SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        ----------------------

                                FORM 10-QSB


   [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

   For the quarterly period ended September 30, 2001

                      OR

   [ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act Of 1934

For the transition period from _________ to  _____________


                         Commission File No. 1-13048

                         HEALTHY PLANET PRODUCTS, INC.
                         -----------------------------
     (Exact Name of Small Business Issuer as Specified in Its Charter)

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


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

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


   Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [X]    No [ ]

   As of October 14, 2001, there were issued and outstanding 3,840,584 shares
of common stock of the registrant (exclusive of 31,335 shares of voting Series
D Preferred Stock convertible into 31,335 shares of common stock).

   Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                                                  Page 1 of 12
<PAGE>






                                    INDEX

                        HEALTHY PLANET PRODUCTS, INC.




                                                                  PAGE
                                                                  ----

PART I.   FINANCIAL INFORMATION

   Item 1.  Financial Statements

      Balance Sheet as of September 30, 2001 (unaudited)           3

      Statements of Operations for the three-months ended and
       nine-months ended September 30, 2001 and 2000 (unaudited)   4

      Statement of Cash Flows for the nine-months
       ended September 30, 2001 and 2000 (unaudited)               5

      Notes to the Financial Statements                            6

   Item 2.  Management's Discussion and Analysis of                8
            Financial Condition and Results of Operations


PART II.   OTHER INFORMATION

   Item 1.  Legal Proceedings                                     11

   Item 6.  Exhibits and Reports on Form 8-K                      12

SIGNATURES                                                        12


                                                                 Page 2 of 12
<PAGE>
<TABLE>
<CAPTION>

                        PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                                BALANCE SHEET
                                 (Unaudited)
                                                             September 30, 2001
                                                             ------------------
                                   ASSETS

<S>                                                               <C>
CURRENT ASSETS
   Cash                                                          $    16,467
   Accounts receivable - net of allowances
     for doubtful accounts and returns of $110,793                   904,990
   Inventories                                                       456,644
   Prepaid expenses                                                   50,648
                                                                  ----------
         Total current assets                                      1,428,749
                                                                  ----------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
     depreciation and amortization                                   329,713
                                                                  ----------
OTHER ASSETS
   Security deposits                                                  34,277
   Publishing rights - net of accumulated
     amortization of $310,766                                         99,972
   Other                                                              34,512
                                                                  ----------
         Total other assets                                          168,761
                                                                  ----------
TOTAL ASSETS                                                     $ 1,927,223
                                                                  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                              $   788,708
   Royalties payable                                                  99,244
   Commissions payable                                                68,906
   Series B preferred stock redemption and
     dividends payable                                               161,500
   Accrued wages, bonuses and payroll taxes                           49,185
   Accrued liabilities                                                74,245
   Note payable to related party                                     135,549
   Current portion of obligations under capital lease                 99,763
                                                                  ----------
          Total current liabilities                                1,477,100
                                                                  ----------

SHAREHOLDERS' EQUITY
   Common stock, $.01 par value, 12,000,000 shares
     authorized, 3,840,584 shares issued and outstanding              38,406
   Preferred stock, Series D, $.10 par value, with
     aggregate liquidation preferences of $160,100,
     371,009 shares authorized, 31,335 issued
     and outstanding                                                   3,134
   Additional paid-in capital                                     14,670,188
   Accumulated deficit                                           (14,261,605)
                                                                  ----------
         Total shareholders' equity                                  450,123
                                                                   ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $ 1,927,223
                                                                  ==========
</TABLE>

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

                                                               Page 3 of 12
<PAGE>
<TABLE>
<CAPTION>


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


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

                                         2001         2000         2001        2000
                                         ----         ----         ----        ----
<S>                                 <C>          <C>          <C>          <C>
NET SALES                           $  999,621   $1,728,880   $2,224,648   $3,793,782

COST OF GOODS SOLD                     489,228      691,042    1,126,326    1,760,748
                                      ---------    ---------    ---------    ---------
GROSS PROFIT                           510,393    1,037,838    1,098,322    2,033,034
                                      ---------    ---------    ---------    ---------

OPERATING EXPENSES
   Selling, shipping and marketing     280,662      504,115      982,280    1,415,165
   General and administrative          196,715      326,049      701,293    1,051,155
                                     ---------    ---------     --------    ---------
                                       477,377      830,164    1,683,573    2,466,320
                                     ---------    ---------     --------    ---------

OPERATING INCOME(LOSS)                 33,016       207,674     (585,251)    (433,286)
                                     ---------    ---------     --------    ---------

OTHER INCOME/(EXPENSE)
   Interest expense                    (7,036)       (5,469)     (24,274)     (10,037)
   Interest income                          0         3,138            0       19,372
   Other income                             0             0            0        3,975
                                      --------     ---------     -------     --------
                                       (7,036)       (2,331)     (24,274)      13,310
                                     ---------     ---------     -------     --------

INCOME(LOSS) BEFORE INCOME TAXES
   AND EXTRAORDINARY ITEM              25,980       205,343     (609,525)    (419,976)
PROVISION FOR TAXES                       800             0          800          800
                                    ---------     ---------     ---------    ---------

INCOME(LOSS) BEFORE EXTRAORDINARY
ITEM                                   25,180       205,343     (610,325)    (420,776)
EXTRAORDINARY ITEM                    212,420             0      212,420            0
                                    ---------     ---------      -------     --------

NET INCOME(LOSS)                  $   237,600    $  205,343    $(397,905) $  (420,776)
                                    =========     =========     ========     ========

BASIC AND DILUTED LOSS                  $0.06         $0.05       ($0.10)      ($0.11)
   PER COMMON SHARE
WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING               3,840,584     3,840,584     3,840,584    3,840,584
                                    =========     =========     =========    =========

</TABLE>

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


                                                                  Page 4 of 12

<PAGE>
<TABLE>
<CAPTION>



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


                                               Nine Months Ended September 30,
                                                         2001        2000
                                                        ------      ------
<S>                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Loss                                           ($397,905)  ($420,776)
   Adjustments to reconcile net loss to net cash
    from operating activities
      Depreciation and amortization                     237,788     252,853
      Allowance for doubtful accounts and returns      (624,507)   (100,549)
      Inventory reserve                                (123,126)   (350,588)
      Extraordinary item                               (212,420)          0

   Changes in:
      Accounts receivable                               548,017  (1,144,803)
      Inventories                                       165,982     275,470
      Advance on royalties                                    0      17,221
      Prepaid expenses                                    8,352      37,609
      Accounts payable                                  265,059     496,099
      Royalties payable                                 (47,656)      2,413
      Commissions payable                                13,706      76,779
      Accrued wages, bonus & payroll taxes              (36,315)    (66,294)
      Accrued liabilities                                52,045     (15,475)
                                                      ---------    --------
         Net cash from operating activities            (150,980)   (940,041)
                                                      ---------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                   (12,679)   (126,258)
   Purchase of publishing rights                        (32,027)   (108,195)
   Security deposits                                          0       4,860
   Leasehold improvements                                     0     (78,507)
                                                      ---------    --------
         Net cash from investing activities             (44,706)   (308,100)
                                                      ---------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from capital lease                            0     121,855
   Payments on obligations under capital lease          (11,247)          0
                                                      ---------    --------
         Net cash from financing activities             (11,247)    121,855
                                                      ---------    --------

DECREASE IN CASH                                       (206,933) (1,126,286)
CASH, BEGINNING OF PERIOD                               223,400   1,298,723
                                                      ---------   ---------
CASH, END OF PERIOD                                  $   16,467  $  172,437
                                                      =========   =========

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:
   Cash paid during the period for:
      Interest                                            $3,014    $10,037
      Income taxes                                          $800       $800

</TABLE>

   The accompanying notes are an integral part of these statements.

                                                                 Page 5 of 12
<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.  These financial statements
should be read in conjunction with the Company's December 31, 2000 audited
financial statements and notes thereto.

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

Certain reclassifications have been made to the financial statements as of
September 30, 2000 and for the three and nine months then ended to conform
with the current quarter presentation.


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

The Company has experienced recurring losses and use of cash from operations
and is currently in default on its note secured by its receivables.   Due to
the depletion of cash reserves, combined with unexpected bad debts and
increased returns subsequent to year-end, and declining sales figures, the
Company will not be able to finance operations.  This creates a substantial
doubt about the Company's ability to continue as a going concern. The Company's
continued existence is dependent on several factors including the Company's
ability to obtain additional financing, increase revenues and reduce cost of
operations to generate positive cash flows.  To date, management has not been
able to attract financing from outside sources, but continues exploring other
ways to raise working capital.  In addition, management of the Company has
developed plans that it believes will improve cash flow from operations for
2001: (i) the reduction in rent expense that commenced in June 2000, (ii) the
decrease in minimum royalties that will be paid during 2001, (iii) the
reduction or elimination of product lines and their related overhead that
generate insufficient profit margins, (iv) diversifying its sales efforts to
open new accounts with national retailers, and (v) shifting to less expensive
suppliers for certain product lines.

The ability of the Company to continue as a going concern is dependent on the
Company's ability to attract additional financing, its ability to successfully
deal with its secured and general unsecured creditors, and the success of
management's plans.  The financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.


                                                                  Page 6 of 12
<PAGE>

Notes to Financial Statements (continued)
(unaudited)

NOTE 3 - INVENTORIES
--------------------

      Inventories consist of the following:
                                                             September 30,
                                                                   2001
                                                                 -------

         Work-in-process                                     $   115,032
         Finished goods                                          341,612
                                                              ----------
                                                             $   456,644
                                                               =========

NOTE 4 - PROPERTY AND EQUIPMENT
-------------------------------

      Property and equipment consist of the following:
                                                            September 30,
                                                                  2001
                                                                -------

         Machinery, equipment and leasehold improvements     $   528,078
         Molds                                                   406,000
         Color separations                                       380,838
         Furniture and fixtures                                  100,800
         Equipment under capital lease                           142,500
         Computer software                                       225,000
                                                               ---------
                                                               1,783,216
      Less accumulated depreciation and amortization          (1,453,503)
                                                               ---------

                                                             $   329,713
                                                               =========

NOTE 5 - CONTINGENCY
---------------------

In December 1999, the Company notified the Sierra Club that it would not be
continuing its license agreement with the Sierra Club beyond 1999.  In June
2000, Sierra Club commenced an arbitration proceeding against the Company
before the American Arbitration Association in San Francisco, California.  The
arbitration seeks damages in excess of $412,000 arising out of the alleged
breach of contract by the Company, as well as declaration that the Sierra Club
is entitled to future payments under the contract.  The Company has filed its
answer to the arbitration claim, in which it denied the allegations of the
claim and set forth certain affirmative defenses.  The Company further
asserted certain counterclaims against the Sierra Club arising out of breaches
by the Sierra Club of the same agreement.  A hearing date for the arbitration
has been set for April 22, 2002.  Although, The Company believes that it has
good and meritorious defenses to the claim and that its counterclaims are
substantial, should Sierra Club ultimately prevail with a judgment in the
amount it is seeking, it would seriously affect the Company's ability to
continue operations.

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

                                                                 Page 7 of 12
<PAGE>

NOTE 6 - EXTRAORDINARY ITEM
---------------------------

During the quarter ended September 30, 2001, the Company negotiated reduced
payments on payables to several creditors. The resulting gain from amounts
forgiven by creditors of $212,420, or $0.06 per share, is presented as an
extraordinary item. Payments included a combination of cash and equipment. The
fair value of equipment transferred to creditors approximated book value at
the date of transfer.



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements
-------------------------------------------------

Certain statements in this Form 10-QSB, including information set forth under
Item 6 "Management's Discussion and Analysis of Financial Condition and
Results of Operations" constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Act").
The Company desires to avail itself of certain "safe harbor" provisions of the
Act and is therefore including this special note to enable the Company to do
so. Forward-looking statements included in this Form 10-QSB or hereafter
included in other publicly available documents filed with the Securities and
Exchange Commission, reports to the Company's stockholders and other publicly
available statements issued or released by the Company involve known and
unknown risks, uncertainties, and other factors, including those discussed
below and in the Company's Form 10-KSB for the year ended December 31, 2000,
which could cause the Company's actual results, performance (financial or
operating) or achievements to differ from the future results, performance
(financial or operating) achievements expressed or implied by such forward
looking statements.  Such future results are based upon management's best
estimates based upon current conditions and the most recent results of
operations.  These include management's forecasts for sales, purchasing plans
and programs of certain large chain buyers, net operating losses in each of
the four most recent fiscal years, general economic conditions for the
Company's product lines, competition generally and specifically relating to
greeting cards having environmental, nature or wildlife themes, the ability of
the Company to sustain consumer demand for the Company's principal card lines,
the absence of long term supply contracts which could make production costs
unpredictable, the ability to obtain additional operating capital in order to
sustain operations, the ability to deal with its secured and general unsecured
creditors, its ability to meet the continued listing requirements of the
American Stock Exchange, and certain other risks and uncertainties such as the
impact of terrorism and war on the national economy and retailers.

Sales
-----

For the nine months ended September 30, 2001, the Company's net sales amounted
to $2,224,648, which reflected a decrease of $1,569,134 or 41.4% versus last
year's nine month results of $3,793,782. Adoption kit sales decreased by 47.4%
and paper product sales decreased by 40.0%. The loss of sales to a
distributor, to two closed dot.com companies and to Natural Wonders, a key
account that filed Chapter 11 bankruptcy protection, combined with the general
weakness of the retail economy all contributed to the decrease.

For the three months ended September 30, 2001, the Company's net sales
amounted to $999,621, which reflected a decrease of $729,259 or 42.2% versus
last year's three month results of $1,728,880. Adoption kit sales decreased by
65.1% and paper product sales decreased by 38.0%.  The loss of sales to a
distributor, to two closed dot.com companies and to Natural Wonders, a key
account that filed Chapter 11 bankruptcy protection, combined with the general
weakness of the retail economy all contributed to the decrease.

                                                                 Page 8 of 12
<PAGE>

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

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

For the nine months ended September 30, 2001, gross profit amounted to
$1,098,322 or 49.4% of sales. For the comparable prior year period, gross
profit amounted to $2,033,034 or 53.5% of sales.  Lower sales on fixed
overhead costs negated the positive effect of decreased sales of lower
margined products.

For the three months ended September 30, 2001, gross profit amounted to
$510,393 or 51.1% of sales.  For the comparable prior year period, gross
profit amounted to $1,037,838 or 60.0% of sales. Lower sales on fixed overhead
costs negated the positive effect of decreased sales of lower margined
products.

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

For the nine months ended September 30, 2001, selling shipping and marketing
expenses amounted to $982,280 reflecting a decrease of $432,885 or 30.6%
versus the prior year period of $1,415,165. This decrease was a result of
reductions in sales, marketing and warehouse staffing, lower shipping expenses
and cutbacks in other selling and marketing expenses.

For the three months ended September 30, 2001, selling, shipping and marketing
expenses amounted to $280,662 reflecting a decrease of $223,453 or 44.3%
versus the prior year period of $504,115. This decrease was a result of
reductions in sales, marketing and warehouse staffing, lower shipping expenses
and cutbacks in other selling and marketing expenses.

General and administrative expenses amounted to $701,293 for the nine months
ended September 30, 2001, reflecting a decrease of $349,862 or 33.3% versus
the prior year period of $1,051,155. This decrease was a result of reductions
in office staffing, professional fees and medical insurance costs partially
offset by an increase in triple net rent expenses.

General and administrative expenses amounted to $196,715 for the three months
ended September 30, 2001, reflecting a decrease of $129,334 or 40.0% versus
the prior year period of $326,049.  The decrease for the period was a result
of reductions in office staffing, professional fees and medical insurance
costs partially offset by an increase in triple net rent expenses.

Income
------

An operating loss of $585,251 was incurred for the nine months ended September
30, 2001, an increase of $151,965 compared to the prior period's loss of
$433,286.  Interest expense of $24,274 increased the operating loss to result
in a net loss before income taxes and extraordinary item of $610,325.  For the
prior year period, the net loss before income taxes and extraordinary item
amounted to $419,976. Income taxes of $800 and extraordinary income of
$212,420 from creditor renegotiations and settlements resulted in a net loss
of $397,905 or $.10 per share for the nine months ended September 30, 2001,
compared to the prior year's net loss of $420,776 or $.11 per share.  All per
share amounts are based on the weighted average common shares outstanding for
the period.

Operating income of $33,016 was generated for the three months ended September
30, 2001, a decrease of $174,658 compared to the prior period's

                                                                 Page 9 of 12
<PAGE>


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

operating income of $207,674. Interest expense of $7,036 reduced the operating
income to result in a net income before income taxes and extraordinary item of
$25,980. For the prior year period, the net income before income taxes and
extraordinary item amounted to $205,343. Income taxes of $800 and
extraordinary income of $212,420 from creditor renegotiations and settlements
resulted in net income of $237,600 or $.06 per share for the three months
ended September 31, 2001, compared to the prior year's net income of $205,343
or $.05 per share. All per share amounts are based on the weighted average
common shares outstanding for the period.


Balance Sheet
-------------

Total assets at September 30, 2001 amounted to $1,927,223, which reflected a
decrease versus the December 31, 2000 level of $2,384,300 by $457,077.
Decreases in cash, inventories, prepaid assets and fixed assets were partially
offset by an increase in receivables.  Total current liabilities amounted to
$1,477,100 as of September 30, 2001, which reflected an increase of $5,100
versus the December 31, 2000 level of $1,472,000.  The increase was a result
of increases in commissions and accrued liabilities partially offset by
decreases in trade payables, royalties payable and accrued wages.


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

At September 30, 2001, the Company's current liabilities exceeded its current
assets by $48,351. This compared to December 31, 2000 positive working capital
level of $138,400 for a decline of $186,751.  Net cash used by operating
activities during the nine months ended September 30, 2001 amounted to
$150,980. The net loss of $397,905 and changes in non-cash items of $722,265
were partially offset by $969,190 provided by changes in net receivables,
inventory, and other assets and liabilities.

Cash used by investing activities amounted to $44,706 to purchases color
separations and publishing rights.  Cash used by financing activities
consisted of $11,247 in principal repayments of capital leases.

The primary source of the Company's liquidity during the past several years
has been sales of the Company's securities.  A rights offering made to the
Company's stockholders in 1999, in which the Company issued an aggregate of
1,582,216 shares of Common Stock, resulted in the receipt by the Company of an
aggregate of $1,665,500 in gross proceeds.  Of that amount, a total of
$1,152,113 was contributed by The InterGroup Corporation ("InterGroup"), the
Company's Chairman, and an affiliate of InterGroup.  After a search for other
sources of operating capital, the Company borrowed the sum $500,000 from
InterGroup on October 13, 2000. This loan was evidenced by a promissory note
secured by all of the Company's accounts receivables and the proceeds
therefrom.  The loan, bearing interest at the rate of 13.875% per annum, was
due February 28, 2001 and was subsequently extended to April 30, 2001.
Although this obligation is currently in default, InterGroup has not taken
action to foreclose on its security interest to date, and management continues
to negotiate with InterGroup regarding additional financial assistance.  The
Company's Chairman is also the Chairman and a principal shareholder of
InterGroup.

The Company has experienced recurring losses and use of cash from operations
and is currently in default on its note secured by its receivables.   Due to
the depletion of cash reserves, combined with unexpected bad debts and

                                                                Page 10 of 12
<PAGE>

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


increased returns subsequent to year-end, and declining sales figures, the
Company will not be able to finance operations.  This creates a substantial
doubt about the Company's ability to continue as a going concern. The
Company's continued existence is dependent on several factors including the
Company's ability to obtain additional financing, increase revenues and reduce
cost of operations to generate positive cash flows and to successfully deal
with its secured and general unsecured creditors.  To date, management has not
been able to attract financing from outside sources.  The Company is exploring
other ways to raise working capital.  In addition, management of the Company
has developed plans that it believes will improve cash flow from operations
for 2001: (i) the reduction in rent expense that commenced in June 2000, (ii)
the decrease in minimum royalties that will be paid during 2001, (iii) the
reduction or elimination of product lines and their related overhead
that generate insufficient profit margins, (iv) diversifying its sales efforts
to open new accounts with national retailers and (v) shifting to less
expensive suppliers for certain product lines.  In addition, on May 9, 2001,
the Company appointed a special committee of the Board of Directors to address
the issue of the Company's accounts payable and to seek appropriate resolution
of those obligations.  The ability of the Company to continue as a going
concern is dependent on the Company's ability to attract financing and the
success of management's plans.

Effects of Inflation
--------------------

The Company does not view the effects of inflation as having a material effect
upon its business.  Increases in paper and labor costs have been offset by
obtaining new product sources and replacing certain in-house assembly, which
have reduced the unit cost of the Company's card product.  While the Company
has in the past increased its prices to its customers, it has maintained its
relative competitive price position within the general range of greeting
cards.


                                   PART II
                             OTHER INFORMATION

Item 1.    Legal Proceedings

As previously reported, the Sierra Club filed an arbitration proceeding
against the Company in June 2000, before the American Arbitration Association
in San Francisco, California.  Sierra Club seeks damages in excess of
$412,000, arising out of the alleged breach of contract by the Company, as
well as declaration that the Sierra Club is entitled to future payments under
the contract.  The Company has filed its answer to the arbitration claim, in
which it denied the allegations of the claim and set forth certain affirmative
defenses.  The Company further set forth certain counterclaims against the
Sierra Club arising out of breaches by the Sierra Club of the same agreement.
A hearing date for the arbitration has been set for April 22, 2002 and
discovery has yet to commence.  Although, The Company believes that it has
good and meritorious defenses to the claim and that its counterclaims are
substantial, should Sierra Club ultimately prevail with a judgment in the
amounts it is seeking, it would seriously affect the Company's ability to
continue operations.

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

                                                                Page 11 of 12

<PAGE>


Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------
   (a) Exhibits - None

   (b) Reports on Form 8-K - During the quarter ended September 30,
       2001, the following report on Form 8-k were filed by the
       Registrant.

       Date of Report           Item Reported            Description
       --------------           -------------         ------------------
       October 22, 2001            Item 5.           Appointment of regional
                                 Other Events        Vice Presidents Sales;
                                                     Resignation of Vice
                                                     President Sales.




                                  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:   October 14, 2001                     by: /s/ Antonio Santiago
                                                  ----------------------
                                                  Antonio Santiago,
                                                  Vice President of Finance

DATED:   October 14, 2001                     by: /s/ Gregory C. McPherson
                                                  --------------------------
                                                  Gregory C. McPherson,
                                                  Interim President


                                                              Page 12 of 12