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

                                 FORM 10-KSB/A

(MARK ONE)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM                TO

                         COMMISSION FILE NUMBER 0-30256

                      ADVANCED PLANT PHARMACEUTICALS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
DELAWARE                                                                           59-2762023
(STATE OR OTHER JURISDICTION OF                                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                                            IDENTIFICATION NO.)

43 WEST 33RD STREET
NEW YORK, NEW YORK                                                                      10001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                           (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 695-3334

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: N/A

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

<TABLE>
<S>                                            <C>
TITLE OF CLASS                                                   EXCHANGE ON WHICH REGISTERED
COMMON STOCK                                                  OVER-THE-COUNTER BULLETIN BOARD
$.007 PAR VALUE
</TABLE>

     Indicate by check mark whether the Registrant (1) has 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  [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B sec.228.405 of this chapter is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.  [ ]

     The number of shares outstanding of the Registrant's common stock is
108,499,506 (as of March 23, 2000). The aggregate market value of the voting
stock held by nonaffiliates of the Registrant was approximately $37,741,277 (as
of March 24, 2000), based upon a closing price of the Company's Common Stock on
the over-the-counter bulletin board on such date of $0.45.

                      DOCUMENTS INCORPORATED BY REFERENCE

     None.
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                      ADVANCED PLANT PHARMACEUTICALS, INC.

                    INDEX TO ANNUAL REPORT ON FORM 10-KSB/A
               FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                             ITEMS IN FORM 10-KSB/A

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FACING PAGE                                                     PAGE
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PART I
  Item 1.  Business.........................................    None
  Item 2.  Properties.......................................    None
  Item 3.  Legal Proceedings................................    None
  Item 4.  Submission of Matters to Vote of Security
     Holders................................................    None

PART II
  Item 5.  Market for the Registrant's Common Equity and
     Related Stockholder Matters............................    None
  Item 6.  Management's Discussion and Analysis or Plan of
     Operations.............................................    None
  Item 7.  Financial Statements.............................    None
  Item 8.  Changes in and Disagreements with Accountants on
           Accounting and   Financial Disclosure............    None

PART III
  Item 9.  Directors, Executive Officers, Promoters and
           Control Persons; Compliance With   Section 16(a)
           of the Exchange Act..............................    None
  Item 10. Executive Compensation...........................       1
  Item 11. Security Ownership of Certain Beneficial Owners
     and Management.........................................       4
  Item 12. Certain Relationships and Related Transactions...    None
  Item 13. Exhibits, and Reports on Form 8-K................    None
Signatures..................................................    None
</TABLE>

                                    PART III

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth certain summary information concerning the
compensation paid or accrued to the Company's Chief Executive Officer (the
"Named Officer") for each of the last three fiscal years. The Company did not
compensate any other employee during such period in excess of $100,000 per
annum.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                       STOCK
                                                        ANNUAL COMPENSATION            AWARDS
                                                  -------------------------------    ----------
                                                                   OTHER ANNUAL
      NAME AND PRINCIPAL POSITION         YEAR    SALARY ($)      COMPENSATION($)    OPTIONS(#)
      ---------------------------         ----    ----------      ---------------    ----------
<S>                                       <C>     <C>             <C>                <C>
David Lieberman.........................  1999     $135,000(1)        $30,000(2)      750,000(2)
  Chief Executive Officer                 1998      135,000(3)(4)          --              --
                                          1997      135,000(3)(5)          --              --
</TABLE>

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

(2) An option to purchase 750,000 shares of Common Stock was granted to Mr.
    Lieberman in June 1999, pursuant to his employment agreement. Such option is
    exercisable at $.01 per share. The market value of

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    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.

(3) During 1999, the Company issued to Mr. Lieberman 17,000,000 shares of its
    Common Stock, valued in the aggregate at $170,000, or $.01 per share. Such
    issuance was reimbursement to Mr. Lieberman for $67,500, $80,000 and $22,500
    of salary accrued to Mr. Lieberman for services rendered by him as the
    Company's President during 1996, 1997 and 1998, respectively, but yet
    unpaid.

(4) Of the $135,000 owed to Mr. Lieberman as salary for this period, (a) $50,000
    was paid to Mr. Lieberman in the form of an issuance to him of 800,000
    shares of Common Stock valued at the time of issuance at $.0625 per share,
    and (b) $22,500 was paid to Mr. Lieberman in the form of an issuance to him
    of a portion of the 17,000,000 shares issued to Mr. Lieberman as discussed
    in Note 3, above. The remaining $62,500 of salary due Mr. Lieberman has
    accrued to him, but has not yet been paid.

(5) Of the $135,000 owed to Mr. Lieberman as salary for this period, (a) $55,000
    was paid to him in cash, and (b) the remaining $80,000 was paid to him in
    the form of an issuance to him of a portion of the 17,000,000 shares issued
    to Mr. Lieberman as described in Note 3, above.

                       OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth certain information regarding options
exercised and exercisable during the fiscal year ended December 31, 1999 and the
value of the options held as of December 31, 1999 by the Named Officer.

<TABLE>
<CAPTION>
                                            INDIVIDUAL GRANTS
---------------------------------------------------------------------------------------------------------
(A)                                    (B)             (C)                                        (E)
                                    NUMBER OF       % OF TOTAL                (D)
                                   SECURITIES      OPTIONS/SARS                     MARKET
                                   UNDERLYING       GRANTED TO      EXERCISE OR    PRICE ON
                                   OPTIONS/SAR     EMPLOYEES IN     BASE PRICE     DATE OF     EXPIRATION
NAME                               GRANTED (#)    FISCAL YEAR(1)     ($/SHARE)      GRANT         DATE
----                               -----------    --------------    -----------    --------    ----------
<S>                                <C>            <C>               <C>            <C>         <C>
David Lieberman..................    750,000          23.07%           $.01          $.05       6/10/04
</TABLE>

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                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUE

     The following table sets forth certain information regarding options
exercisable during 1999 and the value of the options held as of December 31,
1999 by the Named Officer. The Named Officer did not exercise any options in
1999 nor did the Named Officer hold any options which were not exercisable at
December 31, 1999.

<TABLE>
<CAPTION>
                                        NUMBER OF UNEXERCISED OPTIONS    VALUE OF UNEXERCISED IN-THE-MONEY
NAME                                         AT FISCAL YEAR END            OPTIONS AT FISCAL YEAR END(1)
----                                    -----------------------------    ---------------------------------
<S>                                     <C>                              <C>
David Lieberman.......................            1,950,000                          $176,250
</TABLE>

---------------
(1) The difference between (x) the product of the unexercised options and the
    closing price of our common stock on December 31, 1999, as listed on the OTC
    Bulletin Board, less (y) the product of the unexercised options and the
    exercise price of such options.

EMPLOYMENT AGREEMENTS.

     On June 10, 1999, we renewed an employment agreement to provide for the
continued employment of Mr. David Lieberman as the Company's president. 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 in June 2002. Pursuant to the agreement, we will pay Mr. David
Lieberman a base salary of $135,000 per annum and we have granted him a five
year option to purchase 750,000 shares of our common stock at an exercise price
of $.01 per share. During 1999, we issued Mr. Lieberman 17 million shares of our
common stock as partial payment against accrued salary payable to him.

     On June 10, 1999, we entered into an employment agreement with Mr. Barry
Clare to serve as our Chief Operating Officer. Pursuant to the terms of this
agreement, we will pay Mr. Clare a base salary of $75,000 per annum and we have
granted him a five-year option to purchase 750,000 shares of our common stock at
an exercise price of $.02 per share.

     On March 15, 2000 we entered into an employment agreement with Dr. Leonard
Bielory to serve as our scientific director. Pursuant to the terms of this
agreement, we will 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 ranging from $500 to
$2,500 per month depending upon our net profits. 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.

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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information, to the best of our knowledge,
as of March 23, 2000, with respect to each person known by us to own
beneficially more than five percent (5%) of our common stock, and the name and
shareholdings of each director, executive officer and all directors and
executive officers as a group.

<TABLE>
<CAPTION>
                                                              AMOUNT AND
                                  NAME AND ADDRESS            NATURE OF
TITLE OF CLASS                    OF BENEFICIAL OWNER         BENEFICIAL OWNER(1)    PERCENT OF CLASS(1)
--------------                    -------------------         -------------------    -------------------
<S>                               <C>                         <C>                    <C>
Common Stock                      David Lieberman                 24,000,000(2)             18.1%
                                  37 Harotem Street
                                  Ashdod, Israel 77572
Common Stock                      Barry Clare                        750,000(3)                *
                                  27 Curtis Place
                                  Lynbrook, NY 11563
Common Stock                      Dr. Leonard Bielory              1,380,000(4)             1.25%
                                  400 Mountain Avenue
                                  Springfield, NY 07081
Common Stock                      Officers and Directors          26,130,000                19.4%
                                  as a group (3 persons)           (2)(3)(4)
</TABLE>

---------------
 *  Represents less than 1% of our shares of common stock outstanding.

(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 March 23, 2000. The inclusion herein of any shares
    deemed beneficially owned does not constitute an admission of beneficial
    ownership of such shares.

(2) Does not include 1,950,000 shares which Mr. Lieberman has the right to
    acquire upon exercise of stock options. On February 17, 2000, Mr. Lieberman
    voluntarily agreed not to exercise any of such options until that time that
    the stockholders of the Company agree to increase the number of shares of
    common stock that the Company is authorized to issue.

(3) Includes 750,000 shares which Mr. Clare has the right to acquire upon
    exercise of stock options.

(4) Includes 750,000 shares which Dr. Bielory has the right to acquire upon
    exercise of stock options.

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                                   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.

Dated: June 23, 2000                      Advanced Plant Pharmaceuticals, Inc.

                                          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 and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                   SIGNATURE                                     TITLE                       DATE
                   ---------                                     -----                       ----
<C>                                                 <S>                                 <C>

              /s/ DAVID LIEBERMAN                   President and Director               June 23, 2000
------------------------------------------------    (Principal Executive Officer and
                David Lieberman                     Principal Financial and
                                                    Accounting Officer)

              /s/ LEONARD BIELORY                   Chairman and Scientific Director     June 23, 2000
------------------------------------------------
                Leonard Bielory
</TABLE>

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