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 June 30, 1999
                               -------------

                                       OR

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

For the transition period from                    to
                               ------------------   ----------------------------

                           Commission File No. 1-13048

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

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

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

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

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

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

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

         As of July 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 15



<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                                      INDEX



                                                                            Page
                                                                            ----

Form 10-QSB Cover Page                                                        1

Index                                                                         2

PART I.   FINANCIAL INFORMATION
-------------------------------

     Item 1.   Financial Statements

               Balance Sheet at June 30, 1999                                 3

               Statements of Operations for the three-months ended            5
                   and six months ended June 30, 1999 and 1998

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

               Notes to the Financial Statements                              7

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


PART II.  OTHER INFORMATION

     Item 4.   Submission of Matters to a Vote of Security Holders           14

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

     Signature                                                               15



                                  Page 2 of 15


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.       Financial Statements

                          HEALTHY PLANET PRODUCTS, INC.

                                  BALANCE SHEET

                                     ASSETS



                                                                      June 30,
                                                                        1999
                                                                     -----------
                                                                     (Unaudited)

CURRENT ASSETS
     Cash and cash equivalents                                        $2,774,490
     Accounts receivable - net of allowances for doubtful
         accounts and returns of $139,514                                398,019
     Inventories                                                         502,219
     Advance on royalties                                                 12,774
     Prepaid expenses                                                    138,686
                                                                      ----------

                  Total current assets                                 3,826,188
                                                                      ----------
PROPERTY AND EQUIPMENT, at cost, net of accumulated
     depreciation and amortization                                       802,588
                                                                      ----------
OTHER ASSETS
     Deferred income taxes                                               450,700
     Security deposits                                                    39,137
     Publishing rights - net of accumulated
         amortization of $138,892                                         93,863
     Acquisition costs and goodwill                                      144,373
     Other                                                                93,347
                                                                      ----------
                  Total other assets                                     821,420
                                                                      ----------

TOTAL ASSETS                                                          $5,450,196
                                                                      ==========




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

                                  Page 3 of 15


<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                            BALANCE SHEET (continued)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                      June 30,
                                                                        1999
                                                                     ----------
                                                                     (Unaudited)

CURRENT LIABILITIES
     Accounts payable                                              $   273,541
     Royalties payable                                                  65,561
     Commissions payable                                                30,695
     Series B preferred stock redemption and dividends payable         161,500
     Accrued wages, bonuses and payroll taxes                           56,893
     Accrued liabilities                                               137,535
     Current portion of long-term debt                                  23,051
                                                                   -----------

                  Total current liabilities                            748,776

OTHER LIABILITIES
     Accrued rent payable                                              122,212
                                                                   -----------

                                                                       870,988
                                                                   -----------
SHAREHOLDERS' EQUITY
     Common stock, $.01 par value, 12,000,000 shares
       authorized, 3,834,584 shares issued and outstanding              38,346
     Preferred stock, Series D, $.10 par value, with
       aggregate liquidation preferences of $160,100,
       371,009 shares authorized, 31,335 issued and outstanding          3,134

     Additional paid-in capital                                     14,670,526

     Accumulated deficit                                           (10,132,798)
                                                                   ------------
                  Total shareholders' equity                         4,579,208
                                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $ 5,450,196
                                                                   ============


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


                                  Page 4 of 15

<PAGE>

<TABLE>
                                      HEALTHY PLANET PRODUCTS, INC.

                                         STATEMENTS OF OPERATIONS

                                               (Unaudited)
<CAPTION>





                                           Three Months Ended June 30,       Six  Months  Ended June 30,
                                          ----------------------------       ----------------------------
                                              1999             1998              1999             1998
                                          -----------      -----------       ----------        ----------
<S>                                       <C>              <C>               <C>               <C>
NET SALES                                 $   784,753      $   739,740       $1,335,236        $1,716,998

COST OF GOODS SOLD                            453,599          934,940          778,532         1,362,993
                                          ------------     -----------       ----------        ----------

GROSS PROFIT (LOSS)                           331,154         (195,200)         556,704           354,005
                                          -----------      -----------       ----------        ----------

OPERATING EXPENSES
     Selling, shipping and marketing          260,226          280,399          459,787           582,927
     General and administrative               533,859          478,892          990,499           927,333
                                          -----------      -----------       ----------        ----------
                                              794,085          759,291        1,450,286         1,510,260
                                          -----------      -----------       ----------        ----------

OPERATING LOSS                               (462,931)        (954,491)        (893,582)       (1,156,255)
                                          -----------      -----------       ----------        ----------
OTHER INCOME (EXPENSE)
     Interest expense                          (2,925)          (6,441)          (5,560)          (10,146)
     Interest income                           31,878           27,993           50,686            64,063
     Other income                               9,774           37,307           46,736            65,985
                                          -----------      -----------       ----------        ----------
                                               38,727           58,859           91,862           119,902
                                          -----------      -----------       ----------        ----------

LOSS BEFORE TAXES                            (424,204)        (895,632)        (801,720)       (1,036,353)

PROVISION FOR INCOME TAXES                        --           300,000              800           300,000
                                          -----------      -----------       ----------        ----------

NET LOSS                                    ($424,204)     ($1,195,632)       ($802,520)      ($1,336,353)
                                          ===========      ===========       ==========        ==========

BASIC AND DILUTED LOSS PER
     COMMON SHARE                              ($0.11)          ($0.52)          ($0.24)          ($0.59)

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                     3,834,584        2,282,368        3,317,179         2,257,367
                                          ===========      ===========       ===========     =============



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

                                               Page 5 of 15


<PAGE>

<TABLE>
                                                 HEALTHY PLANET PRODUCTS, INC.

                                                   STATEMENTS OF CASH FLOWS

                                                          (Unaudited)
<CAPTION>

                                                            Three Months Ended June 30,           Six Months Ended June 30,
                                                           -----------------------------        -----------------------------
                                                              1999               1998              1999               1998
                                                           -----------        ----------        -----------        ----------
<S>                                                       <C>                <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                             ($   424,204)      ($1,195,632)      ($   802,520)      ($1,336,353)
     Non-cash items included in net loss
         Depreciation and amortization                          86,680            74,094            160,776           147,654
         Decrease in allowances for
              doubtful accounts and returns                    (74,691)          (28,352)          (323,983)         (182,770)
         Change in inventory reserves                          (63,000)          346,000           (170,000)          346,000
         Decrease in deferred income taxes                        --             300,000               --             300,000

     Changes in:
         Accounts receivables                                  (75,199)          458,851           552,788            450,853
         Inventories                                           (89,042)           94,474            46,822           (116,949)
         Advances on royalties                                   3,820            79,189           (12,774)          (239,413)
         Prepaid expenses                                       (7,652)           32,692           (80,317)           (94,290)
         Accounts payable                                       36,046           (19,636)           37,253           (115,447)
         Royalties payable                                      39,422            (5,434)           54,704             10,285
         Commissions payable                                     2,522            (5,462)          (50,102)           (57,604)
         Accrued wages, bonus and payroll taxes                (10,019)          (14,721)            7,961             (3,910)
         Income taxes payable                                     --                --                --                 (800)
         Accrued liabilities                                    40,862            19,997           115,907              5,163
         Accrued rent payable                                   (9,790)            9,933            (3,169)            19,866
                                                           -----------        ----------        ----------         ----------
         Net cash (used)/provided by operating activities     (544,245)          145,993          (466,654)          (867,715)
                                                           -----------        ----------        ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Sales of marketable securities                           --                --                 333            249,667
         Purchases of equipment and color separations         (133,704)          (53,539)         (162,871)           (66,591)
         Security deposits                                      (4,860)             --              (4,860)              --
         Acquisition costs                                    (151,050)             --            (151,050)              --
         Other                                                 (19,912)          (12,348)          (24,559)            (9,201)
                                                           -----------        ----------        ----------         ----------
         Net cash (used)/provided by investing activities     (309,526)          (65,887)         (343,007)           173,875
                                                           -----------        ----------        ----------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Principal repayments on note payable                  (27,028)          (66,559)          (72,553)           (92,654)
         Net proceeds from Stock Rights Offering                  --                --           1,494,094               --
                                                           -----------        ----------        ----------         ----------
         Net cash (used)/provided by financing activities      (27,028)          (66,559)        1,421,541            (92,654)
                                                           -----------        ----------        ----------         ----------

INCREASE(DECREASE) IN CASH
     AND CASH EQUIVALENTS                                     (880,799)           13,547           611,880           (786,494)
CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                                     3,655,289         2,486,021         2,162,610          3,286,062
                                                           -----------        ----------        ----------         ----------
CASH AND CASH EQUIVALENTS,
     END OF  PERIOD                                        $ 2,774,490         2,499,568        $2,774,490         $2,499,568
                                                           ===========        ==========        ==========         ==========

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:

         Cash paid during the period for:
              Interest                                     $     2,925       $     6,441        $   2,635          $    3,705
              Income taxes                                 $         0       $     4,080        $       0          $    1,600
         Non-cash investing and financing activities
              Stock purchase warrants issued in exchange
                  for fixed assets                         $    23,898       $      --          $  23,898          $     --

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

                                                         Page 6 of 15

<PAGE>

                         HEALTHY PLANET PRODUCTS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  financial  statements  included  herein have been  prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been omitted pursuant to such rules and regulations.
It is  believed,  however,  that  the  disclosures  are  adequate  to  make  the
information presented not misleading.

The financial statements, in the opinion of management,  reflect all adjustments
necessary, which are of a normal recurring nature, to fairly state the financial
position and the results of operations.  These results are not necessarily to be
considered indicative of the results for the entire year.

NOTE 2 - INVENTORIES

         Inventories consist of the following:

                                                                      June 30,
                                                                        1999
                                                                    -----------
              Raw materials                                         $    19,000
              Work-in-process                                           258,115
              Finished goods                                            225,104
                                                                    -----------
                                                                    $   502,219
                                                                    ============

NOTE 3 - PROPERTY AND EQUIPMENT

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

              Machinery, equipment and leasehold improvements       $   760,369
              Molds                                                     454,808
              Color separations                                         329,245
              Furniture and fixtures                                    161,869
              Computer software                                          78,288
                                                                    -----------
                                                                      1,784,579

         Less accumulated depreciation and amortization                (981,991)
                                                                    ============
                                                                    $   802,588



                                  Page 7 of 15
<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

At June 30, 1999,  the Company had available net  operating  loss  carryovers of
approximately  $8,765,500 to be applied  against future federal  taxable income.
Due to a change in  ownership  during  1988,  $2,638,000  of these  amounts  are
subject to a Section 382  limitation  of a maximum of $476,950 per year.  If the
Company  does not  generate  sufficient  income to use the  maximum  limitation,
remaining amounts  accumulate for use in future periods until the operating loss
expires.  The remaining net operating loss  carryovers  generated after 1988 are
available to be used without yearly  limitation.  For federal tax purposes,  net
operating losses expire as follows:


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

                           2002                              $2,638,500
                           2003                               1,222,000
                           2004                               1,299,100
                           2005                                 383,500
                           2006                                  31,700
                           2012                                 570,700
                           2018                               1,818,300
                           2019                                 801,700
                                                             ----------
                                                             $8,765,500
                                                             ==========

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

The Company has available  approximately  $1,623,800 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 15

<PAGE>

                         HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)



NOTE 4.  INCOME TAXES   (continued)

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






         Accounts receivable allowances                                198,600
         Inventory reserve                                             426,300
         Other                                                         (35,900)
         Valuation allowance                                          (589,000)
                                                                   -----------
         Current deferred tax asset                                $     --
                                                                   ===========

         Depreciation and amortization                             $    23,500
         Benefits from net operating loss carryforward               3,123,200
         Valuation allowance                                        (2,693,200)
         Other                                                          (2,800)
                                                                   -----------

         Non current deferred tax asset                            $   450,700
                                                                   ===========




                                  Page 9 of 15
<PAGE>

                         HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                   (Unaudited)


NOTE 5. - EARNINGS PER SHARE

Warrants  to purchase  1,214,226  shares of common  stock at a weighted  average
price per share of $2.27 and options to purchase  355,000 shares of common stock
at a  weighted  average  price per share of $5.82 were  outstanding  at June 30,
1999, but were not included in the computation of diluted  earnings per share as
the exercise  prices were  greater  than the average  market price of the common
shares.

Warrants to purchase  368,117 shares of common stock at a weighted average price
per share of $4.45 and options to purchase  325,000  shares of common stock at a
weighted average price per share of $6.19 were outstanding at June 30, 1998, but
were not  included  in the  computation  of  diluted  earnings  per share as the
exercise prices were greater than the average market price of the common shares.

Preferred stock  convertible into 31,335 shares of common stock were outstanding
at June 30, 1999 and 1998,  but were not included in the  computation of diluted
earnings per share as the effect would be anti-dilutive.





                                          Page 10 of 15

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Special Note Regarding Forward-Looking Statements

     Certain  statements in this Form 10-QSB,  including  information  set forth
under this Item 2 "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations"  constitute  "forward-looking  statements" within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Act").
Healthy Planet Products, Inc. (the "Company") desires to avail itself of certain
"safe harbor" provisions of the Act and is therefore including this special note
to enable the Company to do so. Forward-looking statements included in this From
10-QSB or hereafter  included in other publicly  available  documents filed with
the Securities and Exchange Commission, report to the Company's stockholders and
other publicly  available  statements  issued or released by the Company involve
known and unknown risks, uncertainties,  and other factors which could cause the
Company's actual results,  performance  (financial or operating) or achievements
to  differ  from  the  future  results,  performance  (financial  or  operating)
achievements  expressed  or implied by such  forward  looking  statements.  Such
future results are based upon  management's  best  estimates  based upon current
conditions and the most recent results of operations. These include management's
forecasts for sales,  the decrease in net sales for the three month period ended
June 30,  1999,  purchasing  plans and  programs of certain  large chain  buyers
relating to holiday  product,  recently  experienced  decline in gross margin as
well as marginal  increases in general and administrative  expenses,  the recent
adverse trend in the general retail  environment,  general economic  conditions,
competition  generally  and  specifically  relating  to  greeting  cards  having
environmental,  nature or  wildlife  themes 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 six months ended June 30, 1999, the Company's net sales amounted to
$1,335,236  which  reflected a decrease of $381,762 or 22.2%  versus last year's
six  month  results  of  $1,716,998.  Paper  product  sales  declined  40.1% due
primarily to card and bookmark sales down  collectively  by 44.4%.  This decline
was  offset in part by  increased  Collectibles  sales of  $38,451 (+ 21.5%) and
sales of $126,947 from the recently acquired Evengreen Group of product lines.

     For the three months ended June 30, 1999,  the Company's net sales amounted
to $784,753,  which reflected an increase of $45,013 (+ 6.2%) versus last year's
three  month  results  of  $739,740.   An  increase  of  $25,016  (+  26.0%)  in
Collectibles  sales and sales of $126,947 from the recently  acquired  Evergreen
Group of product lines offset the 19.6% decrease in paper product sales.

Gross Profit

     For the six months ended June 30, 1999,  gross profit  amounted to $556,704
or 41.7% of sales. For the comparable  prior year period,  gross profit amounted
to  $354,005 or 20.6% of sales.  Included in last year's  costs were a close-out
sale and a provision for obsolete inventory totaling $576,000. Increased


                                  Page 11 of 15

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Gross Profit   (continued)

Collectible  and  Evergreen  sales  offset  by  declining  paper  product  sales
accounted for the adjusted period to period increase.

For the three months ended June 30, 1999,  gross profit  amounted to $331,154 or
42.2% of sales.  For the comparable  prior year period, a gross loss of $195,200
was  incurred.  Included  in last  year's  costs  were a  close-out  sale  and a
provision  for  obsolete  inventory  totaling  $576,000.  The  period  to period
increase  was caused by a shortfall  in paper  product  sales  offset in part by
increased Collectible and Evergreen sales.

Operating Expenses

     For the six months ended June 30,  1999,  selling,  shipping and  marketing
expenses amounted to $459,787  reflecting a decrease of $123,140 or 21.1% versus
the prior year's level of $582,927.  Lower commissions,  advertising and catalog
costs offset in part by increased  sales  salaries  resulted in the year to year
decline.

     For the three months ended June 30, 1999,  selling,  shipping and marketing
expenses  amounted to $260,226  reflecting  a decrease of $20,173 or 7.1% versus
the prior year's level of $280,399.  Lower commissions,  advertising and catalog
costs offset in part by increased  sales  salaries  resulted in the year to year
decline

     General and administrative expenses amounted to $990,499 for the six months
ended June 30, 1999,  reflecting an increase of $63,166 or 6.8% versus the prior
year period of  $927,333.  Increased  professional  fees and the addition of our
recent  acquisition  of the  Evergreen  Group  accounted  for  the  year to year
increase.

     General and  administrative  expenses  amounted  to $533,859  for the three
months  ended June 30, 1999,  reflecting  an increase of $54,967 or 11.4% versus
the prior year period  $478,892.  The year to year  increase was a result of the
acquisition and addition of the Evergreen Group.

Income

     An  operating  loss of $893,582 or $.27 per share was  incurred for the six
months  ended June 30, 1999.  Interest  and other income of $91,862  reduced the
operating  loss to result in a net loss before  income taxes of $801,720 or $.24
per share. For the prior year period,  the net loss before income taxes amounted
to $1,036,353 or $.46 per share. All per share amounts are based on the weighted
average common shares  outstanding  for the period.  Net loss for the six months
ended June 30, 1999  amounted  to  $802,520  or $.24 per share,  compared to the
prior year's net loss of $1,336,353 or $.59 per share. All per share amounts are
based on the weighted average common shares outstanding for the period.


                                  Page 12 of 15

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Balance Sheet

     Total assets at June 30, 1999  amounted to  $5,450,196  which  reflected an
increase  versus the December 31, 1998 level of $4,639,800 by $810,396 or 17.5%.
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 $784,776 as of June 30, 1999 versus the  December  31, 1998 level of
$655,700.  The increase was a result of increases in trade  payables,  royalties
and accruals  offset in part by the paydown of commissions  and an existing note
payable.

Liquidity and Capital Resources

     At June 30, 1999, the Company's  working capital was $3,077,412  reflecting
an  increase  of $506,312  versus the  working  capital at December  31, 1998 of
$2,571,100.  Net cash  provided by  operating  activities  amounted to $466,654.
Operating losses required $1,135,727 in cash offset in part by $669,073 provided
by changes in the net receivables, inventory, other assets and liabilities. Cash
used by investing  activities amounted to $343,007.  Approximately  $285,000 was
used in the recent  acquisition  of the Evergreen  Group and the balance used to
purchase  color  separations,  publishing  rights and computer  equipment.  Cash
provided by financing activities consisted of $1,494,094 in cash as net proceeds
from a rights  offering  completed  in March of 1999 and $72,553 used to repay a
note associated with our Collectibles acquisition.

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

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 15

<PAGE>

                           PART II. OTHER INFORMATION



Item 4.   Submission of Matters to a Vote of Securityholders

             The Annual Meeting of Shareholders of Healthy Planet Products, Inc.
(the  "Company")  was held on July 21,  1999,  at which the  following  items of
business  were  transacted:  (i)  election  of John V.  Winfield  and  Robert W.
Sweitzer,  Ph.D., to the Board of Directors of the Company, as Class 3 Directors
for terms  expiring at the Annual Meeting in the year 2002; and (ii) adoption of
the 1999  Incentive  Compensation  Plan pursuant to which,  among other items, a
total of 400,000  shares of Common Stock have been reserved for issuance,  and a
maximum of 5,000  options to purchase  shares of Common Stock of the Company may
be granted to  non-employee  Directors of the Company through  automatic  annual
grants of 5,000 options upon each anniversary of service.

             Holders of the Company's  Common Stock and Series D Preferred Stock
were  entitled to attend and vote,  as a single  class,  upon the matters at the
Annual Meeting.

             The vote on each item of business was as follows:

      A.   ELECTION OF CLASS 3 DIRECTORS
     -----------------------------

           JOHN V. WINFIELD

           Votes For        Votes Against
           ---------        -------------

           2,521,299        84,869

           ROBERT W. SWEITZER, PH.D.

           Votes For        Votes Against
           ---------        -------------

           2,521,299        84,869

      B.   1999 INCENTIVE COMPENSATION PLAN

           Votes For        Votes Against
           ---------        -------------

           1,595,792        130,428




                                  Page 14 of 15

<PAGE>

                     PART II. OTHER INFORMATION (continued)



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

              a)  Exhibits

                  None

              b)  Reports on Form 8-K


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



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

May 11, 1999      Item 5.   Other Events    Acquisition of The Evergreen Group
                                            Product Line from KT Holdings, Inc.

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




                                   SIGNATURES
                                   ----------

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



                                         HEALTHY PLANET PRODUCTS, INC.
                                                 (Registrant)

DATED:   August 13, 1999                 by:      /s/  Bruce A. Wilson
                                           ------------------------------------
                                                  Bruce A. Wilson
                                         President,  Chief Executive,  Chief
                                         Operating and Chief Financial Officer.


                                  Page 15 of 15