UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                   FORM 10-KSB

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

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

                         Commission File No.  000-29462

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                          -----------------------------
             (Exact name of Registrant as specified in its charter)

          Delaware                              59-2762023
     -------------------                    -------------------
     (State  of other jurisdiction       (I.R.S. Employer Identification Number)
     of  incorporation  or  organization)

                 43 West 33rd Street, New York, New York  10001
                    -----------------------------------------
                     Address of principal executive offices

      Registrant's telephone number, including area code:     212-695-3334

        Securities registered pursuant to Section 12(b) of the Act:  NONE

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

Check  if  no  disclosure  of  delinquent  filers  in  response  to  Item 405 of
Regulation  S-B  is contained in this Form, and no disclosure will be contained,
to  the  best  of  registrant's  knowledge,  in  definitive proxy of information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form-KSB.     [X]

State  issuer's  revenues  for  its  most  recent  reporting  period  (Fiscal
year)$37,121

Aggregate  market  value  of  the  voting  stock  held  by non-affiliates of the
registrant  at  April 30, 2001, was $ 847,265.33.   As at December 31, 2001, the
number  of  shares issued and outstanding was 205,691,013.  The closing price of
the  common  stock  at  that  date  was  $0.13.


<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.

                               Form 10-KSB - Index

                   For the Fiscal Year Ended December 31, 2001

PART  I                                                           Page

Item  1.     Business                                                  3
Item  2.     Properties                                                3
Item  3.     Legal  Proceedings                                        4
Item  4.     Submission  of  Matter  to  a  Vote  of
               Security  Holders                                       4

PART  II

Item  5.     Market  of  Registrant's  Securities  and
               Related  Stockholder  Matters                           4
Item  6.     Management's  Discussion  and  Analysis  of
               Financial  Condition  and  Results  of  Operations      6
Item  7.     Consolidated  Financial  Statements  and
               Supplementary  Data                                     8
Item  8.     Changes  in  and  Disagreements  with  Accountants
               on  Accounting  and  Financial  Disclosures             8

PART  III

Item  9.     Directors  and  Executive  Officers  of  the  Registrant  8
Item  10.     Executive  Compensation                                  9
Item  11.     Security  Ownership  of  Certain  Beneficial  Owners    10
               and  Management
Item  12     Certain  Relationships  and  Related  Transactions       11


Part  IV

Item  13.     Exhibits,  Consolidated  Financial  Statements,         11
               Schedules  and  Reports  on  Form  8-K

Signatures                                                            12


                                        2
<PAGE>
     This Form 10-KSB contains forward looking statements, within the meaning of
Section  27A  of  the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934, regarding future events and the future performance of the
Company  involve  risks  and uncertainties which may cause our actual results in
future  periods to be materially different from any future performance suggested
herein.  We  believe  that  its  business strategy that includes focus on future
acquisitions is not unique.  There can be no assurance that our strategy will be
successful.  There  can  be no assurance that sufficient capital can be obtained
to market ourselves and increase our market share and our performance and actual
results  could  differ  materially  from  those projected in the forward looking
statements  contained  herein.



PART  I

Item  1.     Business

     APPI  continues  to  focus  on  the research and development of plant based
dietary  supplements.  During  July  1999, the Company acquired exclusive rights
and  interests  to a thirteen-step process which utilizes virtually the whole of
the  nutrients  found  in  plants  to  manufacture  all  natural  herbal dietary
supplements.  The purchase price for the process was 12,000,000 shares of Common
Stock.  The  shares  were  issued February 13, 2001.  A further 6,000,000 shares
will  become due when marketing of the product commences. The Company intends to
use  this  process to manufacture products that it hopes to distribute worldwide
through  various  sales  distribution  contracts.

     On  February 28, 2000, the Company entered into an Asset Purchase Agreement
with  Dr.  Bielory to purchase his various allergy and nasal formulations.  This
Agreement  was  approved  by  the  Board of Directors on September 6, 2000.  Dr.
Bielory  was  granted  a five year option to purchase an aggregate of 18,000,000
shares  of  the  Company's  Common  Stock,  par  value  $0.0007 per share, at an
exercise  price  of  $180.00.  Dr.  Bielroy  exercised  an option for 12,000,000
shares  in  the  first  quarter  of  2001.

     Sinusol(YM), being one of the formulations purchased from Dr. Bielory, is a
generalized  base solution for the development of an extensive line of specialty
products  related  to  allergy  and sinus conditions.  The ingredients include a
mixture  of  gently  pH-balanced  essential mineral oils that combat the various
symptoms  related  to  allergies  and  sinus  disorders,  including congestions,
irritated  nasal  mucosa  and  bacterial  and  fungal  infections.  Specialized
advanced  formulations  are  being  reviewed  for  patent  submission.


                                        3
<PAGE>
Item  2.     Description  of  Property

     The  Company continues to lease space at 43 West 33rd Street, New York, New
York  10001.  The  current amount of space is sufficient for the Company for the
foreseeable  future.  Due  to  the  cash problems of the Company, it is possible
that  the  Company  would be forced to vacate the leasehold at some point in the
future,  although  no  such  action  is  imminent  or  contemplated.


Item  3.     Legal  Proceedings

     The Company received a letter from the counsel for Warner-Lambert objecting
to  the  trademark application the Company had flied with respect to its Sinusol
product.  Warner-Lambert  felt that the Sinusol  product would be too similar to
the  Warner-Lambert  product  they  had trademarked, called ANUSOL.  The parties
have  agreed  to  a settlement agreement whereby the opposition to the trademark
application  filed  by  the  Company  will be withdrawn and the Company shall be
permitted to continue to market the Sinusol  product.  The Company agreed not to
use  or  seek  to  register  trademarks  or  service  marks in the United States
containing  the  suffix "-NUSOL", except for its pending application for SINUSOL
and  any  other  related  application  for  SINUSOL  or  various permutations of
SINUSOL, including without limitation SINUSOL-ES, SINUSOL PLUS or similar marks.
Nothing  in  the  settlement  agreement shall prevent APPI from using the suffix
"-USOL"  in  any  trademark  or  service  mark.

     The  Company  is a party to an action in the Civil Court of the City of New
York,  County  of  New  York,  entitled, Bowne of New York City, LLC v. Advanced
Plant Pharmaceuticals.  This is an action for unpaid fees for filing the reports
of the Company on EDGAR.  The suit seeks $15,805.42 in unpaid fees.  The Company
disputes  the  total  amount  due.  If  the  Company  is  unable  to  work out a
resolution  of  this  action,  it could have a material affect upon the Company.
Counsel  for  the Company has been in contact with the attorney's for Bowne, and
it  is  likely  that  a  resolution  will  be  able  to  be  reached.



Item  4.     Submission  of  Matter  to  a  Vote  of
               Security  Holders

     There were no matters submitted to a vote of shareholders during the fourth
quarter  of  2001.

                                        4
<PAGE>

PART  II

Item  5.     Market  of  Registrant's Securities and Related Stockholder Matters

     a.     The  Company's Common Stock is traded under the symbol "APPI" on the
NASDAQ  Over  the  Counter  Bulletin  Board.

     The  Company,  at  December  31,  2001,  had  205,691,013 shares issued and
outstanding.  During  the fiscal years of 2000 and 2001, the price of the shares
of  Common  Stock  of  the  Company  reached the following high and low for each
quarter.


Calendar  Quarter     Ended  Bid  Prices
-----------------     ------------------
                       Low       High
                       ---       ----

FISCAL  YEAR  2000
------------------
March  31,  2000       $0.081     $0.85

June  30,  2000        $0.08     $0.34

September  30,  2000   $0.09     $0.155

December  31,  2000    $0.03     $0.13


FISCAL  YEAR  2001
------------------
March  31,  2001      $0.35     $0.08

June  30,  2001       $0.03     $0.06

September  30,  2001  $0.02     $0.06

December  31,  2001   $0.01     $0.02


FISCAL  YEAR  2002
------------------
March  31,  2002     $.005     $0.20


       b.             Holders

As  of April 30, 2002, there were approximately 350 record holders of our common
stock.  To  the  best  of  our knowledge, such figure does not take into account
those  stockholders whose certificates are held in the name of broker-dealers or
other  nominees.  We believe that there are more beneficial owners of our common
stock,  most  of  whose  shares  are  held  in  street  name.
                                        5
<PAGE>

Item  6.     Management's  Discussion  and  Analysis  of Financial Condition and
Results  of  Operations

     APPI  focuses  on  the  research  and  development  of  plant based dietary
supplements.  During  July  1999,  the  Company  acquired  exclusive  rights and
interests  to a thirteen-step process, which utilizes virtually the whole of the
nutrients found in plants to manufacture all natural herbal dietary supplements.
The Company intends to use this process to manufacture products that it hopes to
distribute  worldwide  through  various  sales  distribution  contracts.

     Management  believes  that  it  can  continue to obtain additional capital.
However, if additional financing is not obtained, the Company might be forced to
cease  operations.

     Since  its  inception, the Company has had significant operating losses and
working  capital  deficits  aggregating  $8,491,736.  The  Company's  continued
existence  has  been  dependant  on  cash proceeds received from the sale of its
common  stock  and  the  willingness  of vendors to accept stock in lieu of cash
payments  for  their  services.  Employees  have also accepted deferrals of wage
payments.  The  Company  hopes  to reverse this trend by generating cash inflows
through  the  sale  of new products that they have developed. To accomplish this
objective, the Company will require working capital to satisfy current operating
expenses,  and  to  produce  inventory, during the interim period preceding such
time  as the revenue cycle begins generating cash.  However, to date, sales have
not  been  material  and the Company has run out of capital.  As of December 31,
2001,  the  Company  has  $7,316  in cash and total current liabilities exceeded
current  assets  by  $3,061,253.

     As  of  the  beginning  of  August 2000 we did not have any cash on hand or
accounts  receivable. The Company's two employees have deferred payment of their
salaries  for  the  past  eight  weeks.  While we are negotiating with potential
investors  to secure cash infusions into the Company, if we do not find any cash
investors  we  will be unable to operate our business for any significant length
of  time.

     If  we secure funds we intend to use our Process to expand our product line
to  include herbal dietary supplements such as St. John's Wort, Kava Kava, Ginko
Biloba  and  Echinacea.  We estimate that the initial production and preliminary
marketing  of these four herbal products to potential domestic and international
distributors  and  wholesalers  will  cost  approximately  $60,000.

     We  do  not  expect  to  purchase  or  sell any manufacturing facilities or
significant  equipment  over  the  next  twelve  months.  We  do not foresee any
significant  changes  in  the  number  of employees we will employ over the next
twelve  months.

Other  products  we  are  currently  marketing  are:

                                        6
<PAGE>
LO-CHOL
-------

Born  out  of  the  latest  scientific  research,  Lo-Chol's patented formula is
derived  from the "whole plant" parts ofsix selected plants that work in concert
to  help tip your lipid balance (good and bad cholesterol) towards a more normal
level.  These six plants (with exotic names like Cinnamomumzeylancium and Allium
sativum)  are  synergistically  combined  using  a  proprietary  "whole  plant
technology" (a special pharmaceutical-grade process) that delivers virtually all
the natural phyto-chemicals and active ingredients in the plants.  Unlike almost
all  other  herbal  supplements  on  the  market,  Lo-Chol  does not contain any
extracts.  Instead,  it  utilizes  the  entire  part of a specific plant that is
processed  and standardized to deliver optimum potency and nutritional benefits.
This  is  a significant advantage that puts Lo-Chol and other APPI products in a
class  by  themselves.

ACA
---

ACACaplets  contain  a  carefully selected group of 11 natural plant substances,
which  work  in  harmony  to  help  chronic  fatigue  and  boost  normal
metabolicprocesses  that  support  immune  system  function.  These  11  plants
(including  Boswelliacaterii, Impatiens balaminia and Curcuma zedoria) have long
and storied histories in ancient herbal medicine and folklore. Many are referred
to  in  the  Bible  as  well  as  Ayurveda, "India's natural science of life and
well-being".  Now,  incorporated  together  in  ACA,  they  offer  the  best  of
traditional  herbal  wisdom  and  modern  science.

SINUSOL(TM)
-------

Developed  in  concert  with  a  leading  board  certified  Allergy  and  Sinus
specialist,  is  a  unique nasal and sinus solution that pleasantly cleanses and
moisturizes  the nasal and sinusmucosa.  Sinusol  thins nasal solutions to clear
stuffy  and  blocked  allergic  nasal  passages as well as relieves sneezing and
sinus  pressure.  Sinusol  ,  is  the  safe  and natural alternative to over the
counter  nasal  sprays and saline products that contain irritating preservatives
and  additives.


Subsequent  Events
     On April 12, 2002, the Board of Directors executed a written consent of the
Board  of  Directors  whereby  the  Company will spin off its product LHM123, an
"Alzheimer's " product (the "Product").  The Product is to be spun off into it's
own  separate  company.  The Board of Directors has approved a stock dividend of
shares  of  the  new company at the rate of six hundred (600) shares of APPI for
each  share  in  the new company.  The record dividend date has been set as July
31, 2002, payable as soon thereafter as possible.  In addition, the Company will
receive an additional two million shares of common stock, which will be retained
by  the  Company,  as consideration for the Product being transferred to the new
company.  It  is intended that the new company will file the necessary documents
to  become  a  separately traded entity on the OTC BB.  It is also intended that
the  new  company  will  file  a registration statement on Form SB-2 to register
shares  to  raise  additional  capital  for  the  new  company.


Item  7.     Consolidated  Financial  Statements  and  Supplementary  Data

     The information required by Item 7 appears at Page F-1, which appears after
this  page.
                                        7

<PAGE>


                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                               FOR THE YEARS ENDED
                               -------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


                                Table of Contents
                                -----------------
                                                    Page
                                                    ----

Independent Auditor's Report                            2

Balance Sheet                                           3

Statements of Operations                                4

Statements of Cash Flows                                5

Statements of Shareholders' Deficit                     6

Notes to the Financial Statements                  7 - 17


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors  and  Stockholders
of  Advanced  Plant  Pharmaceuticals,  Inc.

We  have  audited  the  accompanying  balance  sheet  of  Advanced  Plant
Pharmaceuticals,  Inc.  (the "Company") as of December 31, 2001, and the related
statements of operations, shareholders' deficit and cash flows for the two years
then  ended.  These financial statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatements.  An audit includes examining, on
a  test  basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  respects, the financial position of Advanced Plant Pharmaceuticals, Inc. as
of  December  31, 2001, and the results of their operations and their cash flows
for  each  of the two years then ended, in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements, the Company has suffered recurring losses from operations
and has negative working capital that raises substantial doubt about the ability
to  continue  as a going concern.  Management's plans in regard to these matters
are  also  described  in  Note  2.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.







Michael  C.  Finkelstein  &  Co.,  CPA
Morganville,  New  Jersey
April  17,  2002
                                        2

<PAGE>


                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2001



                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                <C>
Current  assets:

Cash and cash equivalents                                          $   7,316
Accounts Receivable                                                    1,454
Inventory                                                             66,076
Total current assets                                                  74,846
                                                                ----------------
Fixed Assets (Net of Accumulated Depreciation of $625)
                                                                         375
                                                                ----------------


Other  Assets
  Intagible Assets (Net of Accumlated Amortization of $212,371)     2,313,863
  Other Assets                                                          4,144
                                                                 ---------------
  Total Other Assets                                                2,318,007
                                                                 ---------------

  Total Assets                                                  $   2,393,228
                                                                 ===============
                      LIABILITIES AND SHAREHOLDERS' EQUITY

 Current  Liabilities:

   Accounts Payable                                              $   213,578
   Accrued expenses payable                                        2,284,196
   Loans payable                                                     534,825
   Due to distributor                                                103,500
                                                                --------------
      Total current liabilities                                    3,136,099
                                                                --------------


  Shareholders'  Equity:
   Common  stock,  $.0007  par  value,  250,000,000
    shares authorized and 205,691,013 shares issued                  143,984
   Capital in excess of par value                                  7,604,881
   Accumulated deficit                                            (8,491,736)
                                                                ---------------
    Total shareholders' equity                                      (742,871)
                                                                ---------------
                                                                  $ 2,393,228
                                                                ===============




                 See accompanying notes to financial statements.
                                        3

</TABLE>
<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                      2001          2000
                                                  ------------  ------------

<S>                                                   <C>           <C>
  Net Sales                                       $    37,121   $    13,250

  Cost of goods sold                                   39,520        69,688
                                                  ------------  ------------
      Gross loss                                       (2,399)      (56,438)
                                                  ------------  ------------

  Operating expenses:

    Research and development                                -        95,750
    General and administrative                      1,004,387     2,148,038
                                                  ------------  ------------
      Total operating expenses                      1,004,387     2,243,788
                                                  ------------  ------------

      Operating loss                               (1,006,786)   (2,300,226)

  Other expenses                                          655           628
                                                  ------------  ------------
      Loss before provision for income taxes       (1,007,441)   (2,300,854)

  Provision for income taxes                                -             -
                                                  ------------  ------------
      Net loss                                    $(1,007,441)  $(2,300,854)
                                                  ============  ============


  Basic Loss per common share                     $     (0.01)  $     (0.02)
                                                  ============  ============


                   See accompanying notes to financial statements.
                                          4

</TABLE>

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                            STATEMENTS OF CASH FLOWS
                           --------------------------
                     FOR THE YEARS ENDED  31, 2001 AND 2000
                     --------------------------------------
<TABLE>
<CAPTION>
                                                                  2001                 2000
                                                           ------------------  ---------------------

<S>                                                                 <C>                 <C>
  Cash Flows from Operating Activites:
    Net Loss from operations                               $      (1,007,441)  $         (2,300,854)
    Adjustments to reconcile net loss from
     operations to net cash used by operating activities:

      Increase in accounts receivable                                 (1,454)
      Depreciation and amortization expense                          164,352                 42,927
      Inventory Adjustment                                           (66,076)                     -
      Compensation expense attributed to stock options                     -              1,079,880
      Services paid with common stock                                945,327              1,241,999
      Decrease in prepaid expenses                                         -                      -
      Increase (decrease) in accounts payable                         43,190                 80,303
      Increase in accrued expenses                                  (228,361)             1,666,460
      Change in certain other assets and liabilities                   4,449                 (1,000)
                                                           ------------------  ---------------------
      Net cash used by operations                                   (146,014)             1,809,715
                                                           ------------------  ---------------------

  Cash Flows from Investing Activities:
      Purchase intangible assets                                           -             (2,519,880)
                                                           ------------------  ---------------------

  Cash Flows from Financing Activities:

    Proceeds from short-term loans payable                           153,330                722,439
    Payments on short-term loans payable                            (200,000)               (25,000)
    Net proceeds from issuance of common stock                       200,000                      -
                                                           ------------------  ---------------------
      Net cash provided(used) by financing activities                153,330               (697,439)
                                                           ------------------  ---------------------

  Net increase in Cash and cash equivalents                            7,316                (12,726)

  Cash and cash equivalents at beginning of period                         -                 12,726
                                                           ------------------  ---------------------
  Cash and cash equivalents at end of period               $           7,316   $                  -
                                                           ==================  =====================


  Supplemental Cash Flow Information:

    Cash Paid During the Period for:

      Interest                                                             -                      -
                                                           ==================  =====================
      Income Taxes                                                         -                      -
                                                           ==================  =====================

    Information about Noncash Activities:

      Common stock issued to satisfy loans payable         $         275,000   $            275,000
                                                           ==================  =====================
      Common stock issued for services                     $         945,327   $          1,241,999
                                                           ==================  =====================


</TABLE>
                 See accompanying notes to financial statements.
                                        5

<PAGE>
<TABLE>
<CAPTION>
                         ADVANCED PLANT PHARMACEUTICALS
                         ------------------------------
                   STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                   -------------------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                 ----------------------------------------------


                                          Common Stock          Capital                             Stock
                                     Number of               in excess of  Accumulated  Treasury  Subscriptions
                                      Shares      Par Value   Par Value     Deficit      Stock    Receivable      Total
                                    ------------ -----------  ----------  ----------- ----------  -----------   ----------
<S>                                              <C>           <C>          <C>           <C>          <C>          <C>
Balance at December 31, 1999        $108,499,506   $   75,950  $3,975,889  $(5,183,443) $  (180)   $ (45,000) $(1,176,784)

  Issuance of common stock            27,070,417       18,949   1,498,050                                       1,516,999
  Stock options granted
    below market                                                1,079,880                                       1,079,880
  Stock subscriptions
    receivable written-off                                        (45,000)                           45,000             -
  Cancellation of treasury stock            (500)                    (180)                 180                          -
  Conversion of old class shares to new   22,775           16         (16)                                              -
  Net loss for period                                                       (4,778,734)                        (4,778,734)
                                    ------------  -----------  ----------  ----------- ----------  -----------  ----------
Balance at December 31, 2000         135,592,198       94,915   6,508,623   (9,962,177)      -                 (3,358,639)
                                    ============  ===========  ==========  =========== ==========  ===========  ==========

  Issuance of common stock            70,098,815       49,069   1,096,258                                        1,145,327
  Prior Period Adjustment                                                     2,477,882                          2,477,882
  Net loss for period                                                        (1,007,441)                        (1,007,441)
                                    ------------  -----------  ----------   ----------- ----------  -----------  ----------
Balance at December 31, 2001         205,691,013   $  143,984  $7,604,881   $(8,491,736)  $   -     $      -     $(742,871)
                                    ============  ===========  ==========   ===========  =========  ===========  ==========


                See accompanying notes to financial statements.
                                    6


</TABLE>
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------

NOTE  1     NATURE  OF  OPERATIONS
            ----------------------

Advanced  Plant  Pharmaceuticals,  Inc. ("the Company" or "APPI") focuses on the
research  and  development of plant based dietary supplements.  The Company owns
the  rights to a process, which utilizes whole plants to manufacture all natural
dietary  supplements.  The  Company  intends  to use this process to manufacture
products  that  it  hopes  to  distribute  worldwide  through  various  sales
distribution  contracts.

The Company expects, in the near term, to finance these efforts through the sale
of  its  common  stock  until  such time, if ever, that the operations achieve a
positive cash flow.  There is no guarantee that the Company will accomplish this
goal.  See  Note  8,  "Financial  Results  and  Liquidity."

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

Management believes that it can continue to obtain additional capital.  However,
if  additional  financing  is not obtained, the Company might be forced to cease
operations.

Since  its  inception,  the  Company  has  had  significant operating losses and
working  capital deficits.  The Company's continued existence has been dependant
on  cash proceeds received from the sale of its common stock and the willingness
of  vendors  to  accept  stock  in  lieu  of  cash  payments for their services.
Employees  have  also accepted deferrals of wage payments.  The Company hopes to
reverse  this trend by generating cash inflows through the sale of new products.
To  accomplish  this  objective,  the  Company  will  require working capital to
satisfy  current operating expenses and to produce inventory until such time, if
ever,  that  the  revenue  cycle  begins  generating  cash.  The  Company's past
attempts  to  establish a market for their products has so far been unsuccessful
and  resulted  in minimal sales.  There is no assurance that future efforts will
result  in  a  more  favorable  outcome.

NOTE  3     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
            ----------------------------------------------

Cash  Equivalents
-----------------

For  purposes  of  the statement of cash flows, the Company considers all highly
liquid  debt instruments purchased with a maturity of three months or less to be
cash  equivalents.

Other  Assets
-------------

Other  assets  consist  of  security  deposits  ($4,144).

Computer  equipment  is depreciated on a straight-line method using an estimated
useful  life  of  three  years.

Computer  Equipment            $1,000
Accumulated  Depreciation        (625)
                              --------
                               $  375
                              ========

Depreciation Expense for the years ended December 31, 2001 and 2000 was $333 and
$292,  respectively.

                                        7

<PAGE>

                     ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------
NOTE  3
(Continued)
-----------

Inventory
---------

Inventories  are  stated at the lower of cost or market.  Actual cost is used to
value  raw materials and supplies.  Inventories also include costs of processing
and  shipping.

Intangible  Assets
------------------

Intangible assets principally represent the exclusive rights and interest to the
allergy and sinus formulations and a thirteen-step process for the manufacturing
of  the company's products.  Such amounts are being amortized on a straight-line
basis  over  15  years.
        Intangible  Assets  -  Asset  Purchase  Agreement          $2,526,236
        Accumulated  Amortization                                    (212,371)
                                                                   ------------
                                                                   $2,313,865
                                                                   ============

Amortization  for  the  years  ended December 31, 2001 and 2000 was $168,468 and
$42,632,  respectively.

Research  &  Development  Costs
-------------------------------

Research  and  development  costs  are  expensed  as  incurred.

Income  Taxes
-------------

APPI  has  incurred significant losses from operations.  The Company has elected
not  to  record  any  tax  benefits  relating  to  potential  net operating loss
carryforwards  due  to  the  uncertainty  of  realizing  those  benefits.

The  Company  intends  to follow Statement of Financial Accounting Standards No.
109  (SFAS  109),  "Accounting  for Income Taxes" when either operations achieve
profitability or the realization of net operating loss benefits can more readily
be  measured,  whichever  comes  first.

Earnings  per  Share
--------------------

Statement  of  Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings Per
Share" discusses the computation and presentation of earnings per share ("EPS").
Basic  EPS, as defined by SFAS No. 128, is computed by dividing income available
to  common  shareholders  by  the  weighted-average  number  of  common  shares
outstanding  for  the  reporting  period,  ignoring  any  potential  effects  of
dilution.  Diluted  EPS  reflects  the  potential  dilution  that would occur if
securities,  or  other  contracts  to  issue  common  stock,  were  exercised or
converted  into  common  stock  that  then shared in the earnings of the entity.

                                       8

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------

NOTE  3
(Continued)

There  were  5,500,000  and  17,500,000  common  stock options outstanding as of
December  31,  2001 and 2000.  As a result of the losses reported in the periods
presented these options, if exercised, would be antidilutive.  Accordingly, only
Basic  EPS  is  presented  in  these financial statements.  The weighted-average
number  of  shares  used in the computation of per share data was 161,800,185 in
2001  and  111,939,686  in  2000.

Stock-Based  Compensation
-------------------------

APPI  has satisfied various loans, trade payables, employee back-wages and other
liabilities  through  the  issue  of its common stock.  The Company accounts for
such  stock-based compensation using the fair-value method as prescribed by SFAS
No. 123, "Accounting for Stock-Based Compensation."  The Company has also issued
stock  options to key employees.  As permissible under SFAS No. 123, the Company
accounts  for stock options using the intrinsic value method as prescribed under
Accounting  Principles  Board  Opinion  No.  25 ("APB No. 25").  All disclosures
required  by  SFAS  No.  123  are  presented  in  Note  4  "Stock  Options."

Use  of  Estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to make estimates and assumptions.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the  disclosure of contingent liabilities and the reported amounts
of  revenues  and  expenses.  Actual  results could differ from these estimates.

NOTE  4     RELATED-PARTIES  TRANSACTIONS
            -----------------------------

On  July 16, 1999, the Company entered into a Technology Purchase Agreement with
C.J.  Lieberman  (brother of the current President) whereby the Company acquired
exclusive  rights  and  interests  to  a  thirteen-step  process, which utilizes
virtually  the  whole  of  the  nutrients  found in plants to manufacture herbal
dietary  supplements.  The  purchase  price  for the process includes 18,000,000
shares  of  the  Company's  common  stock issuable in two phases. As of December
2001,  none of the stock related to this agreement has been issued.  The Company
accrued $1,440,000, in anticipation of issuing 12 million shares that became due
in  2000 per the agreement.  This amount, which represents the fair market value
of  the  stock  when it became due under the agreement, is included in "Research
and  development"  costs  in 2000 and "Accrued expenses payable" at December 31,
2001  and  2000.


                                         9

<PAGE>
                    ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------


NOTE  4
(Continued)

In  addition,  the  Company agrees to pay to C.J. Lieberman a royalty payment of
$.01  per  bottle with respect to each product manufactured with the process, 1%
(one  percent)  of  the  Company's  suggested  retail  price  of  each  product
manufactured with the process and 10% (ten percent) of the Company's net profits
from  the sale of products manufactured with the process.  In the event that the
Company  enters  into  an  agreement with a third party for the sale of products
manufactured  with  the  process,  which  agreement unconditionally provides for
payment  to the Company of not less than $20,000,000 upon receipt by the Company
of  such  $20,000,000  from  such  third  party, the Company shall issue to C.J.
Lieberman  five  million shares for each $20,000,000 paid to the Company, not to
exceed  twenty  five  million  shares.

During  2000,  the  Company  issued 5,000,000 shares of its common stock to C.J.
Lieberman  as  payment  of accrued salary payable of approximately $250,000 that
was  still  outstanding  since  his  resignation  as  President  in  1996.

Upon  his  resignation as President in 1996, the Company retained C.J. Lieberman
as  a  consultant.  His  current  consultant's  agreement,  dated June 10, 1999,
provides  for  monthly  consulting  fees  of  $9,000  ($108,000  annually),
reimbursement  of  all  direct expenses incurred while providing services to the
Company  and  a  five-year  option  to  purchase 750,000 shares of the Company's
common  stock  at  an  exercise  price  of  $.02  per  share.

The  employment contract period is through June 10, 2002.  At December 31, 2001,
the  Company  had  an  outstanding  balance  of  unpaid consulting fees due C.J.
Lieberman  of  $26,750  relating  to  this consulting contract.  This balance is
included  in  "Accrued  expenses  payable"  at  December  31,  2001.

Due  to  the  absence  of  revenues,  cash flow has been unpredictable and often
non-existent.  As  a  result, C.J Lieberman frequently lent the Company funds or
directly  paid  expenses  on  behalf  of  the  Company.  These transactions were
accounted for in a loan account.  When funds were available, Mr. Lieberman would
take  advances  against  this  loan  account.  As  of December 31, 2001 the loan
account  had a balance payable to Mr. Lieberman of $27,855, which is included in
"Loans  Payable"  at  December  31,  2001.

The  President,  David  Lieberman,  has  also  lent  the  Company funds, or paid
expenses on behalf of the Company.  The balance owed to David Lieberman relating
to these transactions was $66,283 at December 31, 2001 and is included in "Loans
payable" on the balance sheet. The Company also owed the President unpaid salary
of  $424,500  at  December  31,  2001,  which  is  included in "Accrued expenses
payable".

                                       10

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------


NOTE  4
(Continued)

On  February  28, 2000 the Company entered into an Asset Purchase Agreement with
Dr.  Leonard  Bielory  (Chairman  of the Board of Directors of APPI) whereby the
company  acquired  the  exclusive  rights  and  interest  to  allergy  and sinus
formulations  ("Assets").  The  purchase  price  includes  options  to  purchase
18,000,000  shares  of the company's common stock at an aggregate exercise price
of  $180.  The  options  are  to  be  issued in two phases.  The first phase was
completed  in  2000  and the required options to purchase 12 million shares were
issued  during  the  fourth  quarter  of 2000.  The fair value of the 12 million
share  options was $1,079,880 and is included in "Intangible Assets" on the 2000
balance  sheet.  Additionally,  the  Company agrees to pay Dr. Bielory a royalty
payment  of $.01 per bottle with respect to each product manufactured with these
Assets, 1% (one percent) of the suggested retail price of each product sold that
was  manufactured  with  the  Assets  and 10% (ten percent) of the company's net
profits  before  taxes  from  such  sales  (net  profits to be determined by the
Company's  regularly  retained  independent  public  accountants using generally
accepted  accounting  principles).  In the event that the Company enters into an
agreement  with  a  third party for the sale of products manufactured with these
Assets,  which agreement unconditionally provides for payments to the Company of
not  less  than $20,000,000, whether in lump sum or over a period of four years,
from  such  third party, the Company shall issue to Dr. Bielory 5 million shares
for  each  $20,000,000  required to be paid to the Company, not to exceed twenty
five  million  shares.

On  March 15, 2000 the company entered into a two-year employment agreement with
Dr.  Leonard  Bielory whereby Dr. Bielory will serve as the Company's Scientific
Director  and  its  Chairman  of  the Board of Directors. Under the terms of the
agreement,  the  Company  is required to pay Dr. Bielory wages of $500 per month
for the first twelve months and up to $2,500 per month thereafter, contingent on
the Company achieving specified net profit levels.  Commencing on March 15, 2000
and  each  January  1  thereafter, Dr. Bielory is to receive options to purchase
750,000  shares  of  the Company's common stock as additional compensation under
this  agreement.  As  of  December  31, 2001, none of the stock options required
under  this agreement have been issued.  On April 10, 2000, Dr. Bielory received
225,000 restricted shares of the Company's common stock as a signing bonus.  The
stock  had  an  aggregate  fair  market  value  of  $96,749 on the day of issue.

NOTE  5     CAPITAL  STOCK
            --------------

The  Company  is  authorized to issue 250 million shares of it common stock, par
value  $.0007  per  share.  The holders of common stock are entitled to one vote
for  each  share  held  on  all  matters  to  be  voted  on  by  stockholders.

The Company is also authorized to issue 5 million shares of preferred stock, par
value  $.0007  per share.  There is currently no preferred stock outstanding and
the  company  has  no  current  plans  to  issue  preferred  stock.


                                       11
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------

NOTE  5
      (Continued)


During 2001, the Company issued 70,098,815 shares of its common stock to satisfy
various  liabilities  of  the  Company  as  follows:
<TABLE>
<CAPTION>

NUMBER OF SHARES    FAIR VALUE          DESCRIPTION
----------------    ----------          -----------
<S>                      <C>                 <C>
                                       Payment  of  accrued  salary  payable  to  CJ  Lieberman
                                       from  prior  years  for  his  past  service  as  President
10,000,000          $  350,000         past  service  as  President.

8,000,000           $  130,000         Dr.  Leonard  Bielory - Bonus and accrued salaries.

8,000,000           $  130,000         David  Lieberman  -  Bonus  and  accrued  salaries.
11,060,606          $  139,606         Payment  of  employee  bonus and accrued salary  to  Sam  Berkowitz.

                                       Payment  of  various  consulting  fees  and  other
11,038,209          $  195,720         Operating  expenses.

10,000,000          $  200,000         Payment  for  various  loans and accrued expenses.

12,000,000          $1,079,880         Exercise of Stock Options by Dr. Leonard Bielory

</TABLE>
NOTE  6     STOCK  OPTIONS
            --------------

In  accordance  with various employment and consulting contracts the Company has
issued  stock  options  to  its  President,  employees  and  a  key  consultant.

On  June  10,  1999  the Company entered into new employment agreements with the
President and two employees and a new consulting contract with a key consultant.
Pursuant  to  these  agreements,  the  Company granted each of these individuals
options  to  purchase  750,000  shares  of  the  Company's  common stock.  These
options,  which  expire on June 10, 2004, have a weighted average exercise price
of  approximately  $.02,  which  was below the then current market price for the
stock.  The  Company  recorded  compensation  expense  of  $97,500  in  1999  to
recognize  the  intrinsic  value  of  these  options  as  defined in APB No. 25.

During  June  1999, the Company agreed to cancel a prior stock option agreement,
that  granted  400,000 options to an employee in 1997, and replace it with a new
option  agreement.  Pursuant  to  the new option agreement, the Company replaced
the 400,000 cancelled options with 1,000,000 options to purchase common stock at
$.05  per  share.  The  new  options  expire  on  June  30,  2002.  There was no
compensation  costs attributed to these options since the exercise price equaled
the  market  price  as  of  the  grant  date.

                                       12

<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------
NOTE  6
(Continued)

The  weighted  average  fair  value  of all options granted in 1999 was $.05 per
option share.  The fair value of options granted in 1999 was estimated using the
Black-Scholes  option  pricing  model  with the following assumptions: risk-free
interest  rate  of  5.61%,  expected option life of 4.4 years, expected dividend
yield  of  zero  and  expected  volatility  of  160.86%.

During  October  2000, the Company granted options to purchase 12 million shares
of  the  Company's  common stock to Dr. Leonard Bielory as required by the Asset
Purchase  agreement.  These  options,  which  expire  in  October  2005, have an
exercise  price  of  $.00001  per  share,  which was below the then current fair
market  value  of  $.09 per share.  The Company recorded compensation expense of
$1,079,880  in 2000 to recognize the intrinsic value of these options as defined
in  APB  No.  25.

The  fair  value  of  the  options  granted  in  2000  was  estimated  using the
Black-Scholes  option  pricing  model  with the following assumptions: risk-free
interest  rate  of 6%, expected option life of 4 months, expected dividend yield
of  zero  and  expected  volatility  of  146.89%.

Had  compensation expense been recognized using the fair value method prescribed
in  SFAS  No.  123, the Company's net loss in 2001 would not have been affected.
The  effect  on  net  loss  per  share would have been negligible in both years.

The  following  table  summarizes  stock  option  activity  for  2001  and 2000:

<TABLE>
<CAPTION>
                                                   Weighted                      Weighted
                                                   average                        average
                                                  exercise         Options        exercise
                                   Options         price          exercisable       price
                                 ---------          -----        -------------      -----
<S>                                   <C>          <C>               <C>              <C>
Balance at December 31, 1998     1,900,000          $.09          1,800,000        $.09
            Granted              4,000,000           .03                  -           -
            Exercised                    -            -                   -           -
            Cancelled            (400,000)           .25                  -           -
                                 ---------          -----        ---------------    ------


Balance at December 31, 1999    5,500,000          $ .03          5,500,000        $.03
            Granted            12,000,000         .00001                 -            -
            Exercised                   -              -                 -            -
            Cancelled                   -            .25                 -            -

                                 ---------          -----        ---------------    ------

 Balance at December 31, 2000  17,500,000          $ .01         17,500,000        $ .01
                               ===========         ======        ===============    ======


</TABLE>
As  of December 31, 2000, there were 17,500,000 common stock options outstanding
with  a  weighted-average  remaining  life  of  4.5 years and a weighted average
exercise  price of $.01 per share.  During the first quarter of fiscal 2001, Dr.
Bielory  exercised  the  12 million options granted to him in 2000. Accordingly,
the  outstanding  balance  as  of  December  31,  2001  is  $5,500,000.


                                       13
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------

NOTE  7     ACCRUED  EXPENSES  PAYABLE
            --------------------------

Accrued  expenses  payable  at  December  31,  2000  consist  of  the following:

     Asset  Purchase  Agreement  (Note  4)                    $1,440,000
     Miscellaneous  Expenses  and  Consulting  Agreements        254,130
     Salaries  and  payroll  taxes  payable                      314,316
     Accrued  bonuses  payable                                   240,000
     Legal  and  accounting  fees                                 35,750
                                                             -------------
               Total  Accrued  Expenses  payable              $2,284,196
                                                             =============

NOTE  8     LOANS  PAYABLE
            --------------

Loans  Payable  consists  of  unsecured,  non-interest  bearing short-term loans
typically  of  less than three months duration.  The loan agreements provide the
Company  with  the  option  of repaying the loans with either cash or restricted
shares  of  the  Company's  common  stock.

On  February  28,  2001,  the  Company  entered  into  a loan agreement with Sam
Berkowitz,  an  employee and shareholder of the Company.  The agreement is for a
maximum  loan  amount  of  $100,000.  As  of  December  31, 2001 the company has
borrowed  $56,500  on  this  loan.  The  loan  is interest free and includes the
option  to  be paid in Company stock.  If the loan is paid in Company stock, the
stock  conversion  price  is  $.0165  per  share.

NOTE  9     COMMITMENTS  AND  CONTINGENCIES
            -------------------------------

The  Company  has  employment  agreements  with  four employees and a consulting
contract  with  a  key  consultant  to  the  Company.  At December 31, 2001, the
Company  was committed under these agreements to wages and fees of approximately
$175,916  for  2002.

On  February  17,  2000  the  Company  retained  the  services  of First Madison
Securities,  Inc.  ("FMS").  FMS  will  act  as  consultant  and  non-exclusive
financial  advisor  and  investment  banker  to  the  Company in connection with
strategic planning, securities transactions, valuations, mergers & acquisitions,
alternative  financing  structures  and capital formation.  FMS will also act as
placement  agent  for  the  Company.

As  compensation  for  these  services,  the  Company  will  issue FMS 6,000,000
restricted  shares of its common stock as follows; 1,700,000 shares upon signing
the agreement, 1,700,000 shares within three months of signing the agreement and
2,600,000  shares  within  six  months of signing the agreement.  The restricted
shares shall be registered with the Securities and Exchange Commission to become
free trading shares as soon as possible with FMS bearing all registration costs.
The  Company will also pay FMS a placement fee for any transactions consummated,
directly  or  indirectly, through FMS during the term of the agreement or within
two  years thereafter.  The placement fee will consist of a payment equal to 10%
of  the  gross  proceeds  raised  from  the  sale  of  applicable  securities,
reimbursement of non-accountable expenses equal to 3% of the gross proceeds from
the  sale  of  any  applicable securities plus warrants to purchase common stock
equal  to  10%  of  the  applicable  shares sold. Additionally, the Company will
reimburse  FMS  for  all  reasonable  out-of-pocket  expenses  incurred  in  the
performance of this agreement, up to a maximum of $25,000.  Through December 31,
2001  this  contract  has  not  been  exercised  or  terminated.

                                       14

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------


NOTE  9     COMMITMENTS  AND  CONTINGENCIES
            -------------------------------
(Continued)

On  January 22, 2001, the Company entered into a consulting agreement with Summa
Capital,  Inc.,  which is owned by the son of a current employee and shareholder
of  the  Company.  In  accordance with the agreement, Summa Capital will provide
consulting  services  in  the  area  of  investor  relations,  public relations,
marketing  and  capital  markets.  The agreement is renewable every three months
but  may  be cancelled by either party on a monthly basis.  Compensation payable
to  Summa  Capital  under  this  agreement  includes $3,000 per month payable in
advance,  300,000  shares of Company stock at the end of each three month period
and  a  percentage  of  the net proceeds of any money raised by the Company from
sources  introduced  by  Summa Capital.  Additionally, at the beginning of every
three  month  renewal  period  Summa  Capital  is  to  receive two-year warrants
convertible  into  300,000  shares  of  the Company's common stock and five-year
warrants  to  purchase  an  additional  300,000  shares  of the Company's stock.

On  March  16,  2001,  the Company entered into an agreement whereby the Company
appointed  National Brokers Associates (NBA) as their exclusive sales management
organization.  The  agreement  is  for  a one year term.  Compensation under the
agreement  involves percentage of sales volume and and includes minimum payments
of  $5,000 per month of which 80% can be paid with Company stock at a discounted
conversion  rate.  The  agreement calls for the issuance of additional shares of
the  Company's  stock  if  certain  sales  levels  are  achieved.

In  addition  to  the  shares  that may potentially be issued for the agreements
previously discussed, the Company is currently considering issuing approximately
8,730,000  shares  of  common  stock  to  pay  off  various payables existing at
December  31,  2001 and incurred in the subsequent 2001 period.  The fair market
value  of  these  shares  at  December  31,  2001  is  approximately  $87,300.

NOTE  10     DUE  TO  DISTRIBUTOR
             --------------------

In  1995,  the  Company  entered  into  a  distribution agreement with a foreign
distributor  in  anticipation  of  bringing  a product to market.  The agreement
required  an  advance  payment  for product by the distributor.  The Company was
unable  to produce the anticipated product and in 1997 entered into a settlement
agreement with the distributor calling for eighteen monthly installment payments
of  $5,750  and  60,000 shares of the Company's common stock to be issued to the
distributor.  As of December 31, 2000, the Company has neither issued the common
stock  nor  made  any  of the installment payments as required by the settlement
agreement.  The  Company  has elected not to accrue any liability for the 60,000
shares of common stock, which had a fair market value of approximately $2,815 at
December  31,  2001.



                                       15
<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                            DECEMBER 31, 2001AND 2000
                            -------------------------


NOTE  11     FINANCIAL  RESULTS  AND  LIQUIDITY
             ----------------------------------

As  of  December  31,  2001,  the  Company had a cash balance of $7,316 which is
$3,128,783  less  than  it's  current  liabilities  of  $3,136,099.  Since  its
inception,  the Company has had significant operating losses and working capital
deficits  aggregating  $8,491,736.  The  Company's  continued existence has been
dependant  on  cash  proceeds received from the sale of its common stock and the
willingness  of  vendors  to  accept  stock  in  lieu of cash payments for their
services.  Employees have also accepted deferrals of wage payments.  The Company
hopes  to  reverse this trend by generating cash inflows through the sale of new
products.  To  accomplish  this  objective,  the  Company  will  require working
capital  to satisfy current operating expenses, and to produce inventory, during
the  interim  period preceding such time, if ever, that the revenue cycle begins
generating  cash.

To  market  and  generate  sales  of  its products, the Company has entered into
various distribution agreements over the years.  As of December 31 2001, none of
the  distribution  agreements  has  resulted  in  any sales for the Company. The
impact  of  any  current or future distribution agreements on the Company's cash
flow  is  uncertain.  There is no guarantee that cash generated from new product
sales will occur, or be sufficient to fund operating costs which can be expected
to  increase  as  the  Company  "ramps  up"  for  manufacturing and distribution
activities.  There  also  is  no  assurance that the Company will continue to be
able to finance operations through the sale of its common stock, the exchange of
stock for services or from the proceeds of unsecured loans with private lenders.



NOTE  12     FINANCIAL  CONSULTING  AND  PUBLIC  RELATIONS  AGREEMEMT
             --------------------------------------------------------

On  June  26,  2001,  the  Company  entered  into  an agreement with Continental
Management Group, Inc. (CMGI) whereby CMGI will provide financial consulting and
public  relations  services  to APPI.  The agreement is for a period of one year
commencing  on  July  1,  2001  but is cancelable by either party on thirty days
written  notice.  Compensation  under  this  agreement  includes the issuance of
3,000,000  shares  of  common  stock over the duration of the agreement in equal
monthly  installments.  Additionally,  upon  commencement  of  services, 500,000
shares  of  common  stock,  and options to purchase 500,000 additional shares at
$.025  per  share,  are  to  be  issued  to  CMGI.  This contract was terminated
effective  December  3,  2001.









                                       16

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                            DECEMBER 31, 2001AND 2000
                            -------------------------


NOTE  13     PRIOR  PERIOD  ADJUSTMENTS
             --------------------------

Reclassification  of  purchase  of  formulation  and  manufacturing  process
----------------------------------------------------------------------------

On  July 16, 1999, the Company entered into a Technology Purchase Agreement with
C.J.  Lieberman  (brother of the current President) whereby the Company acquired
exclusive  rights  and  interest  to  a  thirteen-step  process,  which utilizes
virtually  the  whole  of  the  nutrients  found in plants to manufacture herbal
dietary  supplements.  The  purchase  price  for the process includes 18,000,000
shares  of  the  Company's  common stock issuable in two phases.  As of December
2000,  none of the stock related to this agreement has been issued.  The Company
accrued $1,440,000, in anticipation of issuing 12 million shares that became due
in  2000 per the agreement.  This amount, which represents the fair market value
of  the  stock  when it became due under the agreement was included in "Research
and  Development"  costs  in 2000 and "Accrued Expenses Payable" at December 31,
2000.

On  February  28, 2000 the Company entered into an Asset Purchase Agreement with
Dr.  Leonard  Bielory  (Chairman  of the Board of Directors of APPI) whereby the
Company  acquired  the  exclusive  rights  and  interest  to  allergy  and sinus
formulations  ("Assets").  The  purchase  price  includes  options  to  purchase
18,000,000  shares  of the Company's common stock at an aggregate exercise price
of  $180.  The  options  are  to  be  issued in two phases.  The first phase was
completed  in  2000  and the required options to purchase 12 million shares were
issued  during  the  fourth  quarter  of 2000.  The fair value of the 12 million
share  options  was  $1,079,880  and  was included in "Research and Development"
expense  in  the  2000  income  statement.

During  the  fourth  quarter  ending  December 31, 2000, the Company expensed as
research and development, the combined cost of $2,519,880 for the asset purchase
agreements  with  Dr. Leonard Bielory and C.J. Lieberman.  The Company corrected
the  error  and  capitalized  such  costs  as  intangible  assets,  subject  to
amortization.  The effect of the restatement was to reduce costs of research and
development  as  reported  on  December  31,  2000  from  $2,615,630 to $95,750.

Additionally, the Company recorded approximately $42,000 of amortization for the
same  period.  The  effect of the correction was to reduce the net loss reported
for  the  year  ended December 31, 2000 from $4,778,734 ($.04 loss per share) to
$2,300,854  ($.02  loss  per  share).










                                       17
<PAGE>

Item  8.     Changes  in  and  Disagreements  with Accountants on Accounting and
Financial  Disclosures

     None

PART  III

Item  9.     Directors  and  Executive  Officers  of  the  Registrant

Directors  and  Executive  Officers  of  Advanced  Plant  Pharmaceuticals,  Inc.

Name                         Age          Position
-------------               -----         --------
David  Lieberman              39          President  and  Director

Dr.  Leonard  Bielory         47          Chairman and Scientific Director

     David  Lieberman has served as President of the Company since July 1, 1996,
and  as  a member of its Board of Directors since June 1996.  Since 1991, he has
worked  in  the offices of the Chief Rabbi of Bnai Brak, Israel.  He also serves
as  a  consultant  for Osem Industries, Inc., an international food conglomerate
located  in  Israel.

     Leonard  Bielory,  M.D.  serves  as Chairman and Scientific Director of the
Company.  Dr.  Bielory  is  presently  the  Director of the Division of Allergy,
Immunology  and  Rheumatology  and is the Director of the Division of Asthma and
Allergy at the New Jersey Medical School where he is also an Associate Professor
of Medicine, Pediatrics and Ophthalmology. Dr. Bielory serves as the Chairman of
the Board and President of the University Physician Associates -- the New Jersey
Medical School Faculty Practice. Dr. Bielory currently serves as a consultant on
allergy  and immunology to Newark Beth Israel Hospital, Newark, NJ, and to Saint
Barnabas  Medical  Center,  Livingston,  NJ.

     All directors hold office until the next annual meeting of stockholders and
the  election  and  qualification of their successors. Directors receive no cash
compensation  for  serving on the Board of Directors other than reimbursement of
reasonable  expenses  incurred  in  attending  meetings.

EXECUTIVE  OFFICERS

     Officers  are  elected  annually by the Board of Directors and serve at the
direction  of  the  Board  of  Directors.  The Company's two executive officers,
David  Lieberman  and  Dr.  Leonard  Bielory  are also directors of the Company.
Information  with  regard  to  such persons is set forth above under the heading
"Nominees."  On  April  7, 2000, Mr. Barry Clare resigned as the Company's Chief
Operating  Officer.  He  remains  an  employee  of  the  Company.

THE  COMMITTEES

     The  Board  of  Directors does not have a Compensation, Audit or Nominating
Committee,  and  the  usual  functions  of  such committees are performed by the
entire  Board  of  Directors.
                                        8
<PAGE>
Item  10.     Executive  Compensation

     The  Employment  Agreement  with  Mr.  David  Lieberman  as  the  Company's
president  expires  in  June  2002.  The  employment  agreement  provides  for
employment  on  a  full-time  basis  and  contains  a  provision  that Mr. David
Lieberman  will not compete or engage in a business competitive with our current
or  anticipated business until the expiration of his agreement.  Pursuant to the
agreement,  we will pay Mr. David Lieberman a base salary of $135,000 per annum,
a  portion  of  which  is  deferred,  and have granted him a five-year option to
purchase  750,000  shares  of  our common stock at an exercise price of $.01 per
share.  In  1999,  we  had  issued Mr. Lieberman 17 million shares of our common
stock  as  partial  payment  against  accrued  salary  payable  to  him.

     Dr.  Leonard  Bielory  is  employed to serve as our Chairman and Scientific
Director.  Pursuant  to the terms of this agreement, we pay to Dr. Bielory, on a
monthly basis, the $126,000 that we owe to him for accrued consulting fees. This
agreement  is  for  a  period  of  two years and we will pay Dr. Bielory monthly
compensation  consisting of $500 per month, with an extra payment dependant upon
our  net profits.  In addition, the 1999 agreement granted Dr. Bielory an option
to  purchase  12,000,000  shares  for  his products that he sold to the Company,
which  he  has  exercised, plus another option to purchase 6,000,000 shares once
the  product  is marketed, for a total of 18,000,000.  Dr. Bielory exercised his
option  to  purchase the 12,000,000 shares in or about November 2000, which were
delivered in April 2001.  We have also granted Dr. Bielory a five-year option to
purchase  750,000  shares of our common stock at an exercise price of $.4375 and
upon  signing  of his employment agreement we agreed to issue 225,000 restricted
shares  of  our  common  stock  to  him  in  the  year  2000.

TABLE
                                                     OTHER  ANNUAL
NAME  AND PRINCIPAL POSITION   YEAR   SALARY  ($)   COMPENSATION($) OPTIONS(#)
-------------------------------------------------------------------------------
David  Lieberman               2001     $135,000  (4)     $30,000
Chief  Executive  Officer      2000     $135,000  (1)
                               1999     $135,000  (2)     $30,000(3) 750,000(3)

---------------
(1)     Of the $135,000 owed to Mr. Lieberman as salary for this period, $14,000
was  paid  to him and the remaining $121,000 has accrued to him, leaving a total
of  $299,000  due  but  not  yet  paid.

(2)     Of  the  $135,000  owed to Mr. Lieberman as salary for 1999, $19,000 was
paid  to him and the remaining $116,000 has accrued to him, but has not yet been
paid.

(3)     The  market  value  of the Company's Common Stock at the time the option
was  granted  to  Mr.  Lieberman  was  $.05 per share, resulting in Other Annual
Compensation  to  Mr.  Lieberman  of  $30,000.

(4)     Of the $135,000 owed to Mr. Lieberman as salary for the period, $100,000
was  paid  through  the issuance of 8,000,000 shares of common stock, which also
included a $30,000 bonus.  The  total balance outstanding for accrued salry owed
to  Mr.  Lieberman  as  of  December  31,  2001,  $424,500.
                                        9
<PAGE>
     The  Company  has  a consulting Agreement with C.J. Lieberman.  Pursuant to
said Agreement, he is to receive options to purchase 750,000 shares.  His duties
are  to  consult  with  the  Company  on  the  acquisition of new pharmaceutical
products,  marketing  and general business advice for expansion of marketing and
other  various  needs  of  the  Company  in  connection  with the pharmaceutical
industry.


Item  11.     Security  Ownership  of  Certain  Beneficial Owners and Management

     The  following  table  sets forth certain information as of the filing date
concerning the beneficial ownership of the Common Stock, (i) by each stockholder
who  is  known  by  the  Company  to  own  beneficially  in  excess of 5% of the
outstanding  Common  Stock;  (ii)  by  each  director;  (iii)  by each executive
officer;  and (iv) by all executive officers and directors as a group. Except as
otherwise  indicated,  all  persons  listed below have (i) sole voting power and
investment  power  with  respect  to their shares of Common Stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and  beneficial  ownership  with  respect  to  their  shares  of  Common  Stock.


Name  of  Beneficial          Amount  and  Nature               Percent of Class
Owner  (3)               of  Beneficial  Ownership  Common  (1)     Common  (5)
--------------------     ----------------------------------      ---------------
David  Lieberman               29,870,000(2)                        14.5%
37  Harotem  Street
Ashdod,  Israel  77572

Dr.  Leonard  Bielory          20,260,000(3)                         9.8%
400  Mountain  Avenue
Springfield,  NJ  07081

Ezriel  Silberberg             20,316,667                            9.8%
c/o  Justman
4614  Tenth  Avenue
Brooklyn,  New  York  11219

Officers  and  Directors  and
other  5%  owners
as  a  group  (3  persons)     70,446,667(2)(3)                      34.1%

---------------
(1)     The  number  of shares of Common Stock beneficially owned by each person
or  entity  is  determined  under  the  rules  promulgated by the Securities and
Exchange  Commission  (the "Commission"). Under such rules, beneficial ownership
includes  any  shares as to which the person or entity has sole or shared voting
power or investment power. The percentage of the Company's outstanding shares is
calculated  by  including among the shares owned by such person any shares which
such  person  or  entity has the right to acquire within 60 days after April 18,
2001.  The  inclusion  herein  of  any shares deemed beneficially owned does not
constitute  an  admission  of  beneficial  ownership  of  such  shares.

(2)     Does  not include (i) 1,950,000 shares which Mr. Lieberman has the right
to  acquire  upon exercise of stock options; (ii) 12,000,000 shares to which Mr.
Lieberman's  brother,  C.J.  Lieberman,  was  to  be issued pursuant to an Asset
Purchase  Agreement,  dated  June  10,  1999,  and  authorized  by  the Board of
Directors  on September 6, 2000, but to this date has not been issued; and (iii)
1,050,000 shares which C.J. Lieberman has the right to acquire upon the exercise
of  stock  options  issued  to  him  as  partial consideration for his acting as
President  of,  and  as  a  consultant  to,  the  Company.

(3)     Does  not  include  the  options  to purchase 6,000,000 shares which Dr.
Bielory  has  the  right  to  acquire  upon  the  exercise  of  options granted.
                                       10
<PAGE>

Item  12     Certain  Relationships  and  Related  Transactions

During 2001, the Company issued 70,098,815 shares of its common stock to certain
inside  individuals and other related parties, to satisfy various liabilities of
the  Company  as  follows:

NUMBER OF SHARES    FAIR VALUE          DESCRIPTION
----------------    ----------          -----------

10,000,000          $  350,000         Payment of accrued salary payable to CJ
                                       Lieberman  from  prior  years  for  his
                                       past  service  as  President

8,000,000           $  130,000         Dr. Leonard Bielory - Bonus and accrued
                                       salaries.

                                       David  Lieberman -  Bonus  and  accrued
8,000,000           $  130,000         salaries.

11,060,606          $  139,606         Payment  of employee  bonus and accrued
                                       salary  to  Sam  Berkowitz.

11,038,209          $  195,720         Payment of  various consulting fees and
                                       other Operating  expenses.

10,000,000          $  200,000         Payment  for  various loans and accrued
                                       expenses.

12,000,000          $1,079,880         Exercise of Stock Options by Dr. Leonard
                                       Bielory


Part  IV

Item  13.     Exhibits,  Consolidated  Financial  Statements,
               Schedules  and  Reports  on  Form  8-K

(a)  The  following  documents  are  filed  as  part  of  this  report:

     (1)(2) CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

                                       11
<PAGE>
     A  list  of  the  Consolidated  Financial  Statements filed as part of this
Report is set forth in Item 8 and appears at Page F-1 of this Report; which list
is  incorporated herein by reference.  The Financial Statement Schedules and the
Report  of  Independent  Auditors  as  to  Schedules  follow  the  Exhibits.

     (a)(3)  EXHIBITS.

     All  of  the  items below are incorporated by reference to the Registrant's
General
Form  10SB  and  amendments  for Registration of Securities as previously filed.

                       EXHIBITS  AND  SEC  REFERENCE  NUMBERS


Number             Title  of  Document
------            -----------------------
     2(a)          Certificate  of  Incorporation  (2)
     2(b)          Agreement  and  Plan  of  Merger  (2)
     2(c)          By-Laws  (2)

(1)     Filed  Herewith.
(2)     Filed  as  exhibits  to  Form  10-SB,  dated,  July  23,  1999


(b)     Reports  on  Form  8-K
None


SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

Date:          May  6,  2002          By:  /s/  David  Lieberman
                                      ----------------------------
                                           David  Lieberman
                                           President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below by the following persons on behalf of the Registrant in
the  capacities  and  on  the  dates  indicated.

     DATE                              SIGNATURE  /  TITLE


Date:     May  6,  2002          By:  /s/  Dr.  Leonard  Bielory
                                 ----------------------------
                                 Dr.  Leonard  Bielory,
                                 Chairman  of  the  Board  of  Directors

Date:     May  6,  2002          By:  /s/  David  Lieberman
                                   ----------------------------
                                   David  Lieberman
                                   Director


                                       12