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 for the
                                  Fiscal Year ended December 31, 2005

      |_|   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)....$11,577

Aggregate market value of the voting stock held by non-affiliates of the
registrant at May 16, 2006, was approximately $1,209,852. As at May 12, 2006 the
number of shares issued and outstanding was 798,157,996. The closing price of
the common stock at that date was $0.0016.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) |_| Yes |X| No

<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                               Form 10-KSB - Index

                   For the Fiscal Year Ended December 31, 2005
PART I                                                                      Page

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

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters             4
Item 6.   Management's Discussion and Analysis                                 5
Item 7.   Financial Statements                                                 7
Item 8.   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosures                            7
Item 8A.  Controls and Procedures                                              8
Item 8B.  Other Information

PART III

Item 9.   Directors and Executive Officers of the Registrant; Compliance
            With Section 16(a)                                                 8
Item 10.  Executive Compensation                                               9
Item 11.  Security Ownership of Certain Beneficial Owners
            and Management                                                    10
Item 12   Certain Relationships and Related Transactions                      11

Part IV

Item 13.  Exhibits                                                            11
Item 14.  Principal Accountant Fees and Services                              12

Signatures                                                                    14

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.

                                       2
<PAGE>

                                     PART I

ITEM 1. BUSINESS

Advanced Plant Pharmaceuticals, Inc. (the "Company" or "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(TM), 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.

Our products we are currently marketing are:

o Lo-Chol - Lo-Chol's patent pending formula is derived from the "whole plant"
parts of six selected plants that work in concert to help tip your lipid balance
(good and bad cholesterol) towards a more normal level. These six plants 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.

o ACA - ACACaplets contain a carefully selected group of 11 natural plant
substances, which work in harmony to help chronic fatigue and boost normal
metabolic processes 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.

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

In January 2004, the Company acquired a 44% interest in Amazing Nutritionals,
Inc., a development stage company, whereby APPI sold Amazing all of the rights,
title, patents, trademarks, processes and related items of LHM123 which is a
natural composition for the treatment of senile dementias in consideration for
3,300,000 shares of Amazing's common stock.

In December 2004, the Company acquired a 99% interest in Mazal Plant
Pharmaceuticals, Inc. ("Mazal"), a development stage company, whereby APPI sold
Mazal all of its rights relating to or connected with developing, manufacturing
and distributing of three of its products, plant based compositions designed to
treat elevated cholesterol, leukemia and Alzheimer's disease in consideration
for 7,000,000 shares of Mazal's common stock and a receivable of $50,000. On
June 6, 2005, the Company consummated the transactions contemplated by the Share
Exchange Agreement dated as of May 2005 (the "Share Exchange Agreement") by and
among the Company, Akid Corporation ("Akid") and James B. Wiegand. Pursuant to
the Share Exchange Agreement, the Company sold its entire ownership interest in
7,000,000 shares of the common stock of Mazal to Akid. In exchange, Akid agreed
to issue to the Company 20,000,000 shares (the "Exchange Shares") of Akid's
common stock. Following the consummation of such share exchange, the Company
holds a majority of the issued and outstanding common shares of Akid, and Akid
holds a majority of the issued and outstanding common shares of Mazal. Akid
issued to the Company 17,500,000 of the Exchange Shares at the closing, and
agreed to issue the remaining 2,500,000 of the Exchange Shares upon increasing
its authorized common stock from 20,000,000 shares to 40,000,000 shares.

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.

                                       3
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company is a party to litigation or other legal
proceedings that it considers to be a part of the ordinary course of its
business. The Company is not involved currently in legal proceedings that could
reasonably be expected to have a material adverse effect on its business,
prospects, financial condition or results of operations except as set forth
below. We may become involved in material legal proceedings in the future.

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 2005.

                                       4
<PAGE>

                                    PART II

ITEM 5. MARKET OF REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

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

The Company, at May 16, 2006, had 798,157,996 shares issued and outstanding.
During the fiscal years of 2004 and 2005, the price of the shares of Common
Stock of the Company reached the following high and low for each quarter.

                                   ENDED BID PRICES
CALENDAR QUARTER                   HIGH         LOW

FISCAL YEAR 2004
March 31, 2004                    $.0400       $.0200
June 30, 2004                     $.0200       $.0100
September 30, 2004                $.0100       $.0100
December 31, 2004                 $.0100       $.0050

FISCAL YEAR 2005
March 31, 2005                    $.0100       $.0030
June 30, 2005                     $.006        $.003
September 30, 2005                $.002        $.001
December 31, 2005                 $.002        $.001

THE HOLDERS

As of May 15, 2006, there were approximately 320 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.

DIVIDENDS

It has been the policy of the Company to retain earnings, if any, to finance the
development and growth of its business.

EQUITY COMPENSATION PLANS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Plan Category                  Number of shares to be       Weighted-average exercise     Number of shares remaining
                               issued upon exercise of      price of outstanding          available for future
                               outstanding options and      options and warrants          issuance under equity
                               warrants                                                   compensation plans
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                           <C>
Approved by security holders   -0-                          N/A                           -0-
----------------------------------------------------------------------------------------------------------------------
Not approved by security       -0-                          N/A                           -0-
holders
----------------------------------------------------------------------------------------------------------------------
Total                          -0-                          N/A                           -0-
----------------------------------------------------------------------------------------------------------------------
</TABLE>

SALE OF SECURITIES THAT WERE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933

On March 1, 2004, the Company issued 64,050,000 shares of its common stock to
consultants at $0.02 per share. The aggregate remuneration of $1,281,000 has
been treated as stock based compensation and expensed in the current year.

In connection with a private placement, on March 1, 2004 the Company issued
3,000,000 shares of its common stock at $0.02 per share realizing $60,000.

On March 1, 2004, the Company issued 25,000,000 shares of its common stock at
$0.02 per share as payment of $500,000 against a loan payable.

On July 23, 2004, the Company issued 1,500,000 shares of its common stock to
consultants at $0.01 per share. The aggregate remuneration of $15,000 has been
treated as stock based compensation and expensed in the current year.

                                       5
<PAGE>

In connection with a private placement, on July 23, 2004 the Company issued
1,000,000 shares of its common stock at $0.01 per share realizing $10,000.
Additionally, the Company issued 1,000,000 common stock warrants at $0.03 per
share to the investor in connection with the private placement. Each warrant is
entitled to purchase one share of common stock.

In connection with a private placement, on August 30, 2004 the Company issued
3,000,000 shares of its common stock at $0.005 per share realizing $15,000.

On February 1, 2005, the Company issued 1,250,000 shares of preferred stock to
each David Lieberman and CJ Lieberman for services rendered to the Company.

* All of the above offerings and sales were deemed to be exempt under rule 506
of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited number of persons, all of whom were
accredited investors, business associates of the Company or executive officers
of the Company, and transfer was restricted by the Company in accordance with
the requirements of the Securities Act of 1933. In addition to representations
by the above-referenced persons, we have made independent determinations that
all of the above-referenced persons were accredited or sophisticated investors,
and that they were capable of analyzing the merits and risks of their
investment, and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to
our Securities and Exchange Commission filings.

Except as expressly set forth above, the individuals and entities to whom we
issued securities as indicated in this section of the registration statement are
unaffiliated with the Company.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

From time to time, including herein, we may publish "forward looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
or variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions. Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in such forward looking statements. The Company undertakes no
obligation to update publicly any forward looking statements, whether as a
result of new information, future events or otherwise.

GENERAL

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.

Our products we are currently marketing are:

o Lo-Chol - Lo-Chol's patent pending formula is derived from the "whole plant"
parts of six selected plants that work in concert to help tip your lipid balance
(good and bad cholesterol) towards a more normal level. These six plants 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.

o ACA - ACACaplets contain a carefully selected group of 11 natural plant
substances, which work in harmony to help chronic fatigue and boost normal
metabolic processes 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.

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

RESULTS OF OPERATIONS RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

Revenues for the year ended December 31, 2005 were $11,577 as compared to
$54,964 for the year ended December 31, 2004, which represents a decrease of
$43,387. This decrease in revenues from the prior year is primarily due a
decrease in marketing due to the lack of funding.

                                       6
<PAGE>

COSTS AND EXPENSES

Cost and expenses for the year ended December 31, 2005 were $5,590,232 as
compared to $3,779,562 for the year ended December 31, 2004, an increase of
$1,810,670. This increase was primarily due to an increase in the issuance of
stock for services which was off set by an increase in cost of good sold,
selling general and administrative expenses and an impairment loss.

NET LOSS AND NET LOSS PER SHARE

Our net loss and net loss per share was $4,940,394 and $0.01 for the year ended
December 31, 2005, as compared to $3,721,598 and $0.01 for the year ended
December 31, 2004, an increase of $1,218,796. This increase was due primarily to
an increase in the issuance of stock for services.

OTHER MATTERS

We do not anticipate any material capital expenditures and believe that any such
expenditures will be in the natural course of our business. We do not have any
significant elements of income or loss that do not arise from our continuing
operations and our business is not seasonal. We believe that the impact of
inflation on our operations since our inception has not been material.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005, we had working capital deficiency of $3,282,188 as
compared with $3,288,393 at December 31, 2004, which has relatively stayed
unchanged.

If we need to obtain capital, no assurance can be given that we will be able to
obtain this capital on acceptable terms, if at all. In such an event, this may
have a materially adverse effect on our business, operating results and
financial condition. If the need arises, we may attempt to obtain funding
through the use of various types of short term funding, loans or working capital
financing arrangements from banks or financial institutions.

ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

(a) On March 11, 2003, the Company was officially notified by its Independent
Auditor, Michael C. Finklestein, C.P.A., that it had resigned as the Independent
Auditor of the Company. The Board of Directors accepted the resignation as of
March 11, 2003. During his tenure, Michael C. Finklestein, C.P.A., issued
reports on the Company's financial statements up to December 31, 2001, that
neither contained an adverse opinion or disclaimer of opinion however, their
report was qualified as to the uncertainty of a going concern.

During the period of his engagement and for the period of the two most recent
fiscal years and any subsequent interim period preceding this action, there was
no disagreement between the Company and Michael C. Finklestein, C.P.A. on any
matter of accounting principals or practices, financial statement disclosure or
audit scope and procedure, which disagreement(s), if not resolved to the
satisfaction of Michael C. Finklestein, C.P.A., would have caused them to make
reference to the subject matter of the disagreement in connection with its
opinion.

During the period of his engagement, Michael C. Finkelstein, C.P.A., advised the
the Company that the internal controls necessary to develop reliable financial
statements did not exist. The disclosure contained herein has been submitted to
Michael C. Finklestein, C.P.A. for its review and for it to have an opportunity
to comment on the disclosure.

(b) Effective March 11, 2003, Livingston, Wachtell & Co., LLP, had been retained
as independent auditor of the Company. Prior to the engagement, the Company did
not consult with Livingston, Wachtell & Co., LLP regarding the application of
accounting principles to a specified transaction, or the type of audit opinion
that may be rendered with respect to the Company's financial statements, as well
did not consult with Livingston, Wachtell & Co. LLP. As to the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on the Company's financial
statements and either written or oral advice was provided that was an important
factor considered by the small business issuer in reaching a decision as to the
accounting, auditing or financial reporting issue.

(c) On September 15, 2004, the Board of Directors of the Company was notified by
Livingston, Wachtell & Co., LLP ("Livingston") that it was resigning as its
independent registered public accountants. On November 15, 2004, the Company
engaged the firm of Meyler & Company, LLC ("Meyler"), to serve as its
independent public accountants for the fiscal year ending December 31, 2004.

                                       7
<PAGE>

During the last two fiscal years ended December 31, 2003 and December 31, 2002
and through September 15, 2004, (i) there were no disagreements betweenthe
Company and Livingston on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Livingston would have caused Livingston to make
reference to the matter in its reports on the Company's financial statements,
(ii) Livingston's reports on the Company's financial statements included an
explanatory paragraph wherein they expressed substantial doubt about the
Company's ability to continue as a going concern, and (iii) Livingston's reports
on the Company's financial statements did not contain an adverse opinion or
disclaimer of opinion, or was modified as to uncertainty, audit scope or
accounting principles. During the two most recent fiscal years ended December
31, 2003, there were no reportable events as the term described in Item
304(a)(1)(v) of Regulation S-K.

During the two most recent fiscal years and through November 15, 2004, the
Company has not consulted with Meyler regarding either:

1. the application of accounting principles to any specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice was provided that Meyler concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or

2. any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instruction to Item 304 of
Regulation S-K, or a reportable event, as that term is explained in Item
304(a)(1)(v) of Regulation S-K.

On December 20, 2004, the Company provided Livingston with a copy of the
disclosures it is making in response to Item 4.01 on this Form 8-K, and has
requested that Livingston furnish it with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above statements.

ITEM 8A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and principal financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal year that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B. OTHER INFORMATION

None.

                                       8
<PAGE>

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                     41              CEO, President and
                                                    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.

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 sole executive officer David
Lieberman is also the sole director of the Company. On March 18, 2003, Dr.
Belory resigned as the Chairman of the Board of Directors 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. The board of directors have determined that at
present the Company does not have an audit committee financial expert. The Board
believes that the members of the Board of Directors are collectively capable of
analyzing and evaluating the Company's financial statements and understanding
internal controls and procedures for financial reporting. In addition, the
Company has been seeking and continues to seek an appropriate individual to
serve on the Board of Directors and the Audit Committee who will meet the
requirements necessary to be an independent financial expert.

CODE OF ETHICS

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's executive officers and
directors and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of their ownership thereof and
changes in that ownership with the Securities and Exchange Commission ("SEC")
and the National Association of Securities Dealers, Inc. Executive officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all such reports they file.

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2004, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that, during fiscal year 2004, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934
except that CJ Lieberman and David Lieberman failed to file the required
reports.

ITEM 10. EXECUTIVE COMPENSATION

The following table summarizes all compensation paid by us with respect to the
fiscal year ended December 31, 2005 paid by us to our President, and all other
executive officers whose total cash compensation exceeded $100,000 in the fiscal
year ended December 31, 2005 (collectively, the "Named Executive Officers").

                                       9
<PAGE>

<TABLE>
<CAPTION>
TABLE
                                                                                    OTHER ANNUAL
NAME AND PRINCIPAL POSITION                 YEAR     SALARY ($)   COMPENSATION($)    OPTIONS(#)
--------------------------------            ----     ------------ ---------------   -----------
<S>                                         <C>      <C>          <C>               <C>
David Lieberman                             2005     $ 56,000 (1)
  Chief Executive Officer                   2004     $ 56,000 (1)
                                            2003     $ 56,000 (1)
</TABLE>

(1) All has been accrued but not paid.

EMPLOYMENT AND OTHER AGREEMENTS

The Company entered into an letter agreement with Mr. David Lieberman as the
Company's president in January 2003. The employment agreement provided 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 are obligated to pay Mr. David Lieberman a base salary of $56,000
per annum plus expenses for 2003. Mr. Lieberman's base salary returned to
$135,000 in January 2004.

The Company has a consulting Agreement with C.J. Lieberman, the brother of our
sole officer and director. 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,

o     by each stockholder who is known by the Company to own beneficially in
      excess of 5% of the outstanding Common Stock;
o     by each director;
o     by each executive officer; and
o     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.

<TABLE>
<CAPTION>
Name and Address                        Amount and Nature
of Beneficial                       of Beneficial Ownership                    Percent of Class
Owner                            Common(3)             Preferred(2)(3)     Common(4)        Preferred(5)
--------------------------   -------------------       ------------        ------       ---------------
<S>                           <C>                         <C>               <C>                 <C>
David Lieberman (1)           42,000,000                  2,500,000         *                   50%
C.J. Lieberman                25,000,000                  2,500,000         *                   50%

All Executive Officers        42,000,000                                    *
and Directors as a Group
(1 person)
</TABLE>

* Less than one percent

1. Officer and/or Directors of the Company. The address of each executive
officer and/or director is c/o the Company at 43 West 33rd Street, New York, New
York 10001.

2. Series A Preferred Stock shall have one vote per share as it relates to the
Series A Preferred Stock and 150 votes as it related to the common stock of the
Corporation, giving the preferred shareholders of the Corporation control over
any vote of the common stock holders.

3. The securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the rules and
regulations promulgated under the Securities Exchange Act of 1934. Beneficially
owned securities may include securities owned by and for, among others, the
spouse and/or minor children of an individual and any other relative who has the
same home as such individual. Beneficially owned securities may also include
other securities as to which the individual has or shares voting or investment
power or which such person has the right to acquire within 60 days pursuant to
the conversion of convertible equity, exercise of options, or otherwise.
Beneficial ownership may be disclaimed as to certain of the securities.

4. The foregoing table is based upon 798,157,996 shares of common stock
outstanding as of May 15, 2006, assuming no other changes in the beneficial
ownership of the our securities.

5. The foregoing table is based upon 5,000,000 shares of preferred stock
outstanding as of May 15, 2006, assuming no other changes in the beneficial
ownership of the our securities.

                                       10
<PAGE>

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At various dates throughout 2003, the sole director, of the Company, Mr. David
Lieberman, authorized the issuance of 204,725,682 shares of the Company's common
stock for consulting services. The Director issued this stock to various
consultants for professional services rendered to the Company during 2003 and
prior years. Of this total, 201,034,302 was issued to related party consultants.
The total shares issued to Mr. C.J Lieberman ("Related Consultant"), the brother
of David Lieberman, during 2003, was 71,500,000 shares, for services rendered in
2003 and prior years. The total consulting expense was $2,556,654 to related
parties. The value of the consulting services was determined by management to be
the market value of the stock, at the time of each board resolution to issue the
stock.

On July 16, 1999, the Company entered into a Technology Purchase Agreement
("Agreement") with the Related Consultant whereby the Company acquired exclusive
rights and interests to a thirteen-step manufacturing process, which utilizes
virtually all of the nutrients found in certain plants needed to manufacture
herbal dietary health supplements. The purchase price to the Related Consultant,
for the thirteen-step process was 18 million shares of the Company's common
stock, which was to be issued to him in two phases. In 2001, the agreement
called for 12 million shares of the Company's stock to be issued at the first
phase. As of December 2003 and 2002, none of the stock related to this Agreement
had been issued. The Company, therefore, accrued in 2000, $1,440,000, which was
managements' determination of the common stock value of the 12 million shares at
the time of the agreement, in anticipation of issuing the common stock shares to
the Related Consultant. Due to the asset impairment, discussed below, no further
liability was recorded on the remaining value of the 6,000,000 shares not
issued. As partial satisfaction of the amount owed to the Related Consultant, in
the first quarter of 2004, the Company issued 25,000,000 shares of common stock
to the Related Consultant.

In addition, the Company agrees to pay to the Related Consultant a royalty
payment of $.01 per bottle plus, 1% of the Company's suggested retail price plus
10% 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, the agreement must
unconditionally provide for payment to the Company of not less than $20 million.
Upon receipt of the sale proceeds by the Company, the Company shall issue to the
Related Consultant 5 million shares for each $20 million paid to the Company,
not to exceed 25 million shares. Revenues to date have been insignificant and no
payments or stock issuances to the Related Consultant have been made to date.

Upon the resignation of C.J. Lieberman (the Related Consultant) as President in
1996, the Company retained him 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.
These options expired in June 2004. In addition to the $108,000 consulting
expense pursuant to the consulting contract, the Related Consultant received
$26,500,000 and 71,500,000 shares of common stock in payment for services
rendered valued at $540,500 and $1,835,000 during the years ended December 31,
2004 and 2003, respectively. The balance due the Related Consultant at December
31, 2004 was $73,600. There was no balance due at December 31, 2003.

The Director of the Company advanced to the Company cash and paid expenses on
behalf of the Company. The Director has an employment agreement with the Company
dated June 10, 1999, which provides for an annual base salary of $135,000,
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 $0.01 per share. These options expired in
June 2004, see Note I. The balance due the Director at December 31, 2004 and
2003 was $564,249 and $425,533, respectively.

On January 2, 2004, the Company and Amazing Nutritionals, Inc., a company of
which CJ Lieberman, the brother of David Lieberman, is an officer, director and
shareholder, entered into an asset purchase agreement with the Company whereby
the Company sold Amazing Nutritionals all rights, title, patents, trademarks,
processes and related items of LHM123, which is a natural composition for the
treatment of senile dementias in consideration for 3,300,000 shares of common
stock of Amazing Nutritionals.

During 2003, a stockholder loaned the Company $620,000 for working capital.
During 2004, the Company issued 25,000,000 shares of common stock to the
stockholder to reduce the debt by $500,000. The balance due the stockholder at
December 31, 2004 and 2003 was $120,000 and $620,000, respectively.

In March 2003, the Company issued 83,350,000 shares of common stock for services
to Barry Clare, Sam Berkowitz, Mark Cooper, Tele-V LLC, Elliot Eauer, Michael
Krome, Michael Finklestein, Aman Llassan Bhatti and CJ Lieberman. The services
were valued at $833,500.

In March 2003, the Company issued 2,500,000 shares of preferred stock to David
Lieberman and CJ Lieberman in consideration for funds in the amount of $1,750.

In April 2003, the Company issued 85,000,000 shares of common stock for
reduction of debt to CJ Lieberman and Erziel Silberberg. The debt was valued at
$425,000.

In April 2003, the Company issued 51,000,000 shares of common stock for services
to David Lieberman, Sam Berkowitz and Barry Clare. The services were valued at
$510,000.

In May 2003, the Company issued 21,875,682 shares of common stock for services
to Barry Clare, Sam Berkowitz, Jack Biemfeld, Barry Ginsburg, CJ Lieberman,
Larry Farkash, Goel Appel, Vintage Filings LLC, Yosef Tzairi and Consulting
Solutions Group. The services were valued at $656,270.

                                       11
<PAGE>

In August 2003, the Company issued 10,000,000 shares of common stock for
services to CJ Lieberman. The services were valued at $200,000.

In September 2003, the Company issued 19,500,000 shares of common stock for
services to CJ Lieberman, Barry Clare and Sam Berkowitz. The services were
valued at $585,000.

In November 2003, the Company issued 19,000,000 shares of common stock for
services to CJ Lieberman. The services were valued at $760,000.

On February 20, 2000, the Company entered into an asset purchase agreement with
Dr. Leonard Bielroy (Chairman of the Board of Directors of APPI who resigned in
2003) whereby the Company acquired the exclusive rights and interest to allergy
and sinus formulations he developed ("Assets"). The purchase price included
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 options, for 12,000,000 shares of
common stock, required to purchase the assets were issued in 2000. The fair
value of the 12,000,000 shares, as determined by management, was $1,079,880 and
is included in intangible assets.

In addition, the Company agrees to pay Dr. Bielroy a royalty payment of $0.01
per bottle plus, 1% of the Company's suggested retail price of each product
sold, plus 10% of the Company's net profits from the sale of products
manufactured with these Assets. In the event the Company enters into an
agreement with a third party for the sale of products manufactured with these
assets, the agreement must unconditionally provide for payment to the Company of
not less than $20,000,000 either in lump sum or over a period of four years.
Upon receipt of the sale proceeds by the Company, the Company shall issue to Dr.
Bielroy 5,000,000 shares for each $20,000,000 paid to the Company, not to exceed
25,000,000 shares. During the years ended December 31, 2004 and 2003 royalty
expense amounted to $64 and $207, respectively.

On March 15, 2000, the Company entered into a consulting agreement with Dr.
Bielroy whereby under the terms of the agreement, the Company is required to pay
Dr. Bielroy certain monthly amounts, some contingent on the Company achieving
specified net profit levels.

During 2004, the Company paid down $20,000 of the liability due to Dr. Bielroy
by issuing 2,000,000 shares of common stock. Additionally, the Company accrued
$12,000 of interest on the loan during 2004. At December 31, 2004 and 2003 the
balance due was $110,755 and $118,691, respectively.

                                     PART IV

ITEM 13. EXHIBITS

(a) EXHIBITS.

                            NUMBER TITLE OF DOCUMENT

2.1   Certificate of Incorporation (2)
2.2   Agreement and Plan of Merger (2)
2.3   By-Laws (2)
10.1  Asset Purchase Agreement entered between the Company and Amazing
      Nutritionals, Inc.(1)
10.2  Asset Purchase Agreement entered between the Company and Mazal Plant
      Pharmaceuticals, Inc.
31.1  Certification of the Principal Executive Officer and Principal Financial
      Officer of Advanced Plant Pharmaceuticals, Inc. Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
32.1  Certification of the Principal Executive Officer and Principal Financial
      Officer of Advanced Plant Pharmaceuticals, Inc. Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.
99.1  Code of Ethics and Business Conduct of Officers, Directors and
      Employees(1)

(1) Filed as an exhibit to the Form 10-KSB filed on April 14, 2004.. (2) Filed
as exhibits to Form 10-SB, dated, July 23, 1999, as amended from time to time

                                       12
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

-----------------------------------------------------------------
      1            2            3            4            5
-----------------------------------------------------------------
FISCAL YEAR                AUDIT-RELATED               ALL OTHER
ENDING        AUDIT FEES   FEES           TAX FEES     FEES
-----------------------------------------------------------------
YEAR ENDED
DECEMBER 31,
2005           $17,500         --           --           --
-----------------------------------------------------------------
YEAR ENDED
DECEMBER 31,   $17,500         --           --           --
2004
-----------------------------------------------------------------

The following is a description of all services rendered:

AUDIT FEES - fees billed for services rendered by the auditor for the audit of
the annual financial statements and review of the quarterly financial
statements.

AUDIT-RELATED FEES - fees billed for assurance and related services by the
auditor that are reasonably related to the performance of the audit or review of
the company's financial statements and are not reported under Audit Fees.

TAX FEES - fees billed for services rendered by the auditor for tax compliance,
tax advice, and tax planning.

ALL OTHER FEES - fees billed for products and services provided by the auditor,
other than the above services.

We do not have an audit committee of our board of directors. Our board of
directors pre-approves all auditing services and non-audit services not
prohibited by law to be performed by our independent auditors. The board also
pre-approves all associated fees, except for de minimus amounts for non-audit
services, which are approved by the audit committee prior to the completion of
the audit.

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 19, 2006       By: /s/ David Lieberman
                                --------------------
                                David Lieberman
                                Chief Executive Officer, President
                                and Chief Financial Officer

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 19, 2006        By: /s/ David Lieberman
                                   --------------------
                                   David Lieberman
                                   Sole Director

                                       13
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES

                          AUDITED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2005 and 2004

Item 7. Financial Statements

                                Table of Contents

Reports of Independent Registered Public Accounting Firm                     F-1

Consolidated Balance Sheets                                                  F-2

 Consolidated Statements of Operations                                       F-3

Consolidated Statements of Cash Flows                                        F-4

Consolidated Statement of Stockholders' Deficiency                           F-6

Notes to Financial Statements                                                F-8

<PAGE>

                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748

             Report of Independent Registered Public Accounting Firm

Board of Directors
Advanced Plant Pharmaceuticals, Inc.
New York, NY

We have audited the accompanying consolidated balance sheets of Advanced Plant
Pharmaceuticals, Inc. and Subsidiaries (a Delaware corporation) as of December
31, 2005 and 2004 and the related consolidated statements of operations,
stockholders' deficiency and cash flows for the years then ended. These
consolidated 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2005 and 2004, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note A to the
consolidated financial statements, the Company has negative working capital of
$3,282,188, an accumulated deficit of $23,274,395, and there are existing
uncertain conditions which the company faces relative to its obtaining capital
in the equity markets. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters are also described in Note A. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

See also Notes D and F regarding significant related party stock transactions
for services rendered to the Company and stock issued in 2005 and 2004.

                                                  Meyler & Company, LLC

Middletown, NJ
May 16, 2006

                                      F-1
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    December 31,
                                                               2005            2004
                                                           ------------    ------------
                                     ASSETS

<S>                                                        <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents                                $     11,688    $      1,045
  Accounts receivable                                             1,188             306
  Prepaid expenses - stockholders                                31,550
                                                           ------------    ------------
      Total Current Assets                                       44,426           1,351

OFFICE EQUIPMENT, net of accumulated
  depreciation of $2,942 and $1,824 at
  December 31, 2005 and 2004, respectively                        1,411           2,529
OTHER ASSETS
  Goodwill                                                       10,406          10,406
  Due from related companies                                      9,000
  Other assets                                                    7,144           7,144
                                                           ------------    ------------
                                                                 26,550          17,550
                                                           ------------    ------------
          Total Assets                                     $     72,387    $     21,430
                                                           ============    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Bank overdraft                                           $      7,977    $      5,111
  Accounts payable                                              184,072         167,108
  Accrued expenses                                              229,794         568,983
  Accrued expenses - stockholders                             1,220,481         901,246
    Due to distributor                                          103,500
    Due to stockholder - asset acquisition                    1,315,000       1,315,000
  Loans payable - stockholders                                  369,290         228,796
                                                           ------------    ------------
      Total Current Liabilities                               3,326,614       3,289,744

DEFERRED CREDIT                                               4,776,409

STOCKHOLDERS' DEFICIENCY
  Preferred stock, authorized 10,000,000 shares;
    $0.0007 par value; 5,000,000 and 2,500,000
    shares issued and outstanding at December 31,
    2005 and 2004, respectively                                   3,500           1,750
  Common stock, authorized 880,000,000 shares; $0.0007
    par value; 798,157,996 and 748,157,996 shares
    issued and outstanding at December 31, 2005 and
    2004, respectively                                          558,711         523,711
   Additional paid-in capital                                14,681,548      14,540,226
   Accumulated deficit                                      (23,274,395)    (18,334,001)
                                                           ------------    ------------
    Total Stockholders' Deficiency                           (8,030,636)     (3,268,314)
                                                           ------------    ------------
          Total Liabilities and Stockholders' Deficiency   $     72,387    $     21,430
                                                           ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-2
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                For the Years Ended December 31,
                                                      2005             2004
                                                 -------------    -------------

REVENUE - SALES                                  $      11,577    $      54,964

COSTS AND EXPENSES
  Cost of goods sold                                     4,313          104,999
  Salaries and consulting fees - stockholders          881,638        2,747,550
  Selling, general and administrative expenses       4,683,143          497,829
  Loss on impairment of assets                          20,020          428,360
  Depreciation                                           1,118              824
                                                 -------------    -------------
      Total Costs and Expenses                       5,590,232        3,779,562
                                                 -------------    -------------

NET OPERATING LOSS                                  (5,578,655)      (3,724,598)

OTHER INCOME (EXPENSE)
  Miscellaneous income                                   3,000
  Interest expense                                         (30)
                                                 -------------    -------------

                                                           (30)           3,000
                                                 -------------    -------------

LOSS BEFORE EXTRAORDINARY ITEM                      (5,578,685)      (3,721,598)

EXTRAORDINARY ITEM:
  Forgiveness of debt, net                             638,291
                                                 -------------    -------------

NET LOSS                                         $  (4,940,394)   $  (3,721,598)
                                                 =============    =============

NET LOSS PER SHARE OF COMMON STOCK
  (basic and fully diluted)                      $        (.01)   $        (.01)
                                                 =============    =============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING (basic and fully diluted)     792,788,133      655,309,320
                                                 =============    =============

                 See accompanying notes to financial statements.

                                      F-3
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                         For the Years Ended December 31,
                                                               2005           2004
                                                          ------------    ------------
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                $ (4,940,394)   $ (3,721,598)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
    Stock based compensation                                 4,226,013       2,460,717
    Depreciation expense                                         1,118             824
    Provision for loss on impairment of assets                  20,020         428,360
    Forgiveness of debt income                                (638,291)
  Changes in assets and liabilities:
    Increase in accounts receivable                               (882)           (306)

    Decrease in inventory                                                      130,081
    Increase in prepaid expenses - stockholders                (31,550)
    (Increase) decrease in due from related companies           (9,000)         11,738
    Decrease in other assets                                                    22,000
    Increase (decrease) in accounts payable                     75,395         (64,023)
    Increase in accrued expenses                               153,671          30,849

    Increase in accrued expenses - stockholders                329,235         332,064
                                                          ------------    ------------
      Net cash used in operating activities                   (814,665)       (369,294)

CASH FLOWS FROM INVESTING ACTIVITIES

  Payments for office equipment                                                 (3,353)

  Payment for intangible asset                                  (1,020)
                                                          ------------    ------------
      Net cash used in investing activities                     (1,020)         (3,353)

CASH FLOWS FROM FINANCING ACTIVITIES
  Bank overdraft                                                 2,866           5,111
  Cash acquired in acquisition of subsidiaries                                     100
  Proceeds from loans payable -  stockholders'                 161,294          17,623
  Payments on loans payable - stockholders'                    (29,800)
  Proceeds from issuance of common stock                       691,968          85,000
                                                          ------------    ------------
      Net cash provided by financing activities                826,328         107,834
                                                          ------------    ------------

      Net increase (decrease) in cash                           10,643        (264,813)

CASH AT BEGINNING OF PERIOD                                      1,045         265,858
                                                          ------------    ------------

CASH AT END OF PERIOD                                     $     11,688    $      1,045
                                                          ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-4
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC AND SUBSIDIARIES.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                           For the Years Ended December 31,
                                                                                  2005           2004
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   nterest paid                                                               $        30

  NON-CASH INVESTING AND FINANCING ACTIVITIES

    Issuance of common stock as compensation                                    3,656,357    $ 2,460,717

    Fair market value of Mazal stock options granted recorded
      as compensation expense and deferred credit                                 569,656

    Issuance of common stock in payment of loans payable
      to stockholders                                                                            500,000

    Issuance of common stock for payment of accrued expenses                       16,500         20,000

    Cancellation of common stock upon termination of
      prepaid consulting agreement                                                               150,000

    Issuance of common stock for intangible assets (technology rights)             19,000

    Issuance of preferred stock for payment of loans payable to
      stockholder                                                                  10,000

    Issuance of preferred stock for payment of accrued expense -
      stockholder                                                                  10,000

    Issuance of Mazal common stock classified as a deferred credit              4,206,753

    Assets acquired and liabilities assumed in acquisition of subsidiaries:

      Cash acquired                                                                                  100
      Goodwill                                                                                    10,406
      Accrued expenses                                                                            (9,616)
      Loans payable - stockholders                                                                  (890)
</TABLE>

                 See accompanying notes to financial statements.

                                      F-5
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                 For the Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                 Preferred  Stock            Common Stock                 Additional
                                          ---------------------------  -----------------------------     Contributed
                                             Shares         Amount         Shares          Amount         Capital
                                         -------------  -------------  -------------   -------------   -------------
<S>                                      <C>            <C>            <C>             <C>             <C>
Balance December 31, 2003                    2,500,000  $       1,750    536,665,632   $     375,666   $  11,772,554
Adjust opening balance for new
   reserved shares on old unexchanged
   shares                                                                     25,698              18             (18)
Common stock issued January 22, 2004
   for services at $0.027                                                 29,200,000          20,440         767,960
Common stock issued March 1, 2004
   for services at $0.02                                                  64,050,000          44,835       1,236,165
Common stock issued March 1, 2004
   for cash at $0.02                                                       3,000,000           2,100          57,900
Common stock issued March 1, 2004
   for loan payable at $0.02                                              25,000,000          17,500         482,500
Common stock issued April 20, 2004
   for services at $0.02                                                     800,000             560          15,440
Consulting Solutions Group-Cancellation
   April 20, 2004                                                         (5,000,000)         (3,500)       (146,500)
Common stock issued June 4, 2004
   for services at $0.01                                                   5,666,666           3,967          52,700
Common stock issued June 4, 2004
   for accrued expenses at $0.01                                           2,000,000           1,400          18,600
Common stock issued July 23, 2004
   for services at $0.01                                                   1,500,000           1,050          13,950
Common stock issued July 23, 2004
   for cash at $0.01                                                       1,000,000             700           9,300
Common stock issued July 26, 2004
   for services at $0.005                                                  6,250,000           4,375          26,875
Common stock issued August 30, 2004
   for cash at $0.005                                                      3,000,000           2,100          12,900
Common stock issued September 23, 2004
   for services at $0.0045                                                 8,000,000           5,600          30,400
Common stock issued October 15, 2004
   for services at $0.0045                                                25,000,000          17,500          95,000
Common stock issued December 21, 2004
   for services at $0.0032                                                 7,000,000           4,900          17,500
Common stock issued December 28, 2004
   for services at $0.0029                                                35,000,000          24,500          77,000
Net loss for the year ended
     December 31, 2004
                                         -------------  -------------  -------------   -------------   -------------
Balance December 31, 2004                    2,500,000  $       1,750    748,157,996   $     523,711   $  14,540,226
</TABLE>

<TABLE>
<CAPTION>
                                                           Total
                                        Accumulated     Stockholders'
                                           Deficit       Deficiency
                                        -------------   -------------
<S>                                     <C>             <C>
Balance December 31, 2003               $ (14,612,403)  $  (2,462,433)
Adjust opening balance for new
   reserved shares on old unexchanged
   shares
Common stock issued January 22, 2004
   for services at $0.027                                     788,400
Common stock issued March 1, 2004
   for services at $0.02                                    1,281,000
Common stock issued March 1, 2004
   for cash at $0.02                                           60,000
Common stock issued March 1, 2004
   for loan payable at $0.02                                  500,000
Common stock issued April 20, 2004
   for services at $0.02                                       16,000
Consulting Solutions Group-Cancellation
   April 20, 2004                                            (150,000)
Common stock issued June 4, 2004
   for services at $0.01                                       56,667
Common stock issued June 4, 2004
   for accrued expenses at $0.01                               20,000
Common stock issued July 23, 2004
   for services at $0.01                                       15,000
Common stock issued July 23, 2004
   for cash at $0.01                                           10,000
Common stock issued July 26, 2004
   for services at $0.005                                      31,250
Common stock issued August 30, 2004
   for cash at $0.005                                          15,000
Common stock issued September 23, 2004
   for services at $0.0045                                     36,000
Common stock issued October 15, 2004
   for services at $0.0045                                    112,500
Common stock issued December 21, 2004
   for services at $0.0032                                     22,400
Common stock issued December 28, 2004
   for services at $0.0029                                    101,500
Net loss for the year ended
     December 31, 2004                     (3,721,598)     (3,721,598)
                                        -------------   -------------
Balance December 31, 2004               $ (18,334,001)  $  (3,268,314)
</TABLE>

                 See accompanying notes to financial statements.

                                      F-6
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                 For the Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                              Preferred  Stock                  Common Stock        Additional
                                         ---------------------------   --------------------------  Contributed   Accumulated
                                             Shares        Amount         Shares         Amount      Capital       Deficit
                                         ------------   ------------   ------------  ------------  ------------  ------------
<S>                                      <C>            <C>            <C>           <C>           <C>           <C>
Balance, December 31, 2004                  2,500,000   $      1,750    748,157,996  $    523,711  $ 14,540,226  $(18,334,001)
Common stock issued January 18, 2005
   for services at $0.00355                                              30,000,000         21,000         85,500
Common stock issued January 24, 2005
   for cash at $0.002                                                    10,000,000          7,000         13,000
Preferred stock issued February 1, 2005
   for accrued expenses at $0.008           1,250,000            875                                        9,125
Preferred stock issued February 1, 2005
   for loan payable at $0.008               1,250,000            875                                        9,125
Common stock issued April 26, 2005
   for services at $0.0033                                                4,000,000          2,800         10,400
Common stock issued April 26, 2005
   for accrued expenses at $0.0033                                        5,000,000          3,500         13,000
Common stock issued July 5, 2005
   for services at $0.001872                                              1,000,000            700          1,172
Net loss for the Year Ended
   December 31, 2005                                                                                               (4,940,394)
                                         ------------   ------------   ------------  ------------  ------------  ------------
Balance, December 31, 2005                  5,000,000   $      3,500    798,157,996  $    558,711  $ 14,681,548  $(23,274,395)
                                         ============   ============   ============  ============  ============  ============
</TABLE>

<TABLE>
<CAPTION>
                                           Total
                                        Stockholders'
                                         Deficiency
                                        ------------
<S>                                     <C>
Balance, December 31, 2004              $ (3,268,314)
Common stock issued January 18, 2005
   for services at $0.00355                  106,500
Common stock issued January 24, 2005
   for cash at $0.002                         20,000
Preferred stock issued February 1, 2005
   for accrued expenses at $0.008             10,000
Preferred stock issued February 1, 2005
   for loan payable at $0.008                 10,000
Common stock issued April 26, 2005
   for services at $0.0033                    13,200
Common stock issued April 26, 2005
   for accrued expenses at $0.0033            16,500
Common stock issued July 5, 2005
   for services at $0.001872                   1,872
Net loss for the Year Ended
   December 31, 2005                      (4,940,394)
                                        ------------
Balance, December 31, 2005              $ (8,030,636)
                                        ============
</TABLE>


                 See accompanying notes to financial statements.


                                      F-7
<PAGE>


              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE A - PRINCIPLES OF CONSOLIDATION AND NATURE OF BUSINESS

           The consolidated financial statements include the accounts of
           Advanced Plant Pharmaceuticals, Inc. ("APPI") and its majority owned
           subsidiaries, Amazing Nutritionals, Inc. ("Amazing") acquired in
           January 2005, and Mazal Plant Pharmaceuticals, Inc. ("Mazal")
           acquired in December 2005. The Company focuses on the sale of plant
           based dietary health supplements. The Company owns the rights to a
           thirteen step manufacturing process which utilizes whole plants to
           manufacture all natural dietary supplements. The Company intends to
           use this process to manufacture products for distribution worldwide.
           APPI was incorporated in November 1994 and had devoted most of its
           efforts since inception to 1999 conducting research and development,
           acquiring agreements to the rights of the thirteen step process, and
           one major sinus product. The Company's products are available for
           sale to retail stores and its operations are located in Long Island,
           New York and its corporate offices are located in New York City.

           Going Concern Uncertainty and Management's Plans

As          reflected in the accompanying financial statements, the Company has
            current liabilities in excess of current assets of $3,282,188,
            resulting in negative working capital and an accumulated deficit of
            $23,274,395. Management is presently seeking to raise permanent
            equity capital in the capital markets to eliminate negative working
            capital and provide working capital. Failure to raise equity capital
            or secure some other form of long-term debt arrangement will cause
            the Company to further increase its negative working capital deficit
            and could result in the Company having to curtail or cease
            operations. Additionally, even if the Company does raise sufficient
            capital to support its operating expenses and generate revenues,
            there can be no assurances that the revenue will be sufficient to
            enable it to develop business to a level where it will generate
            profits and cash flows from operations. These matters raise
            substantial doubt about the Company's ability to continue as a going
            concern. However, the accompanying financial statements have been
            prepared on a going concern basis, which contemplates the
            realization of assets and satisfaction of liabilities in the normal
            course of business. These financial statements do not include any
            adjustments relating to the recovery of the recorded assets or the
            classification of the liabilities that might be necessary should the
            Company be unable to continue as a going concern.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Use of Estimates

           The preparation of financial statements in conformity with generally
           accepted accounting principles requires management to make estimates
           and assumptions that affect the amounts reported in the financial
           statements. Actual results could differ from those estimates.

           Significant Estimates

           Several areas require significant management estimates relating to
           uncertainties for which it is reasonably possible that there will be
           a material change in the near term. Significant areas requiring the
           use of management estimates include: valuation of inventory,
           impairment loss on intangible assets, accrued liabilities including
           contingent liabilities for payroll taxes, valuation of stock options
           and stock issued for debt and services provided by related parties.

                                      F-8
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Cash and Cash Equivalents

            The Company considers all highly-liquid investments with a maturity
            of three months or less when purchased to be cash equivalents. There
            are no cash equivalents at December 31, 2005 and 2004.

            Income Taxes

            The Company follows Financial Accounting Statement No. 109 (SFAS No.
            109). Under this method, the Company recognizes a deferred tax
            liability or asset for temporary differences between the tax basis
            of an asset or liability and the related amount reported on the
            financial statements. The principal types of differences, which are
            measured at the current tax rates, are net operating loss carry
            forwards. SFAS No. 109 requires the establishment of a valuation
            allowance to reflect the likelihood of realization of deferred tax
            assets.

            Net Loss Per Common Share

            The Company computes per share amounts in accordance with Statement
            of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
            Share". SFAS No. 128 requires presentation of basic and diluted EPS.
            Basic EPS is computed by dividing the income (loss) available to
            Common Stockholders by the weighted-average number of common shares
            outstanding for the period. Diluted EPS is based on the
            weighted-average number of shares of Common Stock and Common Stock
            equivalents outstanding during the periods.

           Allowance for Doubtful Accounts

           It is the Company's policy to provide an allowance for doubtful
           accounts when it believes there is a potential for
           non-collectibility.

           Inventories

           Inventories are stated at the lower of cost or market on the
           first-in, first-out ("FIFO") basis. There was no inventory at
           December 31, 2005 and 2004..

           Office Equipment and Depreciation

           Office equipment is stated at cost and is depreciated using the
           straight line method over the estimated useful lives of the
           respective assets which is three years. Routine maintenance, repairs
           and replacement costs are expensed as incurred and improvements that
           extend the useful life of the assets are capitalized. When office
           equipment is sold or otherwise disposed of, the cost and related
           accumulated depreciation are eliminated from the accounts and any
           resulting gain or loss is recognized in operations.

           Stock-Based Compensation

           SFAS No. 123, "Accounting for Stock-Based Compensation" prescribes
           accounting and reporting standards for all stock-based compensation
           plans, including employee stock options, restricted stock, employee
           stock purchase plans and stock appreciation rights. SFAS No. 123
           requires employee compensation expense to be recorded (1) using the
           fair value method or (2) using the intrinsic value method as
           prescribed by accounting Principles Board Opinion No. 25, "Accounting
           for Stock Issued to

                                      F-9
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           Stock-Based Compensation (Continued)

           Employees" ("APB25") and related interpretations with pro forma
           disclosure of what net income and earnings per share would have been
           if the Company adopted the fair value method. The Company accounts
           for employee stock based compensation in accordance with the
           provisions of APB 25. For non-employee options and warrants, the
           company uses the fair value method as prescribed in SFAS 123.

           Revenue Recognition

            The Company recognizes revenue when the product is manufactured and
            shipped.

            Research and Development Costs

            Research and development costs are expensed as incurred. Total
            research and development expenditures for the years ended December
            31, 2005 and 2004 amounted to $1,000 and $149,419, respectively.

            Impairment of Long-Lived Assets

            The Company reviews long-lived assets for impairment whenever events
            or changes in circumstances indicate the carrying amount of an asset
            may not be recoverable. Recoverability of assets to be held and used
            is measured by a comparison of the carrying amount of an asset to
            future undiscounted net cash flows expected to be generated by the
            asset. If such assets are considered to be impaired, the impairment
            to be recognized is measured by the amount by which the carrying
            amount of the assets exceeded the fair value of the assets.

            Recent Accounting Pronouncements

            In November 2004, the Financial Accounting Standards Board ("FASB")
            issued Statement of Financial Accounting Standards No. 151 (SFAS
            151), "Inventory Costs." SFAS 151 amends the guidance in APB No. 43,
            Chapter 4, "Inventory Pricing," to clarify the accounting for
            abnormal amounts of idle facility expense, freight, handling costs,
            and wasted material (spoilage). SFAS 151 requires that those items
            be recognized as current period charges regardless of whether they
            meet the criteria of "so abnormal." In addition, SFAS 151 requires
            that allocation of fixed production overheads to the costs of
            conversion be based on the normal capacity of the production
            facilities. SFAS 151 is effective for financial statements issued
            for fiscal years beginning after June 15, 2005. The adoption of SFAS
            151 is not expected to have a material effect on the Company's
            financial position or results of operations.

            In December 2004, the FASB issued Statement of Financial Accounting
            Standards No. 153 (SFAS 153), "Exchanges of Non-monetary Assets."
            SFAS 153 amends the guidance in APB No. 29, "Accounting for
            Non-monetary Assets." APB No.29 was based on the principle that
            exchanges of non-monetary assets should be measured on the fair
            value of the assets exchanged. SFAS 153 amends APB No. 29 to
            eliminate the exception for non-monetary exchanges of similar
            productive assets and replaces it with a general exception for
            exchanges of non-monetary assets that do not have commercial
            substance if the future cash flows of the entity are expected to
            change significantly as a result of the exchange. SFAS 151 is
            effective for financial statements issued for fiscal years beginning
            after June 15, 2005. The adoption of SFAS 153 is not expected to
            have a material effect on the Company's financial position or
            results of operations.

                                      F-10
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Continued)

            In December 2004, the FASB revised Statement of Financial Accounting
            Standards No. 123 (SFAS 123(R)), "Accounting for Stock-Based
            Compensation." The SFAS 123(R) revision established standards for
            the accounting for transactions in which an entity exchanges its
            equity instruments for goods or services and focuses primarily on
            accounting for transactions in which an entity obtains employee
            services in share-based payment transactions. It does not change the
            accounting guidance for share-based payment transactions with
            parties other than employees. For public entities that file as small
            business issuers, the revisions to SFAS 123(R) are effective as of
            the beginning of the first interim or annual reporting period that
            begins after December 15, 2005. The adoption of SFAS 123(R) is not
            expected to have a material effect on the Company's financial
            position or results of operations.

            In May 2005, the FASB issued SFAS no. 154, "Accounting Changes and
            Error Corrections ("SFAS No. 154") which replaces APB Opinion No.
            20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting
            Changes in Interim Financial Statements-An Amendment of ABP Opinion
            No. 28. SFAS No. 154 provides guidance on the accounting for and
            reporting of accounting changes and error corrections. Specifically,
            this statement requires "retrospective application" of the direct
            effect for a voluntary change in accounting principle to prior
            periods' financial statements, if it is practical to do so. SFAS No.
            154 also strictly defines the term "restatement" to mean the
            correction of an error revising previously issued financial
            statements. SFAS No. 154 is effective for accounting changes and
            corrections of errors made in fiscal years beginning after December
            15, 2005 and are required to be adopted by the Company in the first
            quarter of fiscal year 2006. Although we will continue to evaluate
            the application of SFAS No. 154, management does not anticipate that
            adoption will have a material impact on our results of operations,
            financial position or cash flows.

NOTE C - ACQUISITIONS

            In January 2005, the Company acquired a 44% interest in Amazing
            Nutritionals, Inc., (Amazing") a development stage company, whereby
            APPI sold Amazing all of the rights, title, patents, trademarks,
            processes and related items of LHM123, which is a natural
            composition for the treatment of senile dementias, in consideration
            for 3,300,000 shares of Amazing's common stock.

            In December 2005, the Company acquired a 99% interest in Mazal Plant
            Pharmaceuticals, Inc., a development stage company, whereby APPI
            sold Mazal all of its rights relating to or connected with
            developing, manufacturing and distributing of three of its products,
            plant based compositions designed to treat elevated cholesterol,
            leukemia and Alzheimer's disease, in consideration for 7,000,000
            shares of Mazal's common stock and an amount due from Mazal of
            $50,000.

           The allocation of the purchase price for these acquisitions was as
           follows:
           Sale of technology rights                    $3,300        $      700
                                                        ======        ==========

                  Fair value of net assets acquired:     Amazing          Mazal
                                                         -------       --------

            Cash                                         $   100
            Intangible assets (Technology rights)          3,300       $ 50,700
            Goodwill                                       9,041          1,365
            Accrued expenses                              (2,224)          (634)
            Due to related company                        (6,027)       (50,731)
            Due to shareholder                              (890)
                                                        --------     ----------
                                                          $3,300     $      700
                                                        ========     ==========

                                      F-11
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE D - COMMON STOCK

           On April 20, 2004, the company cancelled 5,000,000 shares of its
           common stock on the termination of a consulting contract resulting in
           a decrease in prepaid expense of $150,000.

           On January 22, 2004, the Company issued 29,200,000 shares of its
           common stock under an S-8 filing with the Securities and Exchange
           Commission to consultants at $0.027 per share. The aggregate
           remuneration of $788,400 has been treated as stock based compensation
           and expensed in the current year.

           On March 1, 2004, the Company issued 64,050,000 shares of its common
           stock to consultants at $0.02 per share. The aggregate remuneration
           of $1,281,000 has been treated as stock based compensation and
           expensed in the current year.

           In connection with a private placement, on March 1, 2004 the Company
           issued 3,000,000 shares of its common stock at $0.02 per share
           realizing $60,000.

           On March 1, 2004, the Company issued 25,000,000 shares of its common
           stock at $0.02 per share as payment of $500,000 against a loan
           payable.

           On April 20, 2004, the Company issued 800,000 shares of its common
           stock under an S-8 filing with the Securities and Exchange Commission
           to a consultant at $0.02 per share. The aggregate remuneration of
           $16,000 has been treated as stock based compensation and expensed in
           the current year.

           On June 4, 2004, the Company issued 5,666,666 shares of its common
           stock under an S-8 filing with the Securities and Exchange Commission
           to consultants at $0.01 per share. The aggregate remuneration of
           $56,667 has been treated as stock based compensation and expensed in
           the current year.

           On June 4, 2004, the Company issued 2,000,000 shares of its common
           stock under an S-8 filing with the Securities and Exchange Commission
           at $0.01 per share as payment of $200,000 against a loan payable.

           On July 23, 2004, the Company issued 1,500,000 shares of its common
           stock to consultants at $0.01 per share. The aggregate remuneration
           of $15,000 has been treated as stock based compensation and expensed
           in the current year.

           In connection with a private placement, on July 23, 2004 the Company
           issued 1,000,000 shares of its common stock at $0.01 per share
           realizing $10,000. Additionally, the Company issued 1,000,000 common
           stock warrants at $0.03 per share to the investor in connection with
           the private placement. Each warrant is entitled to purchase one share
           of common stock.

           On July 26, 2004, the Company issued 6,250,000 shares of its common
           stock under an S-8 filing with the Securities and Exchange Commission
           to consultants at $0.005 per share. The aggregate remuneration of
           $31,250 has been treated as stock based compensation and expensed in
           the current year.

           In connection with a private placement, on August 30, 2004 the
           Company issued 3,000,000 shares of its common stock at $0.005 per
           share realizing $15,000.

           On September 23, 2004, the Company issued 8,000,000 shares of its
           common stock under an S-8 filing with the Securities and Exchange
           Commission to a consultant at $0.0045 per share. The aggregate
           remuneration of $36,000 has been treated as stock based compensation
           and expensed in the current year.

                                      F-12
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE D - COMMON STOCK (CONTINUED)

           On October 15, 2004, the Company issued 25,000,000 shares of its
           common stock under an S-8 filing with the Securities and Exchange
           Commission to consultants at $0.0045 per share. The aggregate
           remuneration of $112,500 has been treated as stock based compensation
           and expensed in the current year.

           On December 21, 2004, the Company issued 7,000,000 shares of its
           common stock under an S-8 filing with the Securities and Exchange
           Commission to a consultant at $0.0032 per share. The aggregate
           remuneration of $22,400 has been treated as stock based compensation
           and expensed in the current year.

           On December 28, 2004, the Company issued 35,000,000 shares of its
           common stock under an S-8 filing with the Securities and Exchange
           Commission to a consultant at $0.0029 per share. The aggregate
           remuneration of $101,500 has been treated as stock based compensation
           and expensed in the current year.

           On January 18, 2005, the Company issued 30,000,000 shares of its
           common stock under an S-8 filing with the Securities and Exchange
           Commission to consultants at $0.00355 per share. The aggregate
           remuneration of $106,500 has been treated as stock based compensation
           and expensed in the current year.

           In connection with a private placement, on January 24, 2005 the
           Company issued 10,000,000 shares of its common stock at $0.002 per
           share realizing $20,000.

           On February 1, 2005, the Company issued 1,250,000 shares of its
           preferred stock at $0.008 per share as payment of $10,000 against
           accrued expenses - stockholders.

           On February 1, 2005, the Company issued 1,250,000 shares of its
           preferred stock at $0.008 per share as payment of $10,000 against
           loan payable - stockholders.

           On April 26, 2005, the Company issued 4,000,000 shares of its common
           stock under an S-8 filing with the Securities and Exchange Commission
           to consultants at $0.0033 per share. The aggregate remuneration of
           $13,200 has been treated as stock based compensation and expensed in
           the current year.

           On April 26, 2005, the Company issued 5,000,000 shares of its common
           stock at $0.0033 per share as payment of $16,500 against accrued
           expenses.

           On July 5, 2005, the Company issued 1,000,000 shares of its common
           stock to consultants at $0.001872 per share. The aggregate
           remuneration of $1,872 has been treated as stock based compensation
           and expensed in the current year.

NOTE E - OFFICE EQUIPMENT

           Office equipment is comprised of the following:

                                                    December 31,
                                                 2005           2004
                                              ---------        ----------
 Computer equipment                           $4,353            $4,353
 Less accumulated depreciation                (2,942)           (1,824)
                                             -------           -------
 Office equipment, net                        $1,411            $2,529
                                              ======            ====== ==

           Depreciation expense for the years ended December 31, 2005 and 2004
           amounted to $1,118 and $824, respectively.

                                      F-13
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE F - RELATED PARTY TRANSACTIONS

           At various dates throughout 2005 and 2004, the sole designated
           director of the Company, Mr. David Lieberman, ("Director") authorized
           the issuance of 35,000,000 and 182,466,666 shares of the Company's
           common stock for consulting services, which is approximately 4% and
           24% of the outstanding common stock of the Company at December 31,
           2005 and 2004, respectively. Management and the Director issued this
           stock to various consultants for professional services rendered to
           the Company during 2005 and 2004 and prior years. Of this total,
           174,450,000 was issued to related party consultants in 2004. No
           shares were issued to related party consultants in 2005. The total
           consulting expense was $2,357,050 to related parties, and included in
           the accompanying statement of operations for the year ended December
           31, 2004, in the caption "Salaries and consulting fees -
           stockholders". The value of the consulting services was determined by
           management based on the market quoted value of the stock as traded on
           the NASDAQ, Over the Counter Bulletin Board, at the time of each
           board resolution issuing the stock.

           Due to Stockholder - Asset Acquisition

           On July 16, 1999, the Company entered into a Technology Purchase
           Agreement ("agreement") with a related consultant whereby the Company
           acquired exclusive rights and interests to a thirteen-step
           manufacturing process, which utilizes virtually all of the nutrients
           found in certain plants needed to manufacture herbal dietary health
           supplements. The purchase price to the related consultant was
           18,000,000 shares of the Company's common stock, which was to be
           issued to him in two phases. In 2001, the agreement called for
           12,000,000 shares of the Company's common stock to be issued at the
           first phase. As of December 31, 2005 and 2004, none of the stock
           related to this agreement had been issued. The Company, therefore, in
           2000 accrued $1,440,000, which was managements' determination of the
           common stock value of the 12,000,000 shares at the time of the
           agreement. Due to the asset impairment discussed in Note G, no
           further liability was due at December 31, 2005 or 2004 as per
           management, and therefore no liability was recorded on the remaining
           value of the 6,000,000 shares due pursuant to the agreement. During
           2003, the Company paid $125,000 towards the balance. At December 31,
           2005 and 2004 the balance due was $1,315,000.

           In addition, the Company agreed to pay related consultant a royalty
           payment of $0.01 per bottle plus, 1% of the Company's suggested
           retail price of each bottle sold, plus 10% of the Company's net
           profits from the sale of products manufactured with the process. In
           the event the Company enters into an agreement with a third party for
           the sale of products manufactured with the process, the agreement
           must unconditionally provide for payment to the Company of not less
           than $20,000,000. Upon receipt of sale proceeds by the Company, the
           Company must issue to the related consultant 5,000,000 shares for
           each $20,000,000 paid to the Company, not to exceed 25,000,000
           shares. Revenues to date have been insignificant and no payments or
           stock issuances to this related consultant have been made to date.

           Loans Payable and Accrued Expenses - Stockholders

           Loans payable - stockholders consists of unsecured, non-interest
           bearing short-term loans including cash for working capital and other
           expenses paid on behalf of the Company.

           Accrued expenses - stockholders consists of accrued salaries and
           consulting fees.

           Upon the resignation of C.J. Lieberman (the Related Consultant) as
           President in 1996, the Company retained him as a consultant. His
           current consultant's agreement dated June 10, 1999, provides for
           monthly consulting fees of $9,000, 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

                                      F-14
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE F - RELATED PARTY TRANSACTIONS (CONTINUED)

           Loans Payable and Accrued Expenses - Stockholders (Continued)

           stock at an exercise price of $0.02 per share. These options expired
           in June 2004, see Note I. In addition to $108,000 consulting expense
           pursuant to the consulting contract, the Related Consultant received
           26,500,000 shares of common stock in payment for services rendered
           valued at $540,500 during the year ended December 31, 2004. No shares
           of common stock were issued to this consultant for services in 2005.
           The balance due the Related Consultant at December 31, 2005 and 2004
           was $153,900 and $73,600, respectively.

           CJ Lieberman also entered into an employment agreement with Mazal.
           The agreement had a monthly base of $4,000 which was increased to
           $5,500 and has additional incentive clauses for payment in Mazal
           common stock and salary increases. The agreement expires December 10,
           2006. Salary expense amounted to $95,900 for the year ended December
           31, 2005, and included monthly payments totaling $63,000 and 500,000
           shares of Mazal common stock valued at $32,900. Prepaid expenses
           include $28,150 of salaries paid in advance to CJ Lieberman at
           December 31, 2005.

           The Director of the Company advanced to the Company cash and paid
           expenses on behalf of the Company. The Director has an employment
           agreement with the Company dated June 10, 1999, which provides for an
           annual base salary of $135,000, 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 $0.01 per share. These options expired in June
           2004, see Note I. The balance due the Director at December 31, 2005
           and 2004 was $696,897 and $564,249, respectively.

           The Director also entered into an employment agreement with Mazal.
           The agreement has a monthly base salary of $2,000. The agreement
           expires December 10, 2006. Salary expense amounted to $24,000 for the
           year ended December 31, 2005. Accrued expenses - stockholders
           includes accrued salary of $9,000 at December 31, 2005.

           An officer of the Company has an employment agreement with the
           Company dated June 10, 1999, which provides for an annual base salary
           of $75,000 and a five year option to purchase 750,000 shares of the
           Company's common stock at an exercise price of $0.02 per share. These
           options expired in June 2004, see Note I. During 2004, The Company
           issued 1,000,000 shares of common stock to the officer valued at
           $10,000 as partial payment of accrued salaries. The balance due the
           Officer at December 31, 2005 and 2004 was $125,496 and $48,900,
           respectively.

           The above officer also entered into an employment agreement with
           Mazal. The agreement has an annual salary of $36,000 and expires
           January 2, 2007. Accrued expenses - stockholders includes accrued
           salary of $8,018 at December 31, 2005.

           During 2003, a stockholder loaned the Company $620,000 for working
           capital. During 2004, this stockholder loaned the Company $8,000 and
           the Company issued 25,000,000 shares of common stock to the
           stockholder to reduce the debt by $500,000. The balance due the
           stockholder at December 31, 2005 and 2004 was $128,000.

           On February 20, 2000, the Company entered into an asset purchase
           agreement with Dr. Leonard Bielroy (former Chairman of the Board of
           Directors of APPI who resigned in 2003) whereby the Company acquired
           the exclusive rights and interest to allergy and sinus formulations
           he developed ("Assets"). The purchase price included options to
           purchase 18,000,000 shares of the Company's common stock at an

                                      F-15
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE F - RELATED PARTY TRANSACTIONS (CONTINUED)

           Loans Payable and Accrued Expenses - Stockholders (Continued)

           aggregate exercise price of $180. The options were to be issued in
           two phases. The first phase was completed in 2000 and the options,
           for 12,000,000 shares of common stock, required to purchase the
           assets were issued in 2000. The fair value of the 12,000,000 shares,
           as determined by management, was $1,079,880 and is included in
           intangible assets.

           In addition, the Company agreed to pay Dr. Bielroy a royalty payment
           of $0.01 per bottle plus, 1% of the Company's suggested retail price
           of each product sold, plus 10% of the Company's net profits from the
           sale of products manufactured with these Assets. In the event the
           Company enters into an agreement with a third party for the sale of
           products manufactured with these assets, the agreement must
           unconditionally provide for payment of not less than $20,000,000
           either in lump sum or over a period of four years. Upon receipt of
           the sale proceeds by the Company, the Company shall issue to Dr.
           Bielroy

           5,000,000 shares for each $20,000,000 paid to the Company, not to
           exceed 25,000,000 shares. During the years ended December 31, 2005
           and 2004 royalty expense amounted to $31 and $64, respectively.

           On March 15, 2000, the Company entered into a consulting agreement
           with Dr. Bielroy whereby under the terms of the agreement, the
           Company is required to pay Dr. Bielroy certain monthly amounts, some
           contingent on the Company achieving specified net profit levels.

           During 2004, the Company paid down $20,000 of the liability due to
           Dr. Bielroy by issuing 2,000,000 shares of common stock. At December
           31, 2005 and 2004 the balance due was $110,782 and $110,755,
           respectively.

           The President of Mazal entered into an employment agreement which had
           a monthly base salary of $4,000 which was increased to $5,500, and
           has additional incentive clauses for payment in Mazal common stock
           and salary increases. The agreement expires November 1, 2006. Salary
           expense amounted to $212,530 for the year ended December 31, 2005,
           and included monthly payments totaling $63,000 and 750,000 shares of
           Mazal common stock valued at $149,530. Accrued expenses -
           stockholders includes accrued salary of $13,000 at December 31, 2005.

           The Chief Financial Officer of Mazal entered into an employment
           agreement which had a monthly base of $2,900 and 75,000 shares of
           Mazal common stock upon signing the agreement. Salary expense
           amounted to $99,900 for the year ended December 31, 2005 and included
           monthly payments totaling $17,400 and 75,000 shares of Mazal common
           stock valued at $82,500. Prepaid expenses include $3,400 of prepaid
           salary payments at December 31, 2005.

           The Director of Regulatory and Clinical Operations of Mazal entered
           into an employment agreement with a monthly base of $2,200 which
           expires December 10, 2006. Salary expense for the year ended December
           31, 2005 amounted to $59,800 and included monthly payments totaling
           $15,800 and 40,000 shares of Mazal common stock valued at $44,000.
           Accrued expenses - stockholders includes accrued salary of $2,200 at
           December 31, 2005.

                                      F-16
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE G - INTANGIBLE ASSETS/IMPAIRMENT LOSS

            Intangible assets consist of the following at December 31,

                                                    2005              2004
                                                -------------     -------------

                Technology rights                $  2,546,254     $  2,526,234
                Accumulated impairment loss          2,546,254        2,526,234
                                                 -------------    -------------

                                                 $         -      $        -
                                                 ============      ============

            Due to lack of sales in the five year period ending December 31,
            2005, an impairment loss in the amount of $20,020 and $428,360 was
            recognized in the years ended December 31, 2005 and 2004,
            respectively.

NOTE H - RENT

           The Company maintains its corporate office in New York pursuant to an
           operating lease which expired October 30, 2005 and called for monthly
           lease payments of $2,156 plus $25 a month for garbage and 35% of the
           floors electricity cost. The Company is currently leasing the space
           on a month to month basis.

           Mazal maintains additional office space in Jerusalem, Israel pursuant
           to a one-year sub-lease expiring June 2006 at a monthly rate of
           $1,200.

           From January 2005 to May 2005, the Company rented office space in the
           home of the Company's President in the amount of $12,000.

           During 2005, the Company commenced sub-leasing part of its corporate
           office space in New York, on a month to month basis, to a related
           company for $750 per month. Sub-lease income amounting to $9,000 has
           been recorded as a reduction to rent expense during the year ended
           December 31, 2005.

           Rent expense for the years ended December 31, 2005 and 2004 amounted
           to $39,721 and $29,026, respectively.

NOTE I - STOCK OPTIONS AND WARRANTS

           Stock Options

           The Company has adopted a stock incentive plan which allows for the
           issuance of shares of the Company's common stock to employees,
           directors, consultants and advisors. The exercise price for options
           granted and the maximum term of the options and the vesting period is
           determined by the Board of Directors and are set forth in each option
           agreement.

           In electing to continue to follow APB No. 25 for expense recognition
           purposes, the Company is obliged to provide the expanded disclosures
           required under SFAS No. 123 for stock-based compensation granted,
           including if materially different from reported results, disclosure
           of pro forma net loss and loss per share had compensation expense
           relating to 2005 and 2004 grants been measured under the fair value
           recognition provision of SFAS No. 123.

                                      F-17
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE I - STOCK OPTIONS AND WARRANTS (CONTINUED)

           Stock Options (Continued)

           The following table summarizes transactions in stock options through
           December 31, 2005:

<TABLE>
<CAPTION>
                                                                        Weighted                                Weighted
                                                                        Average                                Average
                                                                         Exercise        Options               Exercise
                                                   Options               Price           Exercisable               Price

<S>                                             <C>                   <C>                       <C>              <C>
           Balance at December 31, 2003         9,000,000             $    .01                  9,000,000        $.01
           Granted
           Exercised
           Cancelled                           (3,000,000)                  .02                (3,000,000)        .02
                                               -----------                                     -----------

           Balance at December 31, 2004         6,000,000                   .01                  6,000,000        .01
           Granted
           Exercised
           Cancelled                            (6,000,000)                  .01              (6,000,000)        .01
                                                -----------                                     -----------

           Balance at December 31, 2005                 -                                    -
                                                =================                          =================
</TABLE>

           Stock Warrants

           The following table summarizes transactions in stock warrants through
         December 31, 2005:

<TABLE>
<CAPTION>
                                                                Weighted                                   Weighted
                                                                    Average                                Average
                                                                     Exercise      Warrants           Exercise
                                                 Warrants            Price             Exercisable               Price

<S>                                               <C>                 <C>         <C>                         <C>
           Granted in 2005                        7,000,000           .03         7,000,000                   .03
           Exercised
           Cancelled
                                             -----------                     ----------------

           Balance at December 31, 2004         7,000,000             .03           7,000,000                   .03

           Granted
           Exercised
           Cancelled
                                              ------------                     ----------------

           Balance at December 31, 2005         7,000,000                .03           7,000,000                   .03
                                                =========                               =========
</TABLE>

           As of December 31, 2005, there were 7,000,000 common stock warrants
           outstanding with a weighted average remaining life of 1.5 years and a
           weighted average price of $0.03.

                                      F-18
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2005

NOTE J -DEFERRED CREDIT

            The deferred credit of $4,776,409 results from the issuance of
            common stock by Mazal for cash and services. At December 31, 2005,
            Mazal has negative equity and therefore no minority interest will be
            reflected until Mazal has positive equity.

            Mazal stock issuances for the year ended December 31, 2005 are as
follows:

            In March 2005, Mazal issued 50,000 shares of its common stock to its
            President at $0.001 per share. The aggregate remuneration of $50 has
            been treated as stock based compensation and expensed in the current
            year.

            In connection with a private placement on April 6, 2005, Mazal
            issued 50,000 shares of its common stock at $0.40 per share
            realizing $20,000.

            On April 19, 2005, Mazal issued 90,000 shares of its common stock to
            a consultant at $0.40 per share. The aggregate remuneration of
            $36,000 has been treated as stock based compensation and expensed in
            the current year.

            On June 6, 2005, Mazal issued 600,000 shares of its common stock to
            a consultant at $0.0658 per share. The aggregate remuneration of
            $39,480 has been treated as stock based compensation and expensed in
            the current year.

            In connection with a private placement on June 30, 2005, Mazal
            issued 3,800,000 shares of its common stock at $0.0658 per share
            realizing $250,000.

            On August 1, 2005, Mazal issued 600,000 shares of its common stock
            to its President at $0.0658 per share. The aggregate remuneration of
            $39,480 has been treated as stock based compensation and expensed in
            the current year.

            On August 1, 2005, Mazal issued 500,000 shares of its common stock
            to an employee and major stockholder and founder of the Company at
            $0.0658 per share. The aggregate remuneration of $32,900 has been
            treated as stock based compensation and expensed in the current
            year.

            In connection with a private placement on August 1, 2005, Mazal
            issued 120,000 shares of its common stock at $0.417 per share
            realizing $50,000.

            In September, 2005, Mazal issued 850,000 shares of its common stock
            to consultants at $0.417 per share. The aggregate remuneration of
            $354,450 has been treated as stock based compensation and expensed
            in the current year.

            In connection with a private placement on October 31, 2005, Mazal
            issued 1,200,000 shares of its common stock at $0.40 per share
            realizing $300,000. Mazal also issued options to purchase 1,000,000
            shares of its common stock at an exercise price of $0.50 per share
            and are exercisable for three years. Stock based compensation of
            $569,656 has been recorded on the issuance of the options and
            expensed in the current year.

            On November 15, 2005, Mazal issued 800,000 shares of its common
            stock to a consultant at $1.03 per share. The aggregate remuneration
            of $824,000 has been treated as stock based compensation and
            expensed in the current year.

                                      F-19
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE J -DEFERRED CREDIT  (CONTINUED)

            On December 15, 2005, Mazal issued 149,500 shares of its common
            stock to a consultant at $1.15 per share. The aggregate remuneration
            of $171,925 has been treated as stock based compensation and
            expensed in the current year.

            On December 19, 2005, Mazal issued 75,000 shares of its common stock
            to its Chief Financial Officer at $1.10 per share. The aggregate
            remuneration of $82,500 has been treated as stock based compensation
            and expensed in the current year.

            On December 19, 2005, Mazal issued 100,000 shares of its common
            stock to its President at $1.10 per share. The aggregate
            remuneration of $110,000 has been treated as stock based
            compensation and expensed in the current year.

            On December 19, 2005, Mazal issued 40,000 shares of its common stock
            to an employee at $1.10 per share. The aggregate remuneration of
            $44,000 has been treated as stock based compensation and expensed in
            the current year.

            On December 19, 2005, Mazal issued 500,000 shares of its common
            stock to a consultant at $1.10 per share. The aggregate remuneration
            of $550,000 has been treated as stock based compensation and
            expensed in the current year.

            In connection with a private placement in December, 2005, Mazal
            issued 200,000 shares of its common stock at $0.40 per share
            realizing $50,000.

                  Stock Options

            Assumptions used to value stock options issued by Mazal to outside
            consultants are as follows:

                                                     For the Years Ended
                                                            December 31,

                                                        2005             2004
                                                        ----             ----
            Annual dividend                              No         N/A
            Volatility                                  10%         N/A
            Risk free interest rate                      5%         N/A
            Expected life-years                           3         N/A

            The following table summarizes transactions in stock options through
            December 31, 2005:

<TABLE>
<CAPTION>
                                                                 Weighted                           Weighted
                                                                 Average                              Average
                                                                   Exercise        Warrants       Exercise
                                           Warrants                 Price           Exercisable       Price
<S>                                          <C>                   <C>        <C>                <C>
            Granted
            Exercised
            Cancelled
                                            --------------                   -----------------
            Balance at December 31, 2004
            Granted                             1,000,000            $0.50      1,000,000         $0.50
            Exercised
            Cancelled
                                           -------------                      -----------------
            Balance at December 31, 2005        1,000,000            $0.50      1,000,000         $0.50
                                                =========                       =========
</TABLE>

                                      F-20
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

NOTE J - DEFERRED CREDIT (CONTINUED)

                   Stock Options (Continued)

            As of December 31, 2005, there were 1,000,000 common stock options
            outstanding with a weighted average remaining life of 2.83 years and
            a weighted average price of $0.50.

NOTE K - RECLASSIFICATION

           Certain prior year amounts have been reclassified to conform to the
classifications used in 2005.