, 1998 level of  $4,639,800  by  $1,133,719  or
24.4%. An increase in cash, prepaid expenses,  royalties,  and fixed assets were
offset in part by  decreases  in  receivables  and  inventories.  Total  current
liabilities  amounted to $666,972 as of March 31, 1999 versus the  December  31,
1998 level of $655,700.  The slight  increase was a result of increases in trade
payables,  royalties and accruals  offset in part by the paydown of  commissions
and an existing note payable.

Liquidity and Capital Resources

     At March 31, 1999, the Company's working capital was $3,734,160  reflecting
an increase of  $1,163,060  versus the working  capital at December  31, 1998 of
$2,571,100. Net cash provided by operating activities amounted to $77,591 versus
the previous  year net use of cash of  $1,013,708  for the period for  operating
activities.  Operating  losses  required  $660,512  in  cash  offset  in part by
$738,103 provided by changes in the net receivables, inventory, other assets and
liabilities.  Cash used by investing  activities  amounted to $33,481  comprised
mostly  of the  purchase  of color  separations  and  computer  equipment.  Cash
provided  from  financing  activities  consisted  of  $1,494,094  in cash as net
proceeds from the stock rights  offering  completed in March of 1999,  offset by
$45,525 used to repay a note associated with our Collectibles acquisition.

                                  Page 14 of 16

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Liquidity and Capital Resources   (continued)

     The  Company  believes  and  anticipates  that the  primary  source  of its
liquidity and capital  resources  for its coming  fiscal year will  primarily be
from cash on hand and from cash  internally  generated from sales;  all of which
the Company  believes will be adequate and  sufficient  for its  operations  for
1999.  Longer term, the Company's source of liquidity and capital  resources are
expected to be primarily  internally  generated cash from sales and the possible
exercise of existing Common Stock Purchase Warrants,  which the Company believes
should be adequate for its operations for the  foreseeable  future.  The Company
believes that its cash on hand is  sufficient  to sustain  operations at current
sales  levels for at least two years.  The Company is hopeful  that sales of its
new Collectibles line and the introduction of the newly acquired Evergreen Group
product  line will help  offset the  declines in sales of  greeting  cards.  The
Company will also continue to explore the  acquisition of new product lines as a
means for augmenting sales. There is no assurance,  however, that sales from the
Collectibles  product line or the Evergreen Group product line, or any other new
product line which may be acquired  will be  sufficient to satisfy the Company's
long term cash  requirements.  If they do not,  the  Company  would seek  equity
and/or debt  financing in order to obtain the  additional  capital that would be
needed.

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 15 of 16


<PAGE>

                                              PART II. OTHER INFORMATION



Item 6.           Exhibits and Reports on Form 8-K

              a)  Exhibits

                  None

              b)  Reports on Form 8-K

<TABLE>
              During the quarter ended March 31, 1999, the following  reports on
Form 8-K were filed by the Registrant.
<CAPTION>


Date of Report               Item Reported                        Description
--------------               -------------                        -----------
<S>                          <C>                                  <C>
March 25, 1999               Item 5.  Other Events                Registration Statement on Form S-3 relating
                                                                  to Rights Offering

</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:  May 14, 1999                by:      /s/ Bruce A. Wilson
                                       -----------------------------------------
                                             Bruce A. Wilson
                                    President, Chief Executive, Chief Operating
                                    and Chief Financial Officer.


                                  Page 16 of 16