HEALTHY PLANET PRODUCTS INC
10-Q, 1995-11-07
GREETING CARDS
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                       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, 1995

                                       OR

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

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

                           Commission File No. 1-13048

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

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

1129 N. McDowell Blvd., Petaluma, California            94954
- ---------------------------------------------          -------
  (Address of principal executive offices)            (Zip Code)

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


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

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

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

         As of October 27,  1995,  there were issued and  outstanding  1,735,694
shares of common stock of the registrant  (exclusive of 254,675 shares of voting
Series D Preferred Stock convertible into 254,675 shares of common stock).


                                  Page 1 of 14
<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 September 30, 1995                              3

          Statements of Income for the three-months ended                  5
           and nine months ended September 30, 1995 and 1994

          Statements of Cash Flows for the three-months ended              6
           and nine months ended September 30, 1995 and 1994

          Notes to the Financial Statements                                7

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



PART II.     0THER INFORMATION

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



                                  Page 2 of 14

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.   Financial Statements


                          HEALTHY PLANET PRODUCTS, INC.

                                  BALANCE SHEET

                                     ASSETS

                                                                  September 30,
                                                                       1995
                                                                  --------------
                                                                    (Unaudited)


CURRENT ASSETS
         Cash                                                       $2,684,488
         Accounts receivable - net of allowances for doubtful
              accounts and returns of $380,187                       2,215,008
         Inventories                                                   920,477
         Advance on royalties                                          117,624
         Prepaid expenses                                               50,256
         Deferred income taxes                                         512,000
                                                                    ----------

                  Total current assets                               6,499,853
                                                                    ----------

PROPERTY AND EQUIPMENT, at cost, net of accumulated
    depreciation and amortization                                      449,615
                                                                    ----------

OTHER ASSETS
         Deferred income taxes                                      1,400,000
         Security deposits                                             12,300
         Publishing rights - net of accumulated
            amortization of $250,253                                   84,370
         Other                                                          3,423
                                                                   ----------

                  Total other assets                                1,500,093
                                                                   ----------

                  Total assets                                     $8,449,561
                                                                   ==========



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


                                  Page 3 of 14
<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                            BALANCE SHEET (Continued)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                               September 30,
                                                                   1995
                                                              --------------
                                                               (Unaudited)

CURRENT LIABILITIES
      Accounts payable                                         $   671,369
      Royalties payable                                             83,775
      Commissions payable                                          149,560
      Accrued wages, bonus' and payroll taxes                      184,550
      Accrued liabilities                                           17,464
                                                               -----------

                  Total current liabilities                      1,106,718

ACCRUED RENT PAYABLE                                                90,465
                                                               -----------

TOTAL LIABILITIES                                                1,197,183
                                                               -----------

SHAREHOLDERS' EQUITY
      Common stock, $.01 par value, 12,000,000 shares
       authorized, 1,727,750 shares issued and outstanding          17,277
      Preferred stock, Series B, $.10 par value, with
       aggregate liquidation preferences of $150,120,
       14,250 shares authorized, 1,251 shares issued
       and outstanding                                                 126
      Preferred stock, Series D, $.10 par value, with
       aggregate liquidation preferences of $1,301,389
       371,009 shares authorized, 254,675 issued and
       outstanding                                                  25,467

      Additional paid-in capital                                12,365,499

      Accumulated deficit                                       (5,155,991)
                                                               -----------

            Total Shareholders' Equity                           7,252,378
                                                               -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 8,449,561
                                                               ===========



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

                                  Page 4 of 14
<PAGE>

<TABLE>

                          HEALTHY PLANET PRODUCTS, INC.

                               STATEMENT OF INCOME

                                   (Unaudited)


<CAPTION>

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

                                                    1995               1994                 1995                1994
                                                    ----               ----                 ----                ----
<S>                                              <C>                <C>                  <C>                 <C>
NET SALES                                        $2,590,692         $2,032,323           $4,627,557          $3,323,516

COST OF GOODS SOLD                                1,072,773            834,651            1,763,299           1,212,912
                                                 ----------         ----------           ----------          ----------
GROSS PROFIT                                      1,517,919          1,197,672            2,864,258           2,110,604
                                                 ----------         ----------           ----------          ----------
OPERATING EXPENSES:
         Selling, shipping and marketing            415,908            329,221              811,188             619,097
         General and administrative                 505,465            439,255            1,276,223           1,018,127
                                                 ----------         ----------           ----------          ----------
                                                    921,373            768,476            2,087,411           1,637,224
                                                 ----------         ----------           ----------          ----------

OPERATING INCOME                                    596,546            429,196              776,847             473,380
                                                 ----------         ----------           ----------          ----------

OTHER INCOME:
         Interest income                             27,920                145               97,194              38,881
         Interest expense                             --                (1,796)               --                 (1,796)
         Other income                                 1,495                 85                1,749                 682
                                                 ----------         ----------           ----------          ----------
                                                     29,415             (1,566)              98,943              37,767
                                                 ----------         ----------           ----------          ----------
INCOME BEFORE TAXES                                 625,961            427,630              875,790             511,147

PROVISION FOR  INCOME TAXES                        (760,717)          (150,000)            (882,417)           (149,200)

NET INCOME                                        1,386,678            577,630            1,758,207             660,347

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

INCOME APPLICABLE TO COMMON STOCK                $1,386,678         $  577,630           $1,751,452          $  653,592
                                                 ==========         ==========           ==========          ==========

EARNINGS PER SHARE                               $      .67         $      .30           $      .85          $      .33
                                                 ==========         ==========           ==========          ==========

WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                            2,071,195          1,950,037            2,050,191           1,948,416
                                                 ==========         ==========           ==========          ==========
<FN>

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

</FN>
</TABLE>
                                  Page 5 of 14


<PAGE>

<TABLE>
                          HEALTHY PLANET PRODUCTS, INC.

                             STATEMENT OF CASH FLOWS

                                   (Unaudited)

<CAPTION>

                                                      Three Months Ended September 30,       Nine Months Ended September 30,
                                                      --------------------------------       -------------------------------
                                                            1995              1994                1995               1994
                                                            ----              ----                ----               ----
<S>                                                     <C>                <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net Income                                     $ 1,386,678        $   577,630         $ 1,758,207         $   660,347
         Non-cash items included in net income
             Depreciation and amortization                   39,137             28,983             109,255              81,410
             Increase in allowances for
                      doubtful accounts and returns         229,595            133,952             175,969              50,180
             Change in inventory reserves                    95,000              --                 14,203             (25,000)
             Increase in deferred income taxes             (762,750)          (150,000)           (902,000)           (150,000)
         Changes in:
             Accounts receivables                        (1,634,479)        (1,489,941)         (1,381,147)         (1,465,831)
             Inventories                                     87,828            169,019            (240,054)           (221,970)
             Advances on royalties                          153,055             92,396            (117,624)             (1,622)
             Prepaid expenses                                58,130             70,984             (24,229)             33,579
             Accounts payable                               201,231            (36,239)            445,105             103,919
             Royalties payable                               10,308             62,050               3,551             (47,779)
             Commissions payable                            108,740             70,802              25,686             (15,228)
             Accrued wages, bonus' and payroll taxes         93,331             39,311              58,278              (9,181)
             Accrued liabilities                              4,930              2,154             (13,443)            (21,261)
             Accrued rent payable                               (33)             3,717               3,650              13,972
                                                        -----------        -----------         -----------         ----------- 
             Net cash provided (used) by 
             operating activities                            70,701           (425,182)            (84,593)         (1,014,465)
                                                        -----------        -----------         -----------         ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
             Purchases of equipment and
               color separations                            (10,921)            (6,336)           (287,946)           (112,732)
             Increase in publishing rights                     (600)           (19,035)            (20,756)            (47,203)
             Other                                            --                 --                 86,200                --
                                                        -----------        -----------         -----------         ----------- 
             Net cash used by investing activities          (11,521)           (25,371)           (222,502)           (159,935)
                                                        -----------        -----------         -----------         ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from stock options exercised           47,500              --                296,250               --
             Proceeds from warrants exercised               188,493              --                188,493               --
             Costs on registration of warrants              (40,697)             --                (40,697)              --
             Line of credit                                  --                100,000                --               100,000
                                                        -----------        -----------         -----------         -----------
             Net cash from financing activities             195,296            100,000             444,046             100,000
                                                        -----------        -----------         -----------         -----------

INCREASE (DECREASE) IN CASH                                 254,476           (350,553)            136,951          (1,074,400)
CASH, BEGINNING OF PERIOD                                 2,430,012          1,975,044           2,547,537           2,698,891
                                                        -----------        -----------         -----------         ----------- 
CASH, END OF PERIOD                                     $ 2,684,488        $ 1,624,491         $ 2,684,488         $ 1,624,491
                                                        ===========        ===========         ===========         =========== 

SUPPLEMENTARY CASH FLOW INFORMATION INCLUDES THE FOLLOWING:

         Cash paid during the period for:
             Interest                                   $       --         $    1,797          $       --          $     1,797
             Income taxes                               $    2,033         $      --           $   19,583          $       800

<FN>
        The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
                                  Page 6 of 14
<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

         The  financial  statements  included  herein have been  prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principals 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 to fairly state the financial position and the results of
operations. These results are not necessarily to be considered indicative of the
results for the entire year.

NOTE 2 - INVENTORIES

         Inventories consist of the following:
                                                                  September 30,
                                                                       1995
                                                                       ----

                  Raw materials                                     $  68,668
                  Work-in-process                                     408,375
                  Finished goods                                      443,434
                                                                    ---------
                                                                    $ 920,477

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

                                                                  September 30,
                                                                       1995
                                                                       ----

                  Machinery, equipment and leasehold improvements  $  747,287
                  Color separations                                   300,510
                  Furniture and fixtures                               72,664
                  Computer software                                    38,171
                                                                   ----------
                                                                    1,158,632

                  Less accumulated depreciation and amortization     (709,017)

                                                                   $  449,615
                                                                   ==========

                                  Page 7 of 14
<PAGE>

                          HEALTHY PLANET PRODUCTS, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                                   (Unaudited)

NOTE 4 - INCOME TAXES

         As of January 1, 1995, the Company had available  federal net operating
loss and investment tax credit  carryforwards  of  approximately  $7,100,000 and
$15,600 to be applied against future federal taxable income, of which $3,816,000
are subject to a limitation  under  Section 382 of the Internal  Revenue Code of
$476,950 per year. Due to the 15 year net operating loss carryforward period and
the Section 382 annual limitation, the Company expects to not be able to utilize
approximately  $658,000 of Federal net operating loss. The Company has available
approximately $1,133,000 of California net operating losses which can be carried
forward and offset  against  future  taxable  income.  These loss  carryforwards
expire  through 1999.  Also available are  approximately  $16,000 of alternative
minimum tax credit carryforwards to reduce future federal and California regular
income taxes over an indefinite  period.  In 1992,  when the Company adopted FAS
109,  Accounting for Income Taxes, it reduced the deferred income tax benefit of
these loss carryforwards by establishing a valuation  allowance.  However, as of
September  30,  1995,  due  to  the  Company's   profitability  since  1992  and
anticipated  future  results,   management  has  removed  the  entire  valuation
allowance.  Based on anticipated growth in future years, the Company believes it
will fully utilize  available  Federal net operating losses by the year 2002 and
California net operating losses by 1996.

         As a result  of the  expected  utilization  of these  carryforwards,  a
deferred tax asset was derived as follows:


                  Net operating loss carryforwards           $1,795,000
                  AMT carryforwards                              16,000
                  Other                                         101,000
                                                             ----------
                                                              1,912,000

                  Deferred income taxes expected
                     to be utilized currently                  (512,000)
                                                             ----------
                  Deferred income taxes                      $1,400,000
                                                             ==========



                                  Page 8 of 14
<PAGE>

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sales

         For the nine months ended  September 30, 1995,  the Company's net sales
were  $4,627,557.  This  reflected an increase of $1,304,041 or 39.2% versus the
prior year's level of $3,323,516. This increase was a result of a combination of
a 16% price  increase on counter  cards  phased in during the  beginning  of the
year, and an increase in unit sales of the Company's lines of products. Sales of
the Sierra Club line increased 36% while sales of all the other lines  increased
61% to result in the overall increase of 39.2%.

         For the three months ended  September 30, 1995,  net sales  amounted to
$2,590,692  which reflected an increase of $558,369 or 27% versus the prior year
level of $2,032,323.  Sales of the Company's Sierra Club line increased 27.9% on
a period to period basis. This increase was the result of the price increase and
increased unit sales.

Gross Profit

         For the nine months ended September 30, 1995,  gross profit amounted to
$2,864,258  or 61.9% of sales.  For the  comparable  prior year  quarter,  gross
profit  amounted  to  $2,110,604  or 63.5% of  sales.  Increased  sales of lower
margined  packaged goods and non-counter  card products  combined with increased
export sales accounted for the planned decline in gross margin percentage.

         For the three months ended September 30, 1995, gross profit amounted to
$1,517,919  or 58.6% of sales.  For the  comparable  prior year  quarter,  gross
profit  amounted  to  $1,197,672  or 58.9% of  sales.  Increased  sales of lower
margined  holiday  boxed cards  accounted  for the gross margin period to period
percentage decline.

Operating Expenses

         For the nine months ended  September  30, 1995,  selling,  shipping and
marketing  expenses  amounted  to  $811,188  reflecting  an increase of $192,091
versus the prior year's level of $619,097.  Higher  incremental  commissions and
shipping expenses associated with increased sales principally contributed to the
period to period increase.

         For the three months ended  September 30, 1995,  selling,  shipping and
marketing expenses amounted to $415,908 reflecting an increase of $86,687 versus
last year's  level of $329,221.  Higher  commissions  and  shipping  expenses on
increased sales accounted for the increase.

         General and  administrative  expenses  amounted to $1,276,223  for nine
months ended September 30, 1995,  reflecting an increase of $258,096 versus last
year's level of  $1,018,127.  The period to period  increase was a result of one
time non recurring  costs  associated  with the  Company's  move to the American
Stock Exchange, increased professional fees and budgeted increases in office and
warehouse expenditures in support of increased sales.


                                  Page 9 of 14
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULT OF OPERATIONS (Continued)


Operating Expenses   (Continued)

         For  the  three  months   ended   September   30,  1995,   general  and
administrative  expenses amounted to $505,465  reflecting an increase of $66,210
versus the prior year level of  $439,255.  Anticipated  increases  in  staffing,
warehouse space and supplies to support a sales increase  accounted for the year
to year increase.

Income Taxes

         As of January 1, 1995, the Company had available  federal net operating
and investment tax credit carryforwards of approximately $7,100,000 and $15,600,
respectively,  to be applied  against future federal  taxable  income,  of which
$3,816,000 is subject to a limitation  under Section 382 of the Internal Revenue
Code. Due to the 15-year net operating loss carryforward  period and the Section
382  annual  limitation,  the  Company  does not  expect  to be able to  utilize
approximately  $658,000 of these losses,  which expire through 2006. The Company
also has available  approximately  $1,133,000 of California net operating losses
that can be carried forward and offset against future taxable income. These loss
carryforwards  expire through 1999. Also available are approximately  $16,000 of
alternative  minimum  tax credit  carryforwards  to reduce  future  federal  and
California regular income taxes over an indefinite period.

         Effective January 1992, the Company adopted  provisions of Statement of
Financial  Account  Standards  No. 109 (FAS 109),  Accounting  for Income Taxes,
which requires  recognition of deferred tax  liabilities and assets for expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or tax  returns.  Under FAS 109, the Company is allowed to recognize
currently the future  benefits of its net  operating  loss  carryforwards.  As a
result  of  the  expected  utilization  of  the  Company's  net  operating  loss
carryforwards,  a deferred  tax asset as of September  30, 1995,  was derived as
follows:

                  Net operating loss carryforwards       $1,795,000
                  AMT carryforwards                          16,000
                  Other timing differences                  101,000
                                                         ----------
                                                          1,912,000
                  Deferred income taxes expected to
                      be utilized currently                (512,000)
                  Deferred income taxes                  $1,400,000
                                                         ==========

         Management  of the Company  believes it is more likely than not the tax
benefits of the net operating loss carryforwards will be realized.  Management's
belief is based on the Company's actual profitable  results in excess of initial
projections in each of the years 1992, 1993, 1994, and for the nine months ended
September 30, 1995. The Company has estimated its future taxable income based on
actual  results for the years 1992 through  1994. In utilizing the net operating
loss carryforward,  the Company projected net income growth in 1992 through 1994



                                  Page 10 of 14

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULT OF OPERATIONS (Continued)

Income Taxes   (Continued)

of approximately 10 percent per year; and, in each year, actual results exceeded
projections.

         Based on these results,  the Company is  conservatively  projecting net
income  growth  of 10  percent  per year  through  2000 and 5  percent  per year
thereafter.  During the nine months  ended  September  30, 1995,  the  Company's
actual results are ahead of the original  forecast.  As a result, it is expected
approximately  $500,000  of  deferred  income  taxes will be utilized in 1995 to
offset current year's income.  Based on anticipated growth, the Company believes
it will fully utilize  available  federal net operating  losses by the year 2002
and California net operating losses by 1996.

         The  foregoing  constitutes  management's  best  estimates  based  upon
current  conditions  and  most  recent  results  of  operations.  These  include
management's  forecast  of  increased  sales,  reduced  costs  due to  continued
automation  of  packaging  and  expected  cost  savings due to larger  orders of
materials.  Operating  expenses have also been adjusted to account for increased
sales  and  administrative  costs.  Due to the past  low  inflation  rates,  the
forecasts were not adjusted for  inflation,  as it is expected the effects would
be minimal. Results of operations in future years are subject to many conditions
beyond the control of management  and which affect the amount of taxable  income
that may be  generated in future years and the  Company's  resultant  ability to
fully utilize the deferred income tax asset.  Such conditions  include:  general
economic;   the  Company's  ability  to  maintain  its  present  gross  margins;
competition  generally  and  specifically  relating  to  greeting  cards  having
environmental and wildlife theme; the Company's ability to continue to renew its
principal Sierra Club license agreement, which presently expires on December 31,
2005; and continuity of present management. The Company has not contemplated the
use of any new tax planning  strategies in calculating  the deferred  income tax
asset.

Income

         Net income  amounted to $1,758,207 for the nine months ended  September
30, 1995 representing $.85 per share. Included in this result was $.43 per share
due to the adoption of FAS 109, Accounting for income taxes. For the nine months
ended  September  30,  1994 net income  amounted  to $660,347 or $.33 per share.
Included  in this  result  was $.08 per  share due to the  adoption  of FAS 109,
Accounting for income taxes. The comparative per share data is based on weighted
average shares outstanding in each of the respective periods.

Balance Sheet

         Total assets amounted to $8,449,561 as of September 30, 1995 versus the
December 31, 1994 level of $5,724,481, reflecting an increase of $2,725,080. The
period to period increase was caused by increases in cash, receivables,  royalty
advances,  inventory, prepaid expenses, capital expenditures and deferred taxes.
Included in cash as of  September  30, 1995 was  $444,046 due to the exercise of
stock  options  and warrants  net  of  registration costs 


                                  Page 11 of 14

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULT OF OPERATIONS (Continued)



Balance Sheet   (Continued)

approximating  $41,000.  Total  current  liabilities  amounted to  $1,106,718 at
September 30, 1995 versus the December 31, 1994 level of $587,541.  The increase
was a  result  of the  build-up  of trade  payables,  seasonal  commissions  and
bonuses.

Liquidity and Capital Resources

         At September 30, 1995,  the Company's  working  capital was  $5,393,135
reflecting  a 30%  increase  over  working  capital  at  December  31,  1994  of
$4,140,479.  Cash of $84,593  was used  during  the period to support  operating
activities.   Cash  of   $287,946   was  used  during  the  period  for  capital
expenditures.  The major  purchase was an automated  boxing  machine  which will
improve the Company's capacity and efficiency.

         The present primary  sources of the Company's  liquidity have been cash
internally  generated from operations,  proceeds obtained by the Company through
the public sale of its  securities,  and the  availability  of a secured line of
credit. The Company has a $500,000 secured line of credit from Westamerica Bank.
The Company  draws on this line from time to time on a short term  basis.  As of
September 30, 1995, there was no outstanding amount under this line of credit.

Effects of Inflation

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


                                  Page 12 of 14


                           PART II. OTHER INFORMATION




Item 6.       Exhibits and Reports on Form 8-K

              a.  Exhibits

                  Exhibit No.                     Description
                  -----------                     -----------

                     11                 Computation of Earnings Per Share
                     27                 Financial Data Schedule

              b.  Reports on Form 8-K

                  During the quarter ended September 30, 1995, the  following
                  reports  on Form  8-K  were filed  by  the registrant:

                  Date of Report    Item Reported           Description of Item
                  --------------    -------------           -------------------
                  August 17, 1995   Item 5.  Other Events   Report on Annual
                                                            Meeting of
                                                            Stockholders held on
                                                            August 11, 1995.


                                   SIGNATURES

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

                          HEALTHY PLANET PRODUCTS, INC.
                                  (Registrant)

DATED:   November 7, 1995             by: /s/ Bruce A. Wilson
                                          --------------------
                                          Bruce A. Wilson
                                          President, Chief Executive, Chief
                                          Operating and Chief Financial Officer.


                                  Page 13 of 13


<TABLE>
                          HEALTHY PLANET PRODUCTS, INC.

                        COMPUTATION OF EARNINGS PER SHARE

                                   EXHIBIT II


<CAPTION>
                                                           Three Months      Three Months     Nine Months       Nine Months
                                                              Ended             Ended            Ended             Ended
                                                          Sept. 30, 1995    Sept. 30, 1994   Sept. 30, 1995    Sept. 30, 1994
                                                          --------------    --------------   --------------    --------------
<S>                                                         <C>               <C>             <C>              <C>  
Primary earnings per share
      Net income                                            $1,386,678        $  577,630      $1,758,207       $  660,347
     Cumulative dividends on preferred stock                    --                 --             (6,755)          (6,755)
                                                            ----------        ----------      ----------       ----------
Income applicable to common stock                           $1,386,678        $  577,630      $1,751,452       $  653,592
                                                            ==========        ==========      ==========       ==========

Shares
      Weighted average number of common
            shares outstanding                               1,701,061         1,522,216       1,625,387        1,522,031
      Add dilutive effect of conversion of preferred
            stock and outstanding options and warrants,
            as determined by the application of the
            treasury stock method                              370,134           427,821         424,756          426,385
                                                            ----------        ----------      ----------       ----------

                                                             2,071,195         1,950,037       2,050,191        1,948,416
                                                            ==========        ==========      ==========       ==========

Primary earnings per share                                  $      .67        $      .30      $      .85       $      .33
                                                            ==========        ==========      ==========       ==========

</TABLE>


<TABLE> <S> <C>


<ARTICLE>                       5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS

<PERIOD-START>                  JAN-01-1995
<FISCAL-YEAR-END>               DEC-31-1995
<PERIOD-END>                    SEP-30-1995

<CASH>                          2,684,448
<SECURITIES>                            0
<RECEIVABLES>                   2,595,195
<ALLOWANCES>                      380,187
<INVENTORY>                       920,477
<CURRENT-ASSETS>                6,499,853
<PP&E>                          1,158,632
<DEPRECIATION>                    709,187
<TOTAL-ASSETS>                  8,449,561
<CURRENT-LIABILITIES>           1,106,718
<BONDS>                                 0
<COMMON>                           17,277
                   0
                        25,593
<OTHER-SE>                      7,209,508
<TOTAL-LIABILITY-AND-EQUITY>    8,449,561
<SALES>                         4,627,557
<TOTAL-REVENUES>                4,726,500
<CGS>                           1,763,299
<TOTAL-COSTS>                   3,850,710
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   875,790
<INCOME-TAX>                     (882,417)
<INCOME-CONTINUING>                     0
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                    1,751,452
<EPS-PRIMARY>                         .85
<EPS-DILUTED>                         .85
        


</TABLE>


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