U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                  For the fiscal year ended December 31, 2005

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

          For the transition period from ___________ to _____________

                        Commission File Number: 000-29462

                      ADVANCED PLANT PHARMACEUTICALS, INC.
           (Name of small business issuer as specified in its charter)

                 Delaware                                       59-2762023
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                       Identification No.)

                               43 West 33rd Street
                               New York, NY 10001
    ------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:          (212) 695-3334
Securities registered pursuant to Section 12(b) of the Act:   None
Securities registered pursuant to Section 12(g) of the Act:   $.0007 par value
                                                              common stock
                               -------------------

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

      Check if no disclosure of delinquent filers pursuant 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 or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|

      State issuer's revenues for the most recent reporting period (Fiscal year)
were $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 of May 16, 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/A - Index

For the Fiscal Year Ended December 31, 2005

        PART I                                                              Page

        Item 1.    Description of Business                                     3
        Item 2.    Description of Properties                                   4
        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                                         5
        Item 6.    Management's Discussion and Analysis                        6
        Item 7.    Financial Statements                                        8
        Item 8.    Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosures                     8
        Item 8A.   Controls and Procedures                                     9
        Item 8B.   Other Information                                           9

        PART III

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

        PART IV

        Item 13.   Exhibits                                                   15
        Item 14.   Principal Accountant Fees and Services                     15

        Signatures                                                            16



This Form 10-KSB/A 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.

<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.

                                       3
<PAGE>

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. In addition, in a separate transaction, Akid acquired 3,130,00
shars of Mazal's outstanding shares from third parties in exchange for 6,180,000
shares of its common stock. Following the consummation of such share exchange,
(i) the Company held 94.2% of Akid's issued and outstanding common stock and
(ii) Akid held (including the 3,130,000 shares acquired in the separate
transaction) 100% of Mazal's issued and outstanding common stock. In October
2005, Akid filed an amendment to its charter changing its name to "Mazal Plant
Pharmaceuticals, Inc."

In 2005, 90% of our products were sold to a single retail store in Brooklyn, NY
offering healthy lifestyle products. The remaining 10% of our products were sold
via our website on the internet.

Employees

As of December 31, 2005, we had a total of 3 employees, none of which are full
time employees. Of these employees, 1 is involved in business development, 1 in
sales and 1 in finance. We also employed 1 consultant as of December 31, 2005
who was involved in business development and financing activities. None of our
employees are represented by a labor union and we have not entered into a
collective bargaining agreement with any union. We have not experienced any work
stoppages and consider our relations with our employees to be good.

ITEM 2. DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

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.

                                       5
<PAGE>

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.

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.

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 preferred stock to
each David Lieberman and CJ Lieberman for repayment of $10,000 of accrued
expenses and $10,000 in outstanding loans.

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

On July 5, 2005, the Company issued 1,000,000 shares of its common stock to
consultants at $0.001872 per share as compensation for services rendered.

* 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.

                                       6
<PAGE>

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

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.

COSTS AND EXPENSES

Cost and expenses for the year ended December 31, 2005 were $5,108,228 as
compared to $3,779,562 for the year ended December 31, 2004, an increase of
$1,328,666. 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. Our selling,
general and administrative (SG&A) expenses increased to $4,350,659 in the year
ended December 31, 2005 from $497,829 in the comparable period for 2004. This
increase in SG&A expnses is primarily based on Mazal's inactivity in 2004.
Mazal's total SG&A expenses were $4,030,862 in 2005 comprised of $3,665,00 in
consulting fees (stock and cash), $138,000 in legal/accounting fees, $101,000 in
travel and entertainment, $39,000 in payroll taxes and $31,000 in rent expense.

Our salaries and consulting fees decreased to $732,118 for the year ended
December 31, 2005 from $2,747,550 for the comparable period in 2004. This
decrease results from the fact that we did not issue any stock for services to
stockholders in 2005 whereas we issued approximately 174 million shares of stock
valued at $2.3 million in 2004. This decrease was partially offset by the
following Mazal salaries and consulting fees: $203,000 for salaries pursuant to
employment agreements and the issuance of 675,000 shares of Mazal/Akid common
stock valued at $115,400.

We recorded a gain on forgiveness of debt of $638,291 in 2005. This debt related
to a write off of old accounts payable and accrued expenses, some of which is
attributable to vendors who conducted clinical trials. This was a one time
occurrence and there was no similar event in 2004.

                                       7
<PAGE>

Our cost of goods sold as a percentage of revenue decreased to 37% in the year
ended December 31, 2005 from 191% in the comparable period in 2004. The reason
for this decrease was primarily attributable to the write off of raw materials
in 2004.

NET LOSS AND NET LOSS PER SHARE

Our net loss and net loss per share was $4,458,390 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 $736,792. 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 $3,290,488 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 he 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 him to have an opportunity
to comment on the disclosure.

(b) Effective March 11, 2003, Livingston, Wachtell & Co., LLP, was retained as
independent auditor of the Company. Prior to the engagement, the Company did not
consult with Livingston, Wachtell & Co., LLP as to the application of accounting
principles relating to a specific completed or contemplated transaction, or the
type of audit opinion that might be rendered on the Company's financial
statements and neither written or oral advice was provided that was considered
to be an important factor considered by the small business issuer in reaching a
decision as to the accounting, auditing or financial reporting issues.

                                       8
<PAGE>

(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.

During the last two fiscal years ended December 31, 2003 and December 31, 2002
and through September 15, 2004, (i) there were no disagreements between the
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 (i) recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms
and (ii) accumulated and communicated to our management, including our chief
executive officer and chief financial officer, to allow timely decisions
regarding required disclosure. 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.

                                       9
<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.
Bielory 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.

                                       10
<PAGE>

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").


TABLE
<TABLE>
<CAPTION>
                                                                                    OTHER ANNUAL
NAME AND PRINCIPAL POSITION                 YEAR     SALARY ($)   COMPENSATION($)    OPTIONS(#)
<S>                                         <C>      <C>          <C>               <C>
--------------------------------            ----     ------------ ---------------   -----------
David Lieberman                             2005     $ 135,000 (1)
  Chief Executive Officer                   2004     $ 135,000 (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         5%                   50%
C.J. Lieberman                25,000,000                  2,500,000         3                    50%

All Executive Officers        42,000,000                                    5%
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.

                                       11
<PAGE>

(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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED 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.

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 2005 and 2004, 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. At December 31, 2005 and 2004, the balance due was
$1,315,000.

                                       12
<PAGE>

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. 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.

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. We prepaid $28,150 in salaries 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. 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 and expires on December 10, 2006.

Our former secretary (and current employee) of the Company has an employment
agreement with the Company dated June 10, 1999, which provides for an annual
base salary and a five year option to purchase 70,000 shares of the Company's
common stock at an exercise price of $0.02 per share. These options expired in
June 2004. During 2004, the Company issued 1,000,000 shares of common stock to
this officer valued at $10,000 as partial payment of accrued salaries. The
balance due at December 31, 2005 and 2004 was $125,496 and $48,900,
respectively.

The party in the preceding paragraph also entered into an employment agreement
with Mazal. The agreement has an annual salary of $36,000 and expires in January
2007. The Company has accrued salary of $8,018 for this individual at December
31, 2005.

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 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.

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.

                                       13
<PAGE>

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.

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 Bielory (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. Bielory 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, 2005 and 2004 royalty
expense amounted to $31 and $64, respectively.

On March 15, 2000, the Company entered into a consulting agreement with Dr.
Bielory whereby under the terms of the agreement, the Company is required to pay
Dr. Bielory 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. Bielory
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, 2005 and 2004 the
balance due was $110,782 and $110,755, respectively.

                                       14
<PAGE>

                                     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

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           $40,000         --           --           --
          -----------------------------------------------------------------
          YEAR ENDED
          DECEMBER 31,   $32,500         --           --           --
          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.

                                       15
<PAGE>

                                                    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:     November 1, 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.

                                               SIGNATURE / TITLE

             Date:      November 1, 2006       By: /s/ David Lieberman
                                               --------------------
                                               David Lieberman
                                               Sole Director

                                       16
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES

                          AUDITED FINANCIAL STATEMENTS

            FOR THE YEARS ENDED DECEMBER 31, 2005 (RESTATED) and 2004



ITEM 7.  FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

Report 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-9

                                       17

<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 (restated) 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 (restated) 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
$3,290,488 , an accumulated deficit of $22,792,391 , 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
(Except as to Notes A, J, K, L
and N as to which the date is
October 25, 2006)

                                      F-1
<PAGE>



              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    December 31,
                                                               2005            2004
                                                           ------------    ------------
                                                            (Restated)
<S>                                                        <C>             <C>

                                     ASSETS

CURRENT ASSETS
  Cash                                                     $     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                                              192,372         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                               3,334,914       3,289,744

DEFERRED CREDIT                                               4,286,105

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                                      (22,792,391)    (18,334,001)
                                                           ------------    ------------
    Total Stockholders' Deficiency                           (7,548,632)     (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

<TABLE>
<CAPTION>
                                                For the Years Ended December 31,
                                                      2005             2004
                                                 -------------    -------------
                                                   (Restated)
<S>                                               <C>              <C>

REVENUE - SALES                                  $      11,577    $      54,964

COSTS AND EXPENSES
  Cost of goods sold                                     4,313          104,999
  Salaries and consulting fees - stockholders          732,118        2,747,550
  Selling, general and administrative expenses       4,350,659          497,829
  Loss on impairment of assets                          20,020          428,360
  Depreciation                                           1,118              824
                                                 -------------    -------------
      Total Costs and Expenses                       5,108,228        3,779,562
                                                 -------------    -------------

NET OPERATING LOSS                                  (5,096,651)      (3,724,598)

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

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

LOSS BEFORE EXTRAORDINARY ITEM                      (5,096,681)      (3,721,598)

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

NET LOSS                                         $  (4,458,390)   $  (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
                                                 =============    =============
</TABLE>

                 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
                                                          ------------    ------------
                                                           (Restated)
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                $ (4,458,390)   $ (3,721,598)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
    Stock based compensation                                 3,853,709       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                     83,695         (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                   (696,665)       (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                       573,968          85,000
                                                          ------------    ------------
      Net cash provided by financing activities                708,328         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
                                                                               -----------    -----------
                                                                                (Restated)
<S>                                                                            <C>            <C>
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Interest paid                                                              $        30

   NON-CASH INVESTING AND FINANCING ACTIVITIES

     Issuance of common stock as compensation                                    3,284,053    $ 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              3,716,449

     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 (Restated) and 2004
<TABLE>
<CAPTION>

                                                  Preferred  Stock            Common Stock                Additional
                                           ---------------------------  -----------------------------      paid-in
                                              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>
                See accompanying notes to financial statements.

                                       F-6
<PAGE>

                                                            Total
                                            Accumulated     Stockholders'
                                               Deficit       Deficiency
                                            -------------   -------------
 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)


                 See accompanying notes to financial statements.
                                      F-7
<PAGE>


              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
            For the Years Ended December 31, 2005 (Restated) and 2004
<TABLE>
<CAPTION>

                                                Preferred  Stock                  Common Stock       Additional
                                           ---------------------------   --------------------------    paid-in   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                                                                                                 (4,458,390)
                                           ------------   ------------   ------------  ------------  ------------  ------------
Balance, December 31, 2005                    5,000,000   $      3,500    798,157,996  $    558,711  $ 14,681,548  $(22,792,391)
                                           ============   ============   ============  ============  ============  ============
</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                           (4,458,390)
                                             ------------
Balance, December 31, 2005                   $ (7,548,632)
                                             ============
</TABLE>


                 See accompanying notes to financial statements.

                                      F-8
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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 2004, and Mazal Plant
Pharmaceuticals, Inc. ("Mazal") acquired in December 2004. On June 6, 2005, APPI
entered into a stock exchange agreement with AKID Corporation ("AKID") to
exchange 7,000,000 shares of Mazal's common stock held by APPI for 20,000,000
shares of AKID common stock. AKID also acquired 3,130,000 shares of Mazal's
outstanding shares from the remaining Mazal stockholders in exchange for
6,180,000 shares of its common stock. In connection with the merger, Mazal
became a wholly owned subsidiary of AKID. Prior to the merger, AKID was a
non-operating "shell" corporation. Pursuant to Securities and Exchange
Commission rules, the merger of a private operating company, Mazal Plant
Pharmaceuticals, Inc., into a non-operating public shell corporation with
nominal assets, AKID, is considered a capital transaction. At the time of the
merger, the officers and directors of AKID resigned and were replaced with the
officers and directors of Mazal. For Financial Statement presentation, the
merger has been reflected in the Financial Statements as though it occurred on
December 31, 2004. In October 2005, AKID filed a name change to Mazal Plant
Pharmaceuticals, Inc.

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 $3,290,481, resulting in negative
working capital and an accumulated deficit of $22,792,391. 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-9
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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 Statement of Financial Accounting Standards 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 the
deductibility of stock based compensation for income tax purposes and 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 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.

                                      F-10
<PAGE>


              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                               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.

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.

                                      F-11
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements (Continued)

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 2004, 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 2004, 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-12
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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-13
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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-14
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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 party 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
party 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 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, management
determined that no further amounts were due at December 31, 2005 or 2004, and
therefore no outstanding liability was recorded for the additional 6,000,000
shares due pursuant to the agreement. During 2003, the Company paid $125,000
towards this liability. 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 party
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 Party 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 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 Party 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
Party Consultant at December 31, 2005 and 2004 was $153,900 and $73,600,
respectively.

                                      F-15
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

NOTE F - RELATED PARTY TRANSACTIONS (CONTINUED)

          Loans Payable and Accrued Expenses - Stockholders (Continued)



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 Bielory (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 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. Bielory 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. Bielory
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.

                                      F-16
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

NOTE F - RELATED PARTY TRANSACTIONS (CONTINUED)

          Loans Payable and Accrued Expenses - Stockholders (Continued)



On March 15, 2000, the Company entered into a consulting agreement with Dr.
Bielory whereby under the terms of the agreement, the Company is required to pay
Dr. Bielory 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. Bielory
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. 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-17
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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

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


Pursuant to SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", a long-lived asset group shall be tested for recoverability
whenever events or changes in circumstances indicate that its carrying amount
may not be recoverable. Due to a lack of sales in the five year period ending
December 31, 2005, and no expected present value based on estimated future cash
flows, the technology rights are deemed to have no fair value and 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-18
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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 2004                        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-19
<PAGE>


              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

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 January 2005, Mazal issued 50,000 shares of its common stock to an employee
at $0.0001 per share. The aggregate remuneration of $5 has been treated as stock
based compensation and expensed in the current year.

In January 2005, Mazal issued 106,000 shares of its common stock to a consultant
at $0.0001 per share. The aggregate remuneration of $11 has been treated as
stock based compensation and expensed in the current year.

In March 2005, Mazal issued 100,000 shares of its common stock to its President
at $0.0001 per share. The aggregate remuneration of $10 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 100,000
shares of its common stock at $0.20 per share realizing $20,000.

On April 19, 2005, Mazal issued 120,000 shares of its common stock to a
consultant at $0.20 per share. The aggregate remuneration of $24,000 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 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 450,000 shares of its common stock to
consultants at $0.417 per share. The aggregate remuneration of $187,650 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 $182,000 after
deducting costs amounting to $118,000 incurred in connection with the private
placement. 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-20
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

NOTE J - DEFERRED CREDIT (CONTINUED)

On December 7, 2005, Mazal issued 1,000,000 shares of its common stock to its
former officers for consulting services at $1.25 per share. The aggregate
remuneration of $1,250,000 has been treated as stock based compensation and
expensed in the current year.

In connection with a private placement on December 13, 2005, Mazal issued
200,000 shares of its common stock at $0.40 per share realizing $50,000.

On December 15, 2005, Mazal issued 149,500 shares of its common stock for late
filing of a registration statement, pursuant to the terms of a private placement
agreement, 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 500,000 shares of its common stock for late
filing of a registration statement, pursuant to the terms of a private placement
agreement, at $1.10 per share. The aggregate remuneration of $550,000 has been
treated as stock based compensation and expensed in the current year.

                                  Stock Options

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>
   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>

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.

Assumptions used to value stock options issued by Mazal 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

During the year ended December 31, 2005, Mazal recorded $569,656 of expense on
the issuance of stock options.

                                      F-21
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)


NOTE K - FORGIVENESS OF DEBT

Forgiveness of debt income in the amount of $638,291 for the year ended December
31, 2005, represents old accounts payable and accrued expenses from prior years
due to vendors and suppliers of the Company which will not be paid. No income
taxes have been calculated on the debt forgiveness as the Company has net
operating losses. The Company considers the write-off to be an extraordinary
item as it is not part of the ordinary and typical activities of the Company.

NOTE L - SUBSEQUENT EVENTS

APPI

The gain on sale of investment resulted from the sale of 500,000 shares of
common stock of Amazon Biotech, Inc., an affiliated company, for $70,000 on June
22, 2006. The Company received $65,000 and $5,000 is included in miscellaneous
receivables. The stock had a basis of $500.

The gain on sale of investment also includes the transfer on June 22, 2006, of
1,200,000 shares of common stock of Amazon Biotech, Inc., to three officers of
the Company in payment of accrued salaries - officers in the amount of $168,000
and compensation in the amount of $72,000. The stock had a basis of $1,200.

On July 10, 2006, the Company entered into an agreement of settlement and
release with a significant stockholder of the Company whereby the Company
transferred 16,000,000 shares of common stock it held in Mazal in payment of
accrued consulting fees of approximately $151,900, due to stockholder - asset
acquisition of $1,315,000, loan payable stockholder of approximately $13,700 and
stock based compensation of approximately $4,919,400.

On July 10, 2006, the Company entered into an agreement of settlement and
release with an officer of the Company whereby the Company transferred 1,000,000
shares of common stock it held in Mazal in payment of accrued salaries of
approximately $102,000 and stock based compensation of approximately $298,000.

On July 25, 2006, the Company entered into an agreement of settlement and
release with its President and transferred 200,000 shares of common stock of
Amazon Biotech, Inc., held as an investment, as payment of $34,000 of accrued
salary.

Mazal

On January 24, 2006, Mazal issued 200,000 shares of its common stock to a
consultant at $1.08 per share. The aggregate remuneration of $216,000 will be
treated as stock based compensation and expensed in 2006.

On January 25, 2006, Mazal issued 100,000 shares of its common stock to its
President at $1.08 per share. The aggregate remuneration of $108,000 will be
treated as stock based compensation and expensed in 2006.

                                      F-22
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2005 (Restated)

NOTE L - SUBSEQUENT EVENTS (CONTINUED)

On February 7, 2006, Mazal approved the issuance of 200,000 shares of its common
stock at $0.25 per share pursuant to a private placement. Mazal incurred $5,000
in expenses related to the private placement and realized $45,000.

On April 11, 2006, Mazal approved the issuance of 400,000 shares of its common
stock at $0.25 per share pursuant to a private placement realizing $100,000.

On July 1, 2006, Mazal authorized the issuance of 244,000 shares of its common
stock for cash at $0.25 per share realizing $61,000.

On July 11, 2006, Mazal amended its 2005 Stock Compensation Plan to allow for
the issuance of 3,500,000 shares, an increase of 2,500,000 shares.

On July 17, 2006, Mazal entered into a consulting agreement whereby the
consultant is to introduce medical clinics and assist in the development of
clinical trials for Mazal for a term of one year. Either party may terminate the
contract with or without cause upon thirty days written notice. The agreement
calls for the issuance of 500,000 shares of Mazal's common stock upon signing
and 1,500,000 shares of Mazal's common stock upon Mazal receiving a letter of
intent from a medical center that has previously performed clinical trials for a
major pharmaceutical company, to perform clinical trials at competitive rates,
in which at least one third (33%) of the payment shall be in shares of the
Mazal's common stock.

On July 31, 2006, Mazal entered into an Interim Letter of Agreement for a Phase
I/II, double-blind, placebo and active-controlled, randomized, parallel-group
study to evaluate the safety and efficacy of MAHDL01 alone and as an adjunct to
statin therapy, versus placebo or statin therapy alone, in increasing HDL in
subjects with hypoalphalipoproteinemia who are maintaining a restricted diet.
The agreement calls for a minimum number of subjects of ten and a maximum of
four hundred. Mazal is responsible for all external direct trial expenses. The
consultant will receive $2,500 per subject who completes the study, where fifty
percent (50%) will be paid in cash and the remaining fifty percent (50%) will be
paid in shares of Mazal's common stock.

NOTE M - RECLASSIFICATIONS

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

NOTE N - RESTATEMENT

The balance sheet at December 31, 2005, was restated to properly reflect
accounts payable and the issuance of common stock by Mazal. The effect of these
changes was to increase total current liabilities by $8,300, decrease the
deferred credit by $490,304 and decrease accumulated deficit by $482,004.

The statement of operations for the year ended December 31, 2005, was restated
to properly reflect salaries and consulting fees - officers, and selling,
general and administrative expenses for the additional payable and the decrease
in stock based compensation. The effect of these changes was to decrease the net
loss in the amount of $482,004.

                                      F-23
<PAGE>