UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

                                       OR

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

               FOR THE TRANSITION PERIOD FROM _____ TO __________

                          Commission File No. 000-29462

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
             (Exact name of registrant 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 office)        (Zip Code)

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

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

<PAGE>

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act Yes |X| No |_|

Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act
Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-k.

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

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


APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date:

866,382,384 shares of Common Stock, $.0007  par value, as of   April 17, 2007.

State issuer's revenues for its most recent fiscal year ended December 31, 2006:
$12,144.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to, as of April 17, 2007 was approximately
$2,362,000 based on a closing bid price of $0.003 and a total of approximately
787,382,000 shares held by non-affiliates.

<PAGE>

APPLICALBE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

                  (Proceedings during the preceding five years)

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes |_|                          No |_|                      Not Applicable |X|

DOCUMENTS INCORPORATED BY REFERENCE:

Form 10-KSB for the year ended December 31, 2005 and all amendments thereto

All quarterly reports filed on Form 10-QSB for the  2006 fiscal year

<PAGE>

                  ADVANCED PLANT PHARMACEUTICALS, INC.

                         Form 10-KSB - Index

For the Fiscal Year Ended December 31, 2006

PART I
                                                                            Page

        Item 1.    Description of Business                                     1

        Item 2.    Description of Properties                                   7

        Item 3.    Legal Proceedings                                           7

        Item 4.    Submission of Matter to a Vote of                           8
                   Security Holders

        PART II

        Item 5.    Market for Common Equity and Related
                   Stockholder Matters                                         8

        Item 6.    Management's Discussion and Analysis                       10

        Item 7.    Financial Statements                                       12

        Item 8.    Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosures                    13

        Item 8A.   Controls and Procedures                                    13

        Item 8B.   Other Information                                          13

        PART III

        Item 9.    Directors and Executive Officers of the
                   Registrant; Compliance with Section 16(a)                  13

        Item 10.   Executive Compensation                                     15

        Item 11.   Security Ownership of Certain Beneficial
                   Owners and Management                                      15

        Item 12.   Certain Relationships and Related Transactions             17

        PART IV

        Item 13.   Exhibits                                                   20

        Item 14.  Principal Accountant Fees and Services                      21
                    Signatures

<PAGE>

        This annual report contains certain 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. These include
statements about our expectations, beliefs, intentions or strategies for the
future, which we indicate by words or phrases such as "anticipate," "expect,"
"intend," "plan," "will," "we believe," "our company believes," "management
believes" and similar language. These forward-looking statements are based on
our current expectations and are subject to certain risks, uncertainties and
assumptions, including those set forth in the discussion under Item 1.
"Description of Business" and Item 6. "Management's Discussion and Analysis",
including under the heading "- Risk Factors" under Item 6. Our actual results
may differ materially from results anticipated in these forward-looking
statements. We base our forward-looking statements on information currently
available to us, and we assume no obligation to update them. In addition, our
historical financial performance is not necessarily indicative of the results
that may be expected in the future and we believe such comparisons cannot be
relied upon as indicators of future performance.

                                             PART I

ITEM 1. BUSINESS

         Advanced Plant Pharmaceuticals, Inc. ("we" "us" "our" the "Company" or
"APPI" ) has through 2006 continued 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.

         On February 28, 2000, the Company entered into an Asset Purchase
Agreement with Dr. Bielory to purchase his various allergy and nasal
formulations.

         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.

         Amazing Nutritions, Inc. has had no operations and is no longer
considered a variable interest entity as defined by FIN 46R. Its operations were
consolidated through September 30, 2006 and is included in discontinued
operations.

                                       1
<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."

         During 2006, we transferred a majority of our equity holdings in Mazal
to satisfy outstanding liabilities and the financial statements of Mazal are no
longer included with our financial statements.

Our Products:

During 2006, we marketed the following products:

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.

o Lo-Chol - Lo-Chol's 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 most 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.

                                       2
<PAGE>

During 2006 we generated revenues from the sale of Sinusol and Lo-Chol.

Employees

As of December 31, 2006, we had a total of three employees, none of which are
full time employees. Of these employees, one is involved in business
development, one in sales and one in finance. We also employed 1 consultant as
of December 31, 2006 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.

Subsequent Events:

          On January 16, 2007, the Company acquired all of the outstanding
equity of World Health Energy, Inc., a Delaware corporation pursuant to the
terms and conditions of a Securities Purchase Agreement and Plan of
Reorganization (the "Agreement") dated as of January 9, 2007 by and among APPI,
WHE and the stockholders of WHE. Pursuant to the Agreement, APPI agreed to issue
55,000,000 shares of its common stock, par value $0.0007 per share (the
"Shares") to Edwin Zhao and David Miedzygorski, the sole stockholders of WHE as
follows: (i) 5,000,000 Shares at Closing and (ii) 50,000,000 Shares within 3
days of the filing of an amendment to APPI's Articles of Incorporation with the
Delaware Secretary of State to either (A) increase the Company's authorized
Common Stock to at least 930,000,000 (a " Capitalization Increase ") or (B) to
effectuate a reverse split of the Company's Common Stock (the " Reverse Split
"). If the Company effects a Reverse Split prior to any Capitalization Increase,
the Remaining Shares due Selling Stockholders shall be proportionately reduced
to give effect to the Reverse Split.

          To date, the Company, has not increased its capitalization or
authorized any type of reverse split.

Business of  World Health Energy:

         World Health Energy ("WHE") is a developmental stage company with
limited operations to date.

         World Health Energy Inc. ("WHE") is an emerging energy company. The
primary objective of the business is to produce and market high-quality,
low-cost B100 biodiesel with a view towards creating energy independence. In
addition to the production of biodiesel, the Company will design and manufacture
biodiesel production plants in varying capacities to meet the demand of the
market, thereby, providing much needed complementary renewable energy solutions
to the international biodiesel communities. The Company hopes to develop
strategic alliances and partnerships with proposed leased and owned facilities
and make resale arrangements with international energy suppliers.

         World Health Energy intends to align itself with strategic partners to
service local and global distributors and corporations seeking lower rates, high
quality biodiesel and biodiesel manufacturing plants. WHE intends to enter into
cooperative agreements with farming communities and local governments.

                                       3
<PAGE>

        World Health Energy intends to establish biodiesel production
operations and to acquire alliances, partnerships and joint ventures with other
like minded parties interested in biodiesel technology. WHE plans to offer
leadership models, marketing support services and financial support to our
acquired alliances, partnerships and joint ventures and to service them for fees
and percentages of the operations.

         World Health Energy's primary marketing objective will be to utilize
existing, well-established distribution channels in each of the markets it
enters, and train the local channel partners in the features and cost benefits
of World Health Energy's products and services. The company will support this
strategy with cooperative print marketing programs, web site information
services, and direct sales efforts through resellers.

         Biodiesel technology although used in Europe for twenty years is a
pioneering technology in North America and Asia. World Health Energy's main
competitors in the future may arise from the larger oil distribution operation
companies, Exxon, Shell, PetroCanada, and the new private companies that are
also gearing to capitalize from the explosion of biodiesel growth. Most of these
companies will have far greater capital resources than WHE. If we are to stay
competitive, we must be able to offer the products on a cost competitive basis
and provide superior customer service.

         WHE has targeted a community in northwest Florida to introduce its
first product. Further development of this operation will be first subject to
entering into a long term land lease program which will enable us to install our
first bio-fuel facility.

         WHE believes that it will require a minimum of $700,000 to commence
commercial operations. Significant additional sums will be required to implement
the WHE business plan. There is currently no existing commitment for any type of
funding, nor can there be any assurance that funding will be available at any
time in the future. Without adequate funding, it is unlikely that WHE will be
able to commence commercial operations .

                                  RISK FACTORS

          Before you invest in our securities, you should be aware that there
are various risks. You should consider carefully these risk factors, together
with all of the other information included in this annual report before you
decide to purchase our securities. If any of the following risks and
uncertainties develop into actual events, our business, financial condition or
results of operations could be materially adversely affected and you could lose
all of your investment in our company.

                                       4
<PAGE>

RISKS ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS

It is unlikely that we will be able to sustain profitability in the future.

         We incurred significant losses in 2006 and there can be no assurance
that we will be able to reverse this trend. Even if we are able to successfully
expand our operations and implement our new business strategy, there can be no
assurance that we will be able to operate profitably.

Our Independent Registered Public Accounting Firm has issued a going concern
opinion.

         Due to our operating losses and deficits, our independent registered
public accounting firm in their financial statements have raised substantial
doubts about our ability to continue as a going concern. If we are not able to
continue as a going concern, our operations will terminate and any investment in
the Company will likely become worthless.

We will require additional financing to continue our operations.

         We will require a significant infusion of capital to sustain our
operations or implement our business plan. There are no plans, agreements,
commitments or understandings with respect to any type of future financing.
Future financing will likely involve the sale of our common stock. Given the
current price of our common stock, it is unlikely that we will be able to secure
the amount of financing we desire. Alternatively, if we are required to issue
shares of common stock, current shareholders will be diluted.

The loss of key members of our senior management team could adversely affect the
execution of our business strategy and our financial results.

     We believe that the successful execution of our business strategy and our
ability to build upon the restructuring we have undertaken depends on the
continued employment of Mr. Lieberman and key employees from World Health. If
Mr. Lieberman or any members of our senior management team become unable or
unwilling to continue in their present positions, our financial results and our
business could be materially adversely affected.

We have had little success with our current business operations and there can be
no assurance that our new business venture will be successful.

         We will continue to operate our current business until and unless we
secure sufficient financing for World Health Energy. World Health Energy is a
developmental stage company. There can be no assurance that World Health Energy
will be able to successfully implement its planned business model. While its
officers have significant experience in the field, without proper financing
and/or government grants, it is highly unlikely that World Health Energy will be
able to implement its business plan.

World Health will face intense competition from larger, better capitalized
companies

         We have a negative net worth. In order for us to implement our business
plan, we will require a significant capital infusion. Even if we are successful
in securing financing, there can be no assurance that we will be able to compete
with larger better capitalized companies.

                                       5
<PAGE>

Risks Related to the Company's Common Stock

The Company does not expect to pay dividends in the foreseeable future.

     The Company has never paid cash dividends on its common stock and has no
plans to do so in the foreseeable future. The Company intends to retain
earnings, if any, to develop and expand its business.

"Penny stock" rules may make buying or selling the common stock difficult and
severely limit their market and liquidity.

     Trading in the Company's common stock is subject to certain regulations
adopted by the SEC commonly known as the "Penny Stock Rules". The Company's
common stock qualifies as penny stock and is covered by Section 15(g) of the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), which imposes
additional sales practice requirements on broker/dealers who sell the Company's
common stock in the market. The "Penny Stock" rules govern how broker/dealers
can deal with their clients and "penny stock". For sales of the Company's common
stock, the broker/dealer must make a special suitability determination and
receive from clients a written agreement prior to making a sale. The additional
burdens imposed upon broker/dealers by the "penny stock" rules may discourage
broker/dealers from effecting transactions in the Company's common stock, which
could severely limit its market price and liquidity. This could prevent
investors from reselling our common stock and may cause the price of the common
stock to decline.

       Although the Company's common stock is listed for trading on the
Over-the-Counter Electronic Bulletin Board, the trading market in the common
stock has substantially less liquidity than the average trading market for
companies quoted on other national stock exchanges and our price may fluctuate
dramatically. A public trading market having the desired characteristics of
depth, liquidity and orderliness depends on the presence in the marketplace of
willing buyers and sellers of our common stock at any given time. This presence
depends on the individual decisions of investors and general economic and market
conditions over which we have no control. Due to limited trading volume, the
market price of the Company's common stock may fluctuate significantly in the
future, and these fluctuations may be unrelated to the Company's performance.
General market price declines or overall market volatility in the future could
adversely affect the price of the Company's common stock, and the current market
price may not be indicative of future market prices.

Our stock price may be volatile

            The market price of our common stock is likely to be highly volatile
and could fluctuate widely in price in response to various factors, many of
which are beyond our control, including:

           o technological innovations or new products and services by us or
             our competitors;
           o additions or departures of key personnel; o sales of our common
             stock
           o our ability to integrate operations, technology, products and
             services;
           o our ability to execute our business plan;
           o operating results below expectations;
           o loss of any strategic relationship;

                                       6
<PAGE>

           o industry developments;
           o economic and other external factors; and
           o period-to-period fluctuations in our financial results.

            In addition, the securities markets have from time to time
experience significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may
also materially and adversely affect the market price of our common stock.

A sale of a substantial number of shares of our common stock may cause the price
of our common stock to decline.

         If our stockholders sell substantial amounts of our common stock in the
public market, the market price of our common stock could fall. These sales also
may make it more difficult for us to sell equity or equity-related securities in
the future at a time and price that we deem reasonable or appropriate.

Owners of our Preferred Shares will continue to have significant ownership of
our voting securities for the foreseeable future.

         Our CEO and his brother have been issued shares of our Preferred
Shares. The Preferred Shares carry supermajority voting rights. As a result,
these people will have the ability, acting as a group, to effectively control
our affairs and business, including the election of directors and subject to
certain limitations, approval or preclusion of fundamental corporate
transactions. This concentration of voting power may:

           o Delay or prevent a change in control

           o Impede a merger, consolidation, takeover, or other transaction
             involving the Company; or

           o Discourage a potential acquirer from making a tender offer
             or otherwise attempting to obtain control of the Company

ITEM 2. DESCRIPTION OF PROPERTY

         The Company continues to lease space at 43 West 33rd Street, New York,
New York 10001. The monthly rent was $2,330 and is currently $2,445 plus
utilities. The current amount of space is sufficient for the Company for the
foreseeable future. Due to the cash problems of the Company, it is possible that
the Company would be forced to vacate the leasehold at some point in the future,
although no such action is imminent or contemplated.

ITEM 3. LEGAL PROCEEDINGS

         The Company 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, nor is the Company aware of any pending or threatened litigation.

                                       7
<PAGE>

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

None.


                                    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 April 18, 2007 had 866,382,384 shares issued and
outstanding.

The following table sets forth, for the periods indicated, the range of high and
low bid quotations for our common stock as quoted on the OTCBB. The reported bid
quotations reflect inter-dealer prices without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.

                                                BID PRICES
             CALENDAR QUARTER ENDED           HIGH          LOW

             FISCAL YEAR 2004

                 March 31              $     .0400   $     .0200
                 June 30               $     .0200   $     .0100
                 September 30          $     .0100   $     .0100
                 December 31           $     .0100   $     .0050

             FISCAL YEAR 2005

                 March 31              $     .0100   $     .0030
                 June 30               $     .0060   $     .0030
                 September 30          $     .0020   $     .0010
                 December 31           $     .0020   $     .0010

             FISCAL YEAR 2006

                 March 31              $     .0040   $     .0010
                 June 30               $     .0020   $     .0010
                 September 30          $     .0020   $     .0010
                 December 31           $     .0140   $     .0008

             FISCAL YEAR 2007

                 March 31              $     .0070   $     .0006


                                       8
<PAGE>

(a)  Transfer Agent

         Our transfer agent is Continental Stock Transfer & Trust Company, 17
Battery Place New York, NY 10004 Their telephone number is (212) 509-4000.

(b)  Stockholders

         As of April 18, 2007 there were approximately 440 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.

(c) Dividend Policy.

         We have not declared or paid cash dividends or made distributions in
the past, and we do not anticipate that we will pay cash dividends or make
distributions in the foreseeable future. We currently intend to retain and
reinvest future earnings, if any, to finance our operations.

(d) Securities authorized for issuance under equity compensation plans

As of December 31, 2006, we had no shares authorized for issuance pursuant to
any type of equity compensation plan We did however in January 2007, authorize
the issuance of up to 70,000,000 shares of the Company's Common Stock pursuant
to a Stock Incentive Plan adopted by the Company.

Recent  Sales of Unregistered Securities.

         During the year ended December 31, 2006 we issued the following
unregistered shares of our Common Stock

On April 1, 2006, the Company issued 19,000,000 shares of its common stock to a
vendor for prepaid services at $0.0016 per share. The aggregate remuneration of
$30,400 has been treated as prepaid consulting expenses.

On November 9, 2006, the Company issued 20,000,000 shares of its common stock to
consultants for services at $0.0057 per share. The aggregate remuneration of
$114,000 has been treated as stock based compensation and expensed in the
current year.

On December 10, 2006, the Company issued 25,000,000 shares of its common stock
pursuant to a stock purchase agreement at $0.002 per share realizing $50,000.

On December 19, 2006, the Company issued 13,000,000 shares of its common stock
to consultants for services at $0.0068 per share. The aggregate remuneration of
$88,400 has been treated as stock based compensation and expensed in the current
year.

          . The securities issued in the foregoing transactions were made in
reliance upon an exemption from registration under Rule 701 promulgated under
Section 3(b) of the Securities Act and or Section 4(2) of the Securities Act.
Alternatively, these issuances of securities were undertaken under Rule 506 of
Regulation D under the Securities Act of 1933, as amended, by the fact that:

                                       9
<PAGE>

-    the  sale  was  made  to  a  sophisticated  or  accredited  investor,  as
     defined in Rule 502;

-    we gave the purchaser the opportunity to ask questions and receive answers
     concerning the terms and conditions of the offering and to obtain any
     additional information which we possessed or could acquire without
     unreasonable effort or expense that is necessary to verify the accuracy of
     information furnished;

-    at a reasonable time prior to the sale of securities, we advised the
     purchaser of the limitations on resale in the manner contained in Rule
     502(d)2; and

-    neither  we  nor  any  person  acting  on our behalf sold the securities by
     any form of general solicitation or general advertising;


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

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

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

GENERAL

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

Our products we are currently marketing are:

o Lo-Chol - Lo-Chol's patent pending formula is derived from the "whole plant"
parts of six selected plants that work in concert to help tip your lipid balance
(good and bad cholesterol) towards a more normal level. These six plants are
synergistically combined using a proprietary "whole plant technology" (a special
pharmaceutical-grade process) that delivers virtually all the natural
phyto-chemicals and active ingredients in the plants. Unlike almost all other
herbal supplements on the market, Lo-Chol does not contain any extracts.
Instead, it utilizes the entire part of a specific plant that is processed and
standardized to deliver optimum potency and nutritional benefits.

                                       10
<PAGE>

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.

         Management has not been satisfied with the results of its operations in
this field. Due to limited capital resources, it has not been able to properly
promote or advertise its products. Moreover, even with increased brand
awareness, competition in the field remains intense. As a result the Company is
pursuing other business opportunities and has acquired all of the issued and
outstanding shares of common stock of World Health. Assuming the Company can
raise sufficient finances, the Company will focus its attention on the
operations on World Health. In the interim, it will continue with its current
operations.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

         Revenues for the year ended December 31, 2006 were $12,144 as compared
to $11,577 for the year ended December 31, 2005, which represents an increase of
$567. The modest increase in revenues did not offset our increased marketing
costs.

COSTS AND EXPENSES

         Cost and expenses for the year ended December 31, 2006 were $6,272,693
as compared to $633,644 for the year ended December 31, 2005. This increase was
primarily due to an increase in salary and consulting fees to stockholders from
$323,000 to $5,607,740. Most of these costs and expenses represent stock based
compensation representing fees and other expenses due consultants and
affiliates. Selling, general and administrative expenses increased from $305,213
to $660,387.

         We incurred a net operating loss for 2006 of $6,260,549 as compared to
a net operating loss in 2005 totaling $622,067.

                                       11
<PAGE>

         During 2006, we recorded a loss from discontinued operations of
$2,471,156 and a gain on the disposition of discontinued operations totaling
$7,091,210. The gain on disposition of discontinued operations is the result of
Mazal and Amazing Nutritionals no longer being consolidated effective October 1,
2007. The loss from discontinued operations represents the discontinuance of the
operations of both Mazal and Amazing Nutritionals.

NET LOSS AND NET LOSS PER SHARE

         Our net loss and net loss per share was $1,575,613 and $0.00 for the
year ended December 31, 2006, as compared to $4,458,390 and $0.01 for the year
ended December 31, 2005. This decrease was due primarily to the recognized gain
on the disposal of discontinued operations.

OTHER MATTERS

         We will require a significant capital infusion if we are going to fully
implement or even see World Health commence operations. There can be no
assurance that we will be successful in securing this funding.

         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

         As of December 31, 2006 we had current assets of $7,600 and total
assets of $29,694 as compared to current assets of $44,426 and total assets of
$72,387 as of December 31, 2005. We had current liabilities of $1,799,134 as
compared to $3,334,914. The significant decline in our current liabilities is
primarily attributable to the disposal of the discontinued operations.

         At December 31, 2006, we had working capital deficiency of $1,791,534
as compared with a working capital deficiency of $3,290,488 at December 31,
2005.

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.

                                       12
<PAGE>


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

None.

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.

                                   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          42               CEO, President and Director

         David Lieberman has served as President and Chief Executive Officer 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.


                                       13
<PAGE>

         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 discretion of the Board of Directors. The Company's sole executive officer,
David Lieberman, is also the sole director 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.

                                       14
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following table summarizes all compensation paid by us with respect
to the fiscal year ended December 31, 2006 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, 2006 (collectively, the "Named Executive
Officers").

TABLE

                                                                        OTHER
ANNUAL
NAME AND PRINCIPAL POSITION     YEAR      SALARY ($)  COMPENSATION($) OPTIONS(#)

---------------------------     ----     ------------ --------------  ----------
David Lieberman                 2006     $ 135,000 (1)    $24,000(2)
  Chief Executive Officer       2005     $ 135,000 (1)
                                2004     $ 135,000 (1)

     (1)All salaries have been accrued but not paid.
     (2)Paid by transferring shares of Amazon Biotech, Inc. stock held by the
Company.

EMPLOYMENT AND OTHER AGREEMENTS

         The Company entered into a 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.

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

                                       15
<PAGE>

Name and Address              Amount and Nature
of Beneficial               of Beneficial Ownership         Percent of Class
Owner                       Common(3) Preferred(2)(3)    Common(4)  Preferred(5)

------------------------   ----------   ----------       ---------  ------------
David Lieberman (1)        42,000,000    2,500,000          4.8%         50%
C.J. Lieberman             25,000,000    2,500,000          2.9%         50%

All Executive Officers     42,000,000    2,500,000          4.8%
and Directors as a Group
(1 person)

(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.


                                       16
<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 875,157,996 shares of common stock
outstanding as of December 31, 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 December 31, 2006 assuming no other changes in the beneficial
ownership of the our securities.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         At various dates throughout 2006 and 2005, the sole designated director
of the Company, Mr. David Lieberman, ("Director") authorized the issuance of
52,000,000 and 35,000,000 shares of the Company's common stock for consulting
services, which is approximately 6% and 4% of the outstanding common stock of
the Company at December 31, 2006 and 2005, respectively. Management and the
Director issued this stock to various consultants for professional services
rendered to the Company during 2006 and 2005. Of this total, no shares were
issued to related party consultants in 2006 or 2005.

                  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 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, 2006 and 2005, 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, management determined that no
further amounts were due at December 31, 2006 or 2005, 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. During 2006, the Company transferred shares of common stock it held
in Mazal as payment in full of this liability. At December 31, 2006 and 2005 the
balance due was $-0- and $1,315,000 respectively.

                                       17
<PAGE>

         In addition, the Company agreed to pay a related party 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. No shares of common stock were issued to this
consultant for services in 2006 or 2005. During 2006, the Company transferred
shares of Mazal and Amazon Biotech, Inc. ("Amazon") common stock held for
investment to the consultant in payment in the amount of $207,900. The balance
due the related party consultant at December 31, 2006 and 2005 was $47,000 and
$153,900, respectively.

         CJ Lieberman also entered into an employment agreement with Mazal. The
agreement had a monthly base of $4,000 which was increased to $5,500 and has
additional incentive clauses for payment in Mazal common stock and salary
increases. The agreement expires December 10, 2006. Salary expense amounted to
$49,500 for the year ended December 31, 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. During 2006, the Company transferred shares of Amazon
common stock held for investment in payment of $90,000. The balance due the
Director at December 31, 2006 and 2005 was $738,839 and $696,897, 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 $18,000 and $24,000 for the years ended
December 31, 2006 and 2005, respectively. Accrued expenses - stockholders
includes accrued salary of $9,000 at December 31, 2005.

                                       18
<PAGE>

         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. During
2006, the Company transferred shares of Mazal and Amazon common stock held for
investment as payment in the amount of $157,650. The balance due the Officer at
December 31, 2006 and 2005 was $29,346 and $125,496, 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, 2006 and 2005 was
$128,000. There is no due date and the loan is to be repaid with the issuance of
26,000,000 shares of the Company's common stock.

          A stockholder loaned the Company $5,000 for working capital. The
balance due to the stockholder at December 31, 2006 and 2005 was $5,000. There
is no due date and the loan is to be repaid with the issuance of 1,000,000
shares of the Company's common stock.

         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, 2006 and 2005 royalty
expense amounted to $56 and $31, 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. At December 31, 2006 and
2005 the balance due was $122,417 and $110,782, 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 $157,500 and
$212,530 for the years ended December 31, 2006 and 2005, and included monthly
payments totaling $49,500 and $63,000, and 100,000 and 750,000 shares of Mazal
common stock valued at $108,000 and $149,530, respectively. Accrued expenses -
stockholders includes accrued salary of $13,000 at December 31, 2005.

                                       19
<PAGE>

         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 $26,100 for the year ended
December 31, 2006. 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.

                                     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.

                                       20
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

          -----------------------------------------------------------------
                1            2            3            4            5
          -----------------------------------------------------------------
          FISCAL YEAR                AUDIT-RELATED               ALL OTHER
          ENDING        AUDIT FEES   FEES           TAX FEES     FEES
          -----------------------------------------------------------------
          YEAR ENDED
          DECEMBER 31,
          2006           $40,000         --           --           $2,500
          -----------------------------------------------------------------
          YEAR ENDED
          DECEMBER 31,   $40,000         --           --           --
          2005
          -----------------------------------------------------------------

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.


                                       21
<PAGE>

                                     SIGNATURES

     In accordance with the Exchange Act, this report has been signed below by
the following persons on our behalf and in the capacities and on the dates
indicated.

Date: April 19, 2007

                                    ADVANCED PLANT PHARMACEUTICALS, INC.
                                 ----------------------------------------
                                             (Registrant)


                                         By: /s/ David Lieberman
                                             -------------------
                                     David Lieberman, CEO/President/Director


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

Signature                        Title                      Date


/s/ David Lieberman        President/CEO/ Director      April 19, 2007
-------------------
David Lieberman


                                       22
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED
                      DECEMBER 31, 2006 AND 2005 (RESTATED)

<PAGE>

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 Statements of Stockholders' Deficiency                     F-6

Notes to Financial Statements                                           F-8

<PAGE>

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


             Report of Independent Registered Public Accounting Firm



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


We have audited the accompanying consolidated balance sheets of Advanced Plant
Pharmaceuticals, Inc. and Subsidiaries (a Delaware corporation) as of December
31, 2006 and 2005 (restated), 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, 2006 and 2005 (restated), 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 B to the
consolidated financial statements, the Company has negative working capital of
$1,791,534, an accumulated deficit of $24,368,004, 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 B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

See also Notes E and G regarding significant related party stock transactions
for services rendered to the Company and stock issued in 2006 and 2005.



                                                          Meyler & Company, LLC


Middletown, NJ
April 16, 2007

                                      F-1
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                      2006             2005
                                                                                  ------------    ------------
                                                                                                   (Restated)
                                     ASSETS
CURRENT ASSETS
<S>                                                                               <C>             <C>
   Cash                                                                           $         --    $     11,688
   Accounts receivable                                                                      --           1,188
    Prepaid expenses - stockholders                                                         --          31,550
   Prepaid consulting expenses                                                           7,600              --
                                                                                  ------------    ------------
         Total Current Assets                                                            7,600          44,426

OFFICE EQUIPMENT, net of accumulated depreciation of
   $4,058 and $2,942 at December 31, 2006 and 2005, respectively                           295           1,411
                                                                                  ------------    ------------

OTHER ASSETS
    Goodwill                                                                                --          10,406
    Due from related companies                                                          16,120           9,000
    Other assets                                                                         5,679           7,144
                                                                                  ------------    ------------
                                                                                        21,799          26,550
                                                                                  ------------    ------------
          Total Assets                                                            $     29,694    $     72,387
                                                                                  ============    ============
                             LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Bank overdraft                                                                 $      5,468    $      7,977
   Accounts payable                                                                    181,946         192,372
   Accrued expenses                                                                    425,694         229,794
   Accrued expenses - stockholders                                                     871,549       1,220,481
    Due to related companies                                                             8,484              --
    Due to stockholder - asset acquisition                                                  --       1,315,000
   Loans payable - stockholders                                                        305,993         369,290
                                                                                  ------------    ------------
         Total Current Liabilities                                                   1,799,134       3,334,914

DEFERRED CREDIT                                                                             --       4,286,105

STOCKHOLDERS' DEFICIENCY
    Preferred stock, authorized 10,000,000 shares; $0.0007 par value; 5,000,000
        and 5,000,000 shares issued and outstanding at December 31, 2006 and
        2005, respectively                                                               3,500           3,500
   Common stock, authorized 880,000,000
        shares; $0.0007 par value; 875,157,996 and
        798,157,996 shares issued and outstanding at
        December 31, 2006 and 2005, respectively                                       612,611         558,711
   Additional paid-in capital                                                       21,982,453      14,681,548
      Accumulated deficit                                                          (24,368,004)    (22,792,391)
                                                                                  ------------    ------------

    Total Stockholders' Deficiency                                                  (1,769,440)     (7,548,632)
                                                                                  ------------    ------------
          Total Liabilities and Stockholders' Deficiency                          $     29,694    $     72,387
                                                                                  ============    ============
</TABLE>


                                      F-2
<PAGE>

                 See accompanying notes to financial statements.
              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                          For the Years Ended December 31,
                                                                              2006             2005
                                                                          -------------    -------------
                                                                                            (Restated)
<S>                                                                       <C>              <C>
REVENUE - SALES                                                           $      12,144    $      11,577
                                                                          -------------    -------------
COSTS AND EXPENSES
    Cost of goods sold                                                            3,450            4,313
   Salaries and consulting fees - stockholders                                5,607,740          323,000
   Selling, general and administrative expenses                                 660,387          305,213
   Loss on impairment of assets                                                      --               --
   Depreciation                                                                   1,116            1,118
                                                                          -------------    -------------

           Total Costs and Expenses                                           6,272,693          633,644
                                                                          -------------    -------------

NET OPERATING LOSS                                                           (6,260,549)        (622,067)

OTHER INCOME (EXPENSE)
    Gain on sale of investment                                                   69,500               --
    Interest expense                                                             (4,618)             (30)
                                                                          -------------    -------------

                                                                                 64,882              (30)
                                                                          -------------    -------------

LOSS BEFORE EXTRAORDINARY ITEM &
     DISCONTINUED OPERATIONS                                                 (6,195,667)        (622,097)

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

INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS                                 (6,195,667)          16,194
                                                                          -------------    -------------

Loss from discontinued operations, net of income taxes of $-0-               (2,471,156)      (4,474,584)
Gain on disposal of discontinued operations, net of income taxes of $-0       7,091,210               --
                                                                          -------------    -------------

Net discontinued operations                                                   4,620,054       (4,474,584)
                                                                          -------------    -------------

NET LOSS                                                                  $  (1,575,613)   $  (4,458,390)
                                                                          =============    =============

NET LOSS PER SHARE OF COMMON STOCK
   Income (loss) before discontinued operations
         (basic and fully diluted)                                        $         .01    $        (.01)
                                                                          =============    =============
   Net loss (basic and diluted)                                           $        (.00)   $        (.01)
                                                                          =============    =============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING (basic and fully diluted)                             817,347,037      792,788,133
                                                                          =============    =============
</TABLE>


                                      F-3
<PAGE>

                 See accompanying notes to financial statements.
              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                            For the Years Ended December 31,
                                                                 2006             2005
                                                               -----------    -----------
                                                                               (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>            <C>
   Net loss                                                    $(1,575,614)   $(4,458,390)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
       Stock based compensation                                  2,149,900      3,853,709
       Gain on discontinued operations                          (7,091,210)            --
       Gain on sale of investment                                  (69,500)            --
       Stock held for investment issued for services             5,289,741             --
       Depreciation expense                                          1,116          1,118
       Provision for loss on impairment of assets                       --         20,020
       Gain on forgiveness of debt                                      --       (638,291)
    Changes in assets and liabilities:
       Decrease (increase) in accounts receivable                    1,188           (882)
       Decrease in prepaid consulting expenses                      22,800             --
       Decrease (increase) in prepaid expenses - stockholders       31,550        (31,550)
       Increase in due from related companies                       (4,500)        (9,000)
       Increase in accounts payable                                 94,383         83,695
       Increase in accrued expenses                                300,003        153,671
       Increase in accrued expenses - stockholders                 431,836        329,235
                                                               -----------    -----------
       Net cash used in operating activities                      (418,307)      (696,665)

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of investment                                 70,000             --
   Payment for intangible asset                                         --         (1,020)
                                                               -----------    -----------
       Net cash provided by (used in) investing activities          70,000         (1,020)

CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                     (322)         2,866
   Cash paid in disposal of discontinued operations                    (43)            --
   Increase in deposits to acquire common stock                     52,275             --
   Proceeds from issuance of Mazal common stock                    206,000             --
   Proceeds from issuance of common stock                           50,000        573,968
   Payments on loans payable - stockholders'                            --        (29,800)
   Proceeds from loans payable - stockholders'                      28,709        161,294
                                                               -----------    -----------
       Net cash provided by financing activities                   336,619        708,328
                                                               -----------    -----------

       Net increase (decrease) in cash                             (11,688)        10,643

CASH AT BEGINNING OF PERIOD                                         11,688          1,045
                                                               -----------    -----------
CASH AT END OF PERIOD                                          $        --    $    11,688
                                                               ===========    ===========
</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,
                                                                              2006          2005
                                                                           -----------    -----------
                                                                                          (Restated)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<S>                                                                        <C>            <C>
   Interest paid                                                           $     4,618    $        30


NON-CASH INVESTING AND FINANCING ACTIVITIES

     Issuance of common stock as compensation                                2,149,900      3,284,053
     Transfer of investments in payment of accrued expenses -
        stockholders'                                                          455,550
     Transfer of investments in payment of due to stockholder -
        asset acquisition                                                    1,315,000
     Transfer of investments in payment of loans payable - stockholders'        13,709
     Transfer of investments to stockholders' for compensation
        classified as additional paid-in capital                             7,072,005
     Issuance of common stock for prepaid consulting expenses                   30,400
     Fair market value of Mazal stock options granted recorded
       as compensation expense and deferred credit                                            569,656
      Issuance of common stock for payment of accrued expenses                                 16,500
     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 and liabilities disposed of in discontinued operations:
       Cash                                                                        (43)
       Due from related companies                                              (12,984)
       Goodwill                                                                (10,406)
       Bank overdraft                                                            2,187
       Accounts payable                                                        104,808
       Accrued expenses                                                        104,103
       Accrued expenses - stockholders'                                        325,218
       Due to related companies                                                  7,120
       Loans payable - stockholders'                                            78,297
       Deposits to acquire common stock                                         52,275
       Deferred credit                                                       6,440,635
       Accumulated deficit                                                  (7,091,210)
</TABLE>

                                      F-5
<PAGE>

             ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
                   DEFICIENCY For the Years Ended December 31,
                            2006 and 2005 (Restated)
<TABLE>
<CAPTION>
                                                                                                                  Additional
                                                      Preferred  Stock                   Common Stock               Paid-in
                                                    Shares        Amount          Shares            Amount          Capital
                                                   ---------      ------       -----------         --------       -----------
<S>                                               <C>            <C>           <C>                 <C>            <C>
Balance, December 31, 2004                         2,500,000      $1,750        748,157,996         $523,711       $14,540,226
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
                                                   ---------      ------        -----------         --------       -----------
Balance, December 31, 2005                         5,000,000      $3,500        798,157,996         $558,711       $14,681,548
                                                   =========      ======        ===========         ========       ===========
<CAPTION>

                                                                          Total
                                                     Accumulated       Stockholders'
                                                      Deficit          Deficiency
                                                    ------------      -----------
<S>                                                 <C>               <C>
Balance, December 31, 2004                           $(18,334,001)     $(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)      (4,458,390)
                                                     ------------      -----------
Balance, December 31, 2005                           $(22,792,391)     $(7,548,632)
                                                     ============      ===========
</TABLE>


                 See accompanying notes to financial statements.


                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                                              Preferred Stock          Common Stock        Additional                      Total
                                             ------------------   ----------------------     Paid-in     Accumulated   Stockholders'
                                              Shares     Amount      Shares      Amount      Capital       Deficit       Deficiency
                                             ---------  -------   -----------  ---------  ------------  -------------  -------------
<S>                                          <C>        <C>       <C>          <C>        <C>           <C>            <C>
Balance, December 31, 2005                   5,000,000  $ 3,500   798,157,996  $ 558,711  $ 14,681,548  $(22,792,391)  $ (7,548,632)

Common stock issued April 1, 2006
   for services at $0.0016                                         19,000,000     13,300        17,100                       30,400

Adjustments to record transfers of Amazon
   and Mazal stock to shareholders as
    stock based compensation June-July 2006                                                  7,072,005                    7,072,005

Common stock issued November 9, 2006
   for services at $0.0057                                         20,000,000     14,000       100,000                      114,000

Common stock issued December 10, 2006
   pursuant to private placement at $0.002                         25,000,000     17,500        32,500                       50,000

Common stock issued December 19, 2006
   for services at $0.0068                                         13,000,000      9,100        79,300                       88,400

Net loss for the Year Ended
   December 31, 2006                                                                                      (1,575,613)    (1,575,613)
                                             ---------  -------   -----------  ---------  ------------  ------------   ------------

Balance, December 31, 2006                   5,000,000  $ 3,500   875,157,996  $ 612,611  $ 21,982,453  $(24,368,004)  $ (1,769,440)
                                             =========  =======   ===========  =========  ============  ============   ============
</TABLE>


                 See accompanying notes to financial statements.

                                      F-7
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE A - 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.

NOTE B - 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 net 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. During 2006, as a result of the Company
            transferring shares of Mazal common stock to the Company's
            stockholders' in payment of debt, Mazal ceased to be a subsidiary.
            As a result of shares of stock issued by Amazing, the Company no
            longer holds a majority interest. The results of operations for
            Mazal and amazing are included in the 2006 financial statements from
            January 1, 2006 through September 30, 2006.

            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.


                                      F-8
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE B - PRINCIPLES OF CONSOLIDATION AND NATURE OF BUSINESS (CONTINUED)

            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 $1,791,534,
            resulting in negative working capital and an accumulated deficit of
            $24,368,004. 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 C - 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.

            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, 2006 and 2005.

            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.


                                      F-9
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            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, 2006 and 2005.

            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.

            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, 2006 and 2005 amounted to $-0- and $1,000, respectively.

                                      F-10
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            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 June 2006, the Financial Accounting Standards Board ("FASB")
           issued Interpretation 48, "Accounting for Income Tax Uncertainties"
           ("FIN 48"). FIN 48 defines the threshold for recognizing the benefits
           of tax return positions in the financial statements as
           "more-likely-than-not" to be sustained by the taxing authority.
           Recently issued literature also provides guidance on the
           derecognition, measurement and classification of income tax
           uncertainties, along with any related interest and penalties. FIN 48
           also includes guidance concerning accounting for income tax
           uncertainties in interim periods and increases the level of
           disclosures associated with any recorded income tax uncertainties.
           FIN 48 is effective for fiscal years beginning after December 15,
           2006. The Company expects to adopt the provisions of FIN 48 beginning
           in the first quarter of 2007. The Company is currently in the process
           of determining the impact, if any, of adopting the provisions of FIN
           48 on its financial position, results of operations and liquidity.

           In September 2006, the FASB issued SFAS No. 157, "Fair Value
           Measurements," which defines fair value, establishes a framework for
           measuring fair value under other accounting pronouncements that
           permit or require fair value measurements, changes the methods used
           to measure fair value and expands disclosures about fair value
           measurements. In particular, disclosures are required to provide
           information on the extent to which fair value is used to measure
           assets and liabilities; the inputs used to develop measurements; and
           the effect of certain of the measurements on earnings (or changes in
           net assets). SFAS No. 157 is effective for fiscal years beginning
           after November 15, 2007 and interim periods within those fiscal
           years. Early adoption, as of the beginning of an entity's fiscal
           year, is also permitted, provided interim financial statements have
           not yet been issued. The Company expects to adopt the provisions of
           FIN 48 beginning in the first quarter of 2008. The Company is
           currently evaluating the potential impact, if any, that the adoption
           of SFAS No. 157 will have on its consolidated financial statements.


           In September 2006, the Securities and Exchange Commission issued
           Staff Accounting Bulletin No. 108, "Considering the Effects of Prior
           Year Misstatements when Quantifying Misstatements in Current Year
           Financial Statements" ("SAB No. 108"). SAB No. 108 provides guidance
           on how prior year misstatements should be considered when quantifying
           misstatements in the current year financial statements. SAB No. 108
           requires registrants to quantify misstatements using both a balance
           sheet and an income statement approach and evaluate whether either
           approach results in quantifying a misstatement that, when all
           relevant quantitative and qualitative factors are considered, is
           material. SAB No. 108 does not change the guidance in SAB No. 99,
           "Materiality," when evaluating the materiality of misstatements.


                                      F-11
<PAGE>


              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           Recent Accounting Pronouncements (Continued)

           SAB No. 108 is effective for fiscal years ending after November 15,
           2006. Upon initial application, SAB No. 108 permits a one-time
           cumulative effect adjustment to beginning retained earnings. The
           Company adopted SAB No. 108 for the fiscal year ended December 31,
           2006. Adoption of SAB No. 108 did not have a material impact on the
           consolidated financial statements.

           In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
           for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159
           allows entities to measure at fair value many financial instruments
           and certain other assets and liabilities that are not otherwise
           required to be measured at fair value. SFAS 159 is effective for
           fiscal years beginning after November 15, 2007. We have not
           determined what impact, if any, that adoption will have on our
           results of operations, cash flows or financial position.

NOTE D - 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.

           In 2006, the Company distributed most of its shares in Mazal. As of
           December 31, 2006 the Company no longer owns as majority or
           controlling interest in Mazal.

NOTE E - COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

           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.

                                      F-12
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE E - COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL (CONTINUED)

           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.

           On April 1, 2006, the Company issued 19,000,000 shares of its common
           stock to a vendor for prepaid services at $0.0016 per share. The
           aggregate remuneration of $30,400 has been treated as prepaid
           consulting expenses.

           On November 9, 2006, the Company issued 20,000,000 shares of its
           common stock to consultants for services at $0.0057 per share. The
           aggregate remuneration of $114,000 has been treated as stock based
           compensation and expensed in the current year.

           On December 10, 2006, the Company issued 25,000,000 shares of its
           common stock pursuant to a stock purchase agreement at $0.002 per
           share realizing $50,000.

           On December 19, 2006, the Company issued 13,000,000 shares of its
           common stock to consultants for services at $0.0068 per share. The
           aggregate remuneration of $88,400 has been treated as stock based
           compensation and expensed in the current year.

            Additional paid-in capital includes $272,600 for the transfer of
            1,400,000 shares of common stock of Amazon Biotech, Inc., held as an
            investment by the Company, to three stockholders' of the Company in
            payment of accrued expenses - stockholders' in the amount of
            $202,000 and compensation in the amount of $72,000. The stock had a
            basis of $1,400.

            Additional paid-in capital includes $6,799,405 for the transfer of
            17,000,000 shares of common stock of Mazal, held as an investment by
            the Company, to two stockholders' in payment of accrued expenses -
            stockholders' in the amount of $253,550, due to stockholder - asset
            acquisition in the amount of $1,315,000, loans payable -
            stockholders' in the amount of $13,709, and compensation in the
            amount of $5,217,741. The stock had a basis of $595.

           Included in shares of common stock outstanding at December 31, 2006,
           are 88,750,000 shares authorized for issuance by the director of the
           Company which have not been issued by the Company's stock transfer
           agent.

NOTE F - OFFICE EQUIPMENT

           Office equipment is comprised of the following:

                                                                   December 31,

                                                                2006       2005
      Computer equipment                                     $ 4,353    $ 4,353
      Less accumulated depreciation                           (4,058)    (2,942)
                                                             -------    -------
      Office equipment, net                                  $   295    $ 1,411
                                                             =======    =======

           Depreciation expense for the years ended December 31, 2006 and 2005
           amounted to $1,116 and $1,118, respectively.

                                      F-13
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE G - RELATED PARTY TRANSACTIONS

           At various dates throughout 2006 and 2005, the sole designated
           director of the Company, Mr. David Lieberman, ("Director") authorized
           the issuance of 52,000,000 and 35,000,000 shares of the Company's
           common stock for consulting services, which is approximately 6% and
           4% of the outstanding common stock of the Company at December 31,
           2006 and 2005, respectively. Management and the Director issued this
           stock to various consultants for professional services rendered to
           the Company during 2006 and 2005. Of this total, no shares were
           issued to related party consultants in 2006 or 2005.

           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 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, 2006 and 2005, 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 H,
           management determined that no further amounts were due at December
           31, 2006 or 2005, 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. During
           2006, the Company transferred shares of common stock it held in Mazal
           as payment in full of this liability. At December 31, 2006 and 2005
           the balance due was $-0- and $1,315,000 respectively.

           In addition, the Company agreed to pay a related party 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.

                                      F-14
<PAGE>



              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE G - RELATED PARTY TRANSACTIONS (CONTINUED)

           Loans Payable and Accrued Expenses - Stockholders (Continued)

           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 J. No shares of common stock were issued to
           this consultant for services in 2006 or 2005. During 2006, the
           Company transferred shares of Mazal and Amazon Biotech, Inc.
           ("Amazon") common stock held for investment to the consultant in
           payment in the amount of $207,900. The balance due the related party
           consultant at December 31, 2006 and 2005 was $47,000 and $153,900,
           respectively.

           CJ Lieberman also entered into an employment agreement with Mazal.
           The agreement had a monthly base of $4,000 which was increased to
           $5,500 and has additional incentive clauses for payment in Mazal
           common stock and salary increases. The agreement expires December 10,
           2006. Salary expense amounted to $49,500 for the year ended December
           31, 2006. Salary expense amounted to $95,900 for the years 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 J. During 2006, the Company transferred shares of
           Amazon common stock held for investment in payment of $90,000. The
           balance due the Director at December 31, 2006 and 2005 was $738,839
           and $696,897, 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 $18,000 and
           $24,000 for the years ended December 31, 2006 and 2005, respectively.
           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 J. During 2006, the Company
           transferred shares of Mazal and Amazon common stock held for
           investment as payment in the amount of $157,650. The balance due the
           Officer at December 31, 2006 and 2005 was $29,346 and $125,496,
           respectively.


                                      F-15
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE G - RELATED PARTY TRANSACTIONS (CONTINUED)

           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, 2006 and 2005 was $128,000. There is no
           due date and the loan is to be repaid with the issuance of 26,000,000
           shares of the Company's common stock.

            A stockholder loaned the Company $5,000 for working capital. The
            balance due the stockholder at December 31, 2006 and 2005 was
            $5,000. There is no due date and the loan is to be repaid with the
            issuance of 1,000,000 shares of the Company's common stock.

           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,
           2006 and 2005 royalty expense amounted to $56 and $31, 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. At December
           31, 2006 and 2005 the balance due was $122,417 and $110,782,
           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 $157,500 and $212,530 for the years ended
           December 31, 2006 and 2005, and included monthly payments totaling
           $49,500 and $63,000, and 100,000 and 750,000 shares of Mazal common
           stock valued at $108,000 and $149,530, respectively. Accrued expenses
           - stockholders includes accrued salary of $13,000 at December 31,
           2005.

                                      F-16
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE G - RELATED PARTY TRANSACTIONS (CONTINUED)

           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 $26,100
           for the year ended December 31, 2006. 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.


NOTE H - INTANGIBLE ASSETS/IMPAIRMENT LOSS

            Intangible assets consist of the following at December 31,

                                                    2006         2005
                                              ----------   ----------

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

            Under 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 for Amazing,
            and no expected present value based on estimated future cash flows,
            the technology rights are deemed to have no value and an impairment
            loss in the amount of $-0- and $20,020 was recognized in the years
            ended December 31, 2006 and 2005, respectively. The loss is included
            in loss from discontinued operations for the year ended December 31,
            2005.

NOTE I - RENT

           The Company maintains its corporate office in New York pursuant to an
           operating lease which expires March 31, 2008 and calls for monthly
           lease payments of $2,330 through March 2007 and $2,445 from April
           2007 through March 2008, plus 35% of the floors electricity cost and
           $100 per month May to September for air conditioning.

           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, Mazal rented office space in the home
           of the Company's President in the amount of $12,000.


                                      F-17
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE I - RENT (CONTINUED)

           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, 2006 and 2005 amounted
           to $37,174 and $39,721, respectively.

NOTE J - 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.

           The following table summarizes transactions in stock options through
           December 31, 2006:

<TABLE>
<CAPTION>
                                                                       Weighted     Weighted
                                                         Average                     Average
                                                         Exercise      Options      Exercise
                                            Options       Price      Exercisable     Price
                                          ----------    ---------    ----------    ----------
           <S>                             <C>          <C>           <C>          <C>
           Balance at December 31, 2004    6,000,000    $      .01    6,000,000    $      .01

           Cancelled                      (6,000,000)          .01   (6,000,000)          .01
                                          ----------    ---------    ----------    ----------

           Balance at December 31, 2005           --                         --

           Cancelled                              --                         --
                                          ----------    ---------    ----------    ----------

           Balance at December 31, 2006   ==========    =========    ==========    ==========
</TABLE>


                                      F-18
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE J - STOCK OPTIONS AND WARRANTS (CONTINUED)

           Stock Warrants

           The following table summarizes transactions in stock warrants through
           December 31, 2006:

<TABLE>
<CAPTION>
                                                           Weighted                        Weighted
                                                            Average                        Average
                                                           Exercise            Warrants    Exercise
                                           Warrants          Price            Exercisable    Price
                                            ---------      ---------          ---------    ---------
<S>                                         <C>                 <C>            <C>           <C>
           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
           Granted
           Exercised
           Cancelled
                                            ---------                          ---------
           Balance at December 31, 2006     7,000,000           .03            7,000,000     .03
                                            =========                          =========
</TABLE>

           As of December 31, 2006, there were 7,000,000 common stock warrants
           outstanding with a weighted average remaining life of 0.5 years and a
           weighted average price of $0.03.


NOTE K - DEFERRED CREDIT

            At December 31, 2005, 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.

            Issuances of Mazal common stock 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.


                                      F-19
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

NOTE K - DEFERRED CREDIT (CONTINUED)

            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.

            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.


                                      F-20
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE K - DEFERRED CREDIT (CONTINUED)

            On December 15, 2005, Mazal issued 149,500 shares of its common
            stock to 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.

            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 has been treated as stock based compensation and expensed
            in the current period.

            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 has been treated as stock based compensation and expensed
            in the current period.

            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 approved the issuance of 244,000 shares of
            its common stock at $0.25 per share pursuant to a private placement
            realizing $61,000.

            On July 31, 2006, Mazal issued 2,000,000 shares of its common stock
            to a consultant at $0.80 per share. The aggregate remuneration of
            $1,600,000 has been treated as stock based compensation and expensed
            in the current period.

            On September 6, 2006, Mazal issued 50,000 shares of its common stock
            to a consultant at $0.47 per share. The aggregate remuneration of
            $23,500 has been treated as stock based compensation and expensed in
            the current period.


                                      F-21
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE K - DEFERRED CREDIT (CONTINUED)

            Stock Options

            The following table summarizes transactions in stock options through
            December 31, 2006:

<TABLE>
<CAPTION>
                                                                        Weighted                           Weighted
                                                                        Average                             Average
                                                                        Exercise          Options          Exercise
                                                            Options      Price           Exercisable         Price
                                                          ---------   -----------        -----------       -------0
            <S>                                          <C>         <C>                 <C>            <C>
            Granted in 2005                               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>



            There were no options exercised , granted or cancelled in 2006.

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

                                                      For the Years Ended
                                                        December  31,

                                                      2006         2005
                                                      ----        -----
            Annual dividend                            N/A          No
            Volatility                                 N/A         10%
            Risk free interest rate                    N/A          5%
            Expected life-years                        N/A           3

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

NOTE L - GAIN ON SALE OF INVESTMENT

            The gain on sale of investment IN THE AMOUNT OF $69,500 FOR THE YEAR
            ENDED December 31, 2006, resulted from the sale of 500,000 shares of
            common stock of Amazon Biotech, Inc., an affiliated company, for
            $70,000. The stock had a basis of $500.


NOTE M - 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.


                                      F-22
<PAGE>

              ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE N - LETTER OF INTENT

            On December 19, 2006 the entered into a letter of intent with H & H
            Equipment Company, Inc ("H&H") under which H&H is to provide
            $1,200,000 for the construction of two Bio-Diesel plants for the
            Company in exchange for a 33% in the Company in the form of
            convertible preferred stock. H&H has not yet provided the funds and
            therefore no stock has been issued.

NOTE O - RECLASSIFICATIONS

           Certain prior year amounts have been reclassified to conform to the
           classifications used in 2006.

NOTE P - SUBSEQUENT EVENTS

            Securities Purchase Agreement and Plan of Reorganization

            On January 16, 2007, the Company's board of directors approved a
            Securities Purchase Agreement and Plan of Reorganization entered
            into on January 9, 2007, between the Company and World Health
            Energy, Inc. ("WHE") to effect a merger of the two companies. The
            agreement calls for APPI to purchase 100% of the shares of WHE in
            exchange for 55,000,000 shares of the Company. The resulting entity
            would be known as World Health Energy, Inc.

            In addition, the agreement calls for an employment agreement with
            the shareholder of WHE as the Chief Operating Officer ("COO") of the
            Company which will include the issuance of 25,000,000 shares of the
            current APPI common stock (or the equivalent upon execution of the
            exchange) and an additional 15,000,000 shares will be allocated to
            an employment performance package. The COO will also receive a bonus
            of one percent (1%) of net profits once the Company reaches
            $5,000,000 in revenue.

            Issuance of Common stock

            On January 4, 2007, the Company authorized the issuance of 4,000,000
            shares of its common stock under an S-8 filing with the Securities
            and Exchange Commission at $0.0072 per share to the Company's
            attorney in consideration of accrued legal services.

            On March 19, 2007, the Company authorized the issuance of 17,000,000
            shares of its common stock under an S-8 filing with the Securities
            and Exchange Commission at $0.0047 per share for services rendered.

                                      F-23
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