>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON D.C.

                                 FORM 10-QSB

|X|   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange

              Act of 1934, For the Quarter Ended March 31, 2004

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

                        Commission File No. 000-28459

                      ADVANCED PLANT PHARMACEUTICALS, INC.

            (Exact name of Registrant as specified in its charter)



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


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

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

      Indicate  by check  mark  whether  the  issuer  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
issuer was  required  to file such  reports),  and (2) has been  subject to such
filing requirements for the past 90 days.

                  Yes        X             No
                         ---------               ----------
      As of May 21, 2004, there were issued and outstanding 652,966,060,  shares
of Common Stock, $.0007 par value per share.

             Transitional Small Business Disclosure Format

                  Yes                      No        X
                         ---------               ----------


<PAGE>

                     ADVANCED PLANT PHARMACEUTICALS, INC.

                                    INDEX
                                    -----


                                                                       PAGE
                                                                      NUMBER
                                                                     --------

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed financial statements   (unaudited)

         Condensed Balance sheet as of March 31, 2004                    2

         Condensed Statements of operations for the three months
                  ended March 31, 2004 and 2003                          3

         Condensed Statements of cash flows                              4

         Notes to financial statements                                   5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            11

Item 3.   Controls and Procedures                                       12

PART II.  OTHER INFORMATION                                             13

SIGNATURES                                                              14


                                       1
<PAGE>

                                    PART I

ITEM 1. CONDENSED FINANCIAL STATEMENTS


                      ADVANCED PLANT PHARMACEUTICALS, INC.

                             CONDENSED BALANCE SHEET

                                 MARCH 31, 2004
                                   (UNAUDITED)


                                    Assets

<TABLE>
<CAPTION>
<S>                                                               <C>
Current assets
   Cash and cash equivalents                                      $  167,262
   Inventory                                                          76,240
                                                                  ----------
        Total current assets                                         243,502
                                                                  ----------
Fixed assets - net                                                     1,224
                                                                  ----------
Other assets

   Intangible assets - net of impairment losses                      428,360
   Due from related companies                                          6,232
    Prepaid and other assets                                         199,151
                                                                  ----------
        Total other assets                                           633,743
                                                                  ----------
        Total assets                                              $  878,469
                                                                  ==========

                   Liabilities and Stockholders' Deficiency

Current liabilities

   Accounts payable                                               $  122,279
   Due to stockholder - asset acquisition                          1,315,000
   Loans payable - stockholders                                    1,305,625
   Accrued expenses                                                2,324,268
   Due to distributor                                                103,500
                                                                  ----------
        Total current liabilities                                  5,170,672
                                                                  ----------
Commitments and Contingencies - note 7

Stockholders' deficiency
    Preferred stock - $.0007 par value,
      - 10,000,000 shares authorized;
      2,500,000 shares issued and outstanding                          1,750
   Common - $.0007 par value,
      880,000,000 shares authorized;
      568,865,632 shares issued and outstanding                      398,206
   Paid-in-capital                                                12,608,414
   Deficit                                                       (17,300,573)
                                                                  -----------
        Total stockholders' deficiency                            (4,292,203)
                                                                  ----------
        Total liabilities and stockholders' deficiency            $  878,469
                                                                  ----------
</TABLE>


                   The accompanying notes are an integral part
                     of the condensed financial statements.


                                       2
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       Three Months Ended March 31,
                                       ----------------------------
                                           2004             2003
                                       ------------    ------------
<S>                                    <C>             <C>
Revenues                               $     17,158    $      4,529

Cost of sales                                19,705              --
                                       ------------    ------------
      Gross profit (loss)                    (2,547)          4,529

Consulting expenses

   related parties                        1,288,400              --
Other operating expenses                  1,397,223         207,548
                                       ------------    ------------
      Loss from operations               (2,688,170)       (203,019)

Other income (expense)                           --            (442)

      Net loss                         $ (2,688,170)   $   (203,461)
                                       ============    ============
Basic and diluted net loss per share   $       (.00)   $       (.00)

Weighted average number of common
   shares outstanding                   559,127,170     246,939,950
                                       ============    ============
</TABLE>

                   The accompanying notes are an integral part
                     of the condensed financial statements.


                                       3
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                  -----------------------------
                                                      2004            2003
                                                  ------------    ------------
<S>                                                        <C>             <C>
Cash flows from operating activities

   Net cash used in operations                    $   (198,973)   $   (292,700)
                                                  ------------    ------------
Cash flows from financing activities
   Loans payable - stockholders - net                   26,160         304,663
   Due from affiliates                                   5,606              --
   Common stock issued for cash                         70,000              --
                                                  ------------    ------------
   Net cash provided by financing activities           101,666         304,663
                                                  ------------    ------------
Cash flows from investing activities
    Fixed assets acquisition                            (1,289)             --
                                                  ------------    ------------
    Net cash used in investing activities               (1,289)             --
                                                  ------------    ------------
Net increase (decrease) in cash and cash               (98,596)         11,963
equivalents

Cash and cash equivalents - beginning of period        265,858             219
                                                  ------------    ------------
Cash and cash equivalents - end of period         $    167,262    $     12,182
                                                  ------------    ------------


Supplemental cash flow information:
  Cash paid during the year for:

      Interest                                    $         --    $         --
                                                  ============    ============
       Income taxes                               $         --    $         --
                                                  ============    ============
Information about noncash activities:

   Common stock issued to satisfy                 $         --    $         --
stockholders' loans
                                                  ============    ============
   Preferred stock issued for services            $         --    $      1,750
                                                  ============    ============
</TABLE>

                  The accompanying notes are an integral part
                     of the condensed financial statements.


                                       4
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB and Item 310 of Regulation  SB.  Accordingly,  they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for annual financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three months ended March 31, 2004 are not necessarily indicative
of the results that may be expected for the year ending  December 31, 2004.  For
further  information,  refer to the financial  statements and footnotes  thereto
included in the Form 10-KSB for the year ended December 31, 2003.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS

     Advanced Plant  Pharmaceuticals,  Inc. ("The Company" or "APPI") focuses on
     the sale of plant based dietary  health  supplements.  The Company owns the
     rights to a thirteen  step  manufacturing  process  (refer to note 2) which
     utilizes whole plants to manufacture all natural dietary  supplements.  The
     Company  intends to use this process to manufacture  products that it hopes
     to distribute worldwide through various sales distribution contracts.  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.
     The Company's corporate offices are located in New York City.

     These  financial  statements  have been prepared  assuming that the Company
     will continue as a going concern. The Company presently has operating risks
     and  liquidity  concerns  and  has  incurred  an  accumulated   deficit  of
     $17,300,573  current  liabilities  exceeded  current  assets by $4,927,170.
     There can be no  assurance  that the Company  will be able to  successfully
     develop an established  source of revenue or acquire the necessary  capital
     to mitigate their operating  risks and continue their on-going  development
     efforts and bring  successful  products  to the  commercial  market.  These
     factors, among others, create a substantial uncertainty about the Company's
     ability to continue as a going concern.

     Operations to date have been  primarily  financed by  stockholder  debt and
     equity  transactions.  As a result,  the Company's  future  operations  are
     dependent upon the identification  and successful  completion of additional
     permanent equity financing, the continued support of shareholders and other
     related parties and ultimately,  the achievement of profitable  operations.
     These financial  statements do not include any adjustments  relating to the
     recoverability  and classification of recorded asset amounts nor to amounts
     and classification of liabilities that may be necessary should it be unable
     to continue as a going concern.


                                       5
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     NATURE OF BUSINESS (Continued)

     Factors that could effect the Company's future operating  results and cause
     future results to vary materially from  expectations  include,  but are not
     limited to, lower than anticipated business derived from existing products,
     an inability to attract new clients and grow on its own, loss, an inability
     to control  expenses,  changes in the  natural  health  products  industry,
     changes in regulatory requirements for the Company's products, a decline in
     the use of  plant  based  dietary  health  supplements,  a  decline  in the
     financial stability of the Company's clients and general uncertain economic
     conditions.  Negative developments in these or other risk factors will have
     a material  adverse  effect on the  Company's  future  financial  position,
     results of operations and cash flows.

     CONTROL BY PRINCIPAL STOCKHOLDERS

     The  one  director,  executive  officers  and  other  related  parties  own
     beneficially and in the aggregate,  the majority of the voting power of the
     outstanding  shares of the common  stock of the Company.  Accordingly,  the
     director,  executive  officers  and  related  parties,  if they voted their
     shares  uniformly,  would have the ability to control the  approval of most
     corporate  actions,  including  increasing the authorized  capital stock of
     APPI, and the dissolution, merger or sale of all of the Company's assets.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of prepaid expenses and other assets, accounts payable
     and accrued liabilities  approximate fair market value because of the short
     maturity of these  instruments.  It is not practicable to estimate the fair
     value of loans  payable  to  stockholders  due to the  fact  that  they are
     related party transactions.

     STOCK ISSUED FOR SERVICES

     The value of stock  issued for  services are based on the fair value of the
     Company's  stock at the date of  issue  or the fair  value of the  services
     received,  whichever  is more  reliably  measurable.  Generally,  all stock
     issued  for  services  is valued at the fair  market  value on the date the
     board of  directors  authorize  the  issuance  of the stock to  consultants
     (refer to note 2).

     INCOME TAXES

     The Company uses the asset and liability  method of  accounting  for income
     taxes as required by Statement of Financial  Accounting  Standards  No. 109
     ("SFAS  109"),   ACCOUNTING  FOR  INCOME  TAXES.   SFAS  109  requires  the
     recognition of deferred tax assets and  liabilities for the expected future
     tax consequences of temporary  differences between the carrying amounts and
     the tax basis of certain assets and liabilities.  Since its inception,  the
     Company has incurred net operating losses.


                                       6
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     INCOME TAXES (Continued)

     The  Company  has  federal  net  operating  tax  loss  carry   forwards  of
     approximately  $17,300,000 expiring in the years 2010 to 2023. The deferred
     tax  asset  totaled  $5,190,000  and has been  offset  by a full  valuation
     allowance. The change in the valuation allowance was $806,451 and $161,038,
     estimating a 30%  effective  tax rate for the periods  ended March 31, 2004
     and 2003,  respectively.  The  utilization of the net operating loss may be
     subject  to a  substantial  limitation  due to  the  "Change  of  ownership
     provisions"  under  Section 382 of the  Internal  Revenue  Code and similar
     state  provisions.  Such limitation and may result in the expiration of the
     net operating loss before its full utilization.

     LOSS PER SHARE

     The Company  computed basic and diluted loss per share amounts for December
     31,  2003  and 2002  pursuant  to the  Statement  of  Financial  Accounting
     Standard  (SFAS) No. 128,  "Earnings Per Share." No dilution  resulted from
     the  9,000,000  employee  stock options  outstanding  at March 31, 2004 and
     2003, respectively, because of the net loss.

     Basic loss per common share  ("LPS") is  calculated by dividing net loss by
     the weighted average number of common shares outstanding during the period.
     Diluted  earnings per common share are calculated by adjusting the weighted
     average outstanding shares, assuming conversion of all potentially dilutive
     stock options.

<TABLE>
<CAPTION>
                                                            Three Months
                                                           Ended March 31,
                                                   ----------------------------
                                                       2004            2003
                                                   ------------    ------------
<S>                                                <C>             <C>
NUMERATOR FOR BASIC AND DILUTED LPS
   Net loss to common shareholders                 $ (2,688,170)   $   (203,461)
                                                   ============    ============
DENOMINATOR FOR BASIC AND DILUTED LPS
   Weighted average shares of common stock
      Outstanding                                  $559,127,170    $246,939,950
                                                   ============    ============
LPS - basic and diluted                            $       (.00)   $       (.00)
                                                   ============    ============
</TABLE>


     USE OF ESTIMATES

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities at the date of the financial statements and reported amounts of
     revenues and expenses  during the reporting  period.  Actual  results could
     differ from those estimates.


                                       7
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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. The more significant  areas requiring the
     use  of  management  estimates  related  to  the  valuation  of  inventory,
     impairment loss on intangible  assets,  all accrued  liabilities  including
     contingent  liabilities  for payroll taxes,  valuation of the stock options
     and stock issued for debt and services provided by related parties.

2.   RELATED-PARTIES STOCK TRANSACTIONS

     On January 22,  2004,  Management  and the  Director  issued under the 2004
     Incentive  Stock  Plan  ("ISP")   27,700,000  shares  of  common  stock  as
     compensation due under its agreement with various individuals for marketing
     consulting  services  rendered  to the  Company,  valued  at  $747,900.  In
     addition, on January 22, 2004, 1,500,000 shares of common stock were issued
     under the ISP to a related  party,  also related to the  Director,  Mr. C.J
     Lieberman ("Related Consultant").  The total consulting expense was $40,500
     and is included in "Consulting Expenses--Related Parties". The value of the
     consulting  services was  determined  by management to be the market quoted
     value of the stock as  traded  on the  NASDAQ,  Over the  Counter  Bulletin
     Board, at the time of each board resolution to issue the stock.

     The Director,  advanced to the Company his personal funds, or paid expenses
     on behalf of the  Company.  As of March 31,  2004,  included on the balance
     sheet in "Loans payable - Stockholders"  are accrued  salaries,  consulting
     and other  expenses  paid on behalf of the  Company  by the  Director  is a
     balance due him of $443,283. This loan payable is non-interest bearing.

     On January 2, 2004, the Company and Amazing  Nutritionals,  Inc., a company
     of which the Related  Consultant  is a  shareholder,  entered into an asset
     purchase  agreement  whereby  the Company  sold  Amazing  Nutritionals  all
     rights,  title,  patents,  trademarks,  processes  and related  items for a
     product   used  for  the   treatment  of  senile   dementias   (LHM123)  in
     consideration for 3,300,000 shares of common stock of Amazing Nutritionals.

     In 2003,  the Company  entered in an asset  purchase  agreement with Amazon
     Biotech,  Inc.,("Amazon"),  a company  that trades on the Nasdaq,  Over The
     Counter Bulletin Board, symbol AMZB.OB. The Company sold all rights, title,
     patents, trademarks, processes and related items for a product used for the
     treatment of AIDS  disease  ("ABAVCA")  for 3 million  shares of Amazon and
     certain  future  royalty  payments,  based on future  sales of the product.
     Amazon  also  agreed to fund a  minimum  of  $250,000  towards  Phase  I/II
     clinical  studies of  ABAVCA.  The  Company  is in the  process of doing an
     appraisal of the stock received from Amazon, in order to determine the book
     value of its investment in Amazon.  At March 31, 2004,  this investment was
     recorded at its par value, which is $300.


                                       8
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


3.   INTANGIBLE ASSETS

     Intangible assets consist of the agreement,  with The Related Consultant to
     purchase the  thirteen-step  manufacturing  process to  manufacture  herbal
     dietary  supplements  and the agreement  with Dr. Bielory for the exclusive
     rights and interest to his allergy and sinus formulations.  Such intangible
     assets,  which have indefinite  lives, are not subject to amortization,  in
     accordance with SFAS 142. These intangible assets totaled  $2,519,880,  are
     recorded on the balance sheet net of the accumulated  impairment provisions
     of $2,091,520, or $428,360 at March 31, 2004.

4.   CAPITAL STOCK

     The Company is authorized  to issue 880 million  shares of it common stock,
     par value $.0007 per share. The holders of common stock are entitled to one
     vote for each share held on all matters to be voted on by stockholders.

     The  Company  is also  authorized  to issue 5 million  shares of  preferred
     stock,  par value  $.0007 per share.  In March  2003,  the  Company  issued
     2,500,000  shares of Series A Preferred  Stock to the  Director  and to the
     Related  Consultant for $1,750.  The stock was issued at par value,  $.0007
     per share.

     The Company  issued  3,000,000  shares in a private  placement to a several
     investors  at  approxmately  $.02 per  share,  for  aggregate  proceeds  of
     $70,000.

5.   2004 INCENTIVE STOCK PLAN

     In January  2004,  the Company  had  adopted the ISP.  This plan allows the
     Company to make a long-term  incentive awards to directors,  executives and
     selected employees and consultants in order to reward them for making major
     contributions  to the success of the Company,  thus providing  participants
     with a proprietary  interest in the growth and  performance of the Company.
     Under the ISP,  the  Company  may  reward  the  eligible  individuals  with
     30,000,000  shares of its common  stock.  As of March 31, 2004,  there were
     29,200,000  shares  (refer to note 2) shares  issued  to  various  eligible
     individuals.

6.   LOANS PAYABLE - STOCKHOLDERS

     Loans payable - stockholders  consists of unsecured,  non-interest  bearing
     short-term  loans. The loan agreements  provide the Company with the option
     of  repaying  the  loans  with  either  cash or  restricted  shares  of the
     Company's common stock.

7.   COMMITMENTS AND CONTINGENCIES

     The Company has employment agreements with four employees, and a consulting
     contract with a key consultant, who is also stockholders of the Company. At
     March 31, 2004, the Company has a total  liability for accrued  salaries to
     stockholders  of $382,400.  There could be certain  payroll tax liabilities
     owed to the IRS on some of the payments for services to certain consultants
     that were paid in prior years, pursuant to these employment agreements.


                                       9
<PAGE>

7.   COMMITMENTS AND CONTINGENCIES (Continued)

     On May 28, 2003,  the Company  entered into an  additional  agreement  (the
     "Agreement") with Tele. According to the terms of the Agreement,  Tele. had
     the exclusive right to purchase a minimum of 100,000  bottles,  through May
     2004 of the Company's  patented  cholesterol  reducing dietary  supplement,
     Lo-Chol, for resale. In exchange for awarding Tele. the exclusive right for
     the marketing and  distribution  of Lo-Chol,  Tele.  has agreed to bear all
     costs  associated with the marketing,  designs and distribution of Lo-Chol,
     including a significant  commitment of media buys.  Tele. was also required
     to  produce  and air a  Lo-Chol  radio  commercial  within  90 days of this
     agreement,  followed  by the  production  and airing of an  infomercial  on
     Lo-Chol within 120 days.  Pursuant to the  agreement,  Tele was required to
     purchase a minimum of  $2,000,000  worth of purchase  orders per year after
     the date of the first purchase order. On July 9, 2003, Tele, pursuant to an
     Assignment and Assumption Agreement,  assigned all of its rights, title and
     interest   to   purchase   market   and   resell   Lo-Chol   to   Nutralife
     Pharmaceuticals, Corp. ("Nutralife") which was consented to by the Company.
     On October 1, 2003, the Company and Nutralife  entered into an amendment of
     the Agreement, whereby in addition to amending the purchase price structure
     of units of Lo-Chol, they amended the following: the agreement is no longer
     exclusive; Nutralife is required to purchase a minimum of $200,000 worth of
     purchase orders per year; in the event that

     Nutralife  purchases  in  excess  of  $2,000,000  units  of  Lo-Chol,  then
     Nutralife will have the exclusive right to purchase and resell Lo-Chol; the
     requirement to purchase  100,000 units of Lo-Chol was  terminated;  and the
     down payment originally required for the Company to commence production was
     increased from 30% to 50%.

8.   SUBSEQUENT EVENT

     On April 20, 2004, the Company had issued  88,300,000  shares of its common
     stock to  various  consultants  for  services  rendered.  The total  amount
     accrued for these services was $1,766,000, or $.02 per share, and was based
     on the market price on the date of issuance.  Of this amount,  $500,000 was
     for consulting services provided by the Related Consultant.


                                       10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

BACKGROUND

Advanced Plant  Pharmaceuticals,  Inc. (the  "Company") was  incorporated in the
State of Delaware in 1986,  under the name Ventra  Management,  Inc. On July 20,
1994, we amended our Certificate of Incorporation to change our name to Advanced
Plant Pharmaceuticals, Inc.

DESCRIPTION OF BUSINESS

The Company  continues to focus on the research and  development  of plant based
dietary  supplements.  In July 1999, the Company  acquired  exclusive rights and
interests  to a  thirteen-step  process,  which  utilizes  virtually  all of the
nutrients found in plants to manufacture natural herbal dietary supplements. The
purchase  price for the thirteen  step process was  12,000,000  shares of common
stock of the Company.  The shares were issued on February 13, 2001. Further, the
Company is required to issue an additional 6,000,000 shares of common stock when
marketing of the product  commences.  The Company intends to use this process to
manufacture products that it hopes to distribute worldwide through various sales
distribution contracts.

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

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

On May 28, 2003, the Company  entered into an agreement (the  "Agreement")  with
Tele-V,  LLC  ("Tele").  According to the terms of the  Agreement,  Tele had the
exclusive  right to purchase a minimum of 100,000  bottles,  through May 2004 of
the Company's patented  cholesterol  reducing dietary supplement,  Lo-Chol,  for
resale.  In exchange for awarding Tele the exclusive right for the marketing and
distribution of Lo-Chol,  Tele has agreed to bear all costs  associated with the
marketing,   designs  and  distribution  of  Lo-Chol,  including  a  significant
commitment  of media buys.  Tele was also  required to produce and air a Lo-Chol
radio  commercial  within 90 days of this agreement,  followed by the production
and  airing of an  infomercial  on  Lo-Chol  within  120 days.  Pursuant  to the
agreement,  Tele was  required  to  purchase  a minimum of  $2,000,000  worth of
purchase  orders per year after the date of the first purchase order. On July 9,
2003, Tele, pursuant to an Assignment and Assumption Agreement,  assigned all of
its  rights,  title and  interest  to  purchase  market  and  resell  Lo-Chol to
Nutralife  Pharmaceuticals,  Corp.  ("Nutralife")  which was consented to by the
Company. On October 1, 2003, the Company and Nutralife entered into an amendment
of the Agreement,  whereby in addition to amending the purchase price  structure
of units of Lo-Chol, they amended the following:

o     the agreement is no longer exclusive;

o     Nutralife is required to purchase a minimum of $200,000  worth of purchase
      orders per year;

o     in the event that  Nutralife  purchases in excess of  $2,000,000  units of
      Lo-Chol,  then  Nutralife  will have the  exclusive  right to purchase and
      resell Lo-Chol;

o     the requirement to purchase 100,000 units of Lo-Chol was terminated; and

o     the  down  payment  originally   required  for  the  Company  to  commence
      production was increased from 30% to 50%.

RESULTS OF OPERATIONS

RESULTS OF  OPERATIONS - THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2003.

REVENUES

Revenues  generated  during the three months  ended March 31,  2004,  aggregated
$17,158,  as compared to $4,529 for the three months  ended Mach 31,  2003.  The
increase of $12,629 in revenues from the comparable  period in the prior year is
primarily  due to the  increased  sales of our Lo-Chol  product.  We believe the
trend in increased  revenues to continue for the foreseeable  future as a result
of the increased marketing and advertising efforts.


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<PAGE>

COSTS OF GOODS SOLD

Cost of Goods Sold for the three months ended March 31, 2004, aggregated $19,705
as compared to none for the three months ended March 31, 2004.  The increase for
the three months ended March 31, 2004, was primarily due to increased sales.

OPERATING EXPENSES

Operating  Expenses  incurred  for  the  three  months  ended  March  31,  2004,
aggregated  $2,685,623  as compared to $207,548 for three months ended March 31,
2003,  which is an increase of  $2,478,075.  This increase was the result of the
issuance of shares of common stock to consultants  during the three months ended
March 31, 2004. We expect the operating  expenses to continue to increase if the
level of sales continue to increase.

NET LOSS AND LOSS PER COMMON SHARE

The net loss and the loss per common share was $2,688,170 and $.00 for the three
months  ended March 31,  2004,  as compared to net loss of $203,461 and $.00 for
the three months ended March 31, 2003.  The reason for the increased net loss is
a result of the reasons described above.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2004, we had working capital deficit of $4,927,170 as compared with
$3,081,675 at December 31, 2003. The increase in the working  capital deficit is
primarily the result of an increase in accrued expenses.

We  have   historically   sustained  our   operations  and  funded  our  capital
requirements  with the  funds  received  from the  sale of our  products,  loans
received from related parties and the sale of our securities. We will still need
additional  investments in order to continue operations.  Additional investments
are being sought,  but we cannot  guarantee  that we will be able to obtain such
investments.

Financing  transactions  may include the issuance of equity or debt  securities,
obtaining credit facilities, or other financing mechanisms. However, the trading
price of our common  stock and the  downturn in the U.S.  stock and debt markets
could make it more difficult to obtain financing  through the issuance of equity
or debt  securities.  Even if we are able to raise  the  funds  required,  it is
possible  that we could incur  unexpected  costs and  expenses,  fail to collect
significant amounts owed to us, or experience  unexpected cash requirements that
would force us to seek alternative  financing.  Further,  if we issue additional
equity or debt securities,  stockholders may experience  additional  dilution or
the new equity  securities may have rights,  preferences or privileges senior to
those of existing  holders of our common stock.  If additional  financing is not
available or is not available on acceptable  terms,  we will have to curtail our
operations again.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management of the Company to
make  assumptions,  estimates and judgments that affect the amounts  reported in
the financial  statements,  including the notes thereto, and related disclosures
of commitments  and  contingencies,  if any. The Company  considers its critical
accounting policies to be those that require the more significant  judgments and
estimates in the preparation of the Company's  financial  statements,  including
the following:  valuation of inventories  and  intangible  assets,  valuation of
stock options and warrants,  and valuation of all accrued liabilities  including
payroll taxes and other contingent liabilities.  Management relies on historical
experience  and  on  other  assumptions  believed  to be  reasonable  under  the
circumstances in making its judgment and estimates.  Actual results could differ
materially from those estimates.

ITEM 3 - CONTROLS AND PROCEDURES

As of March 31, 2004, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Principal Executive
Officer and the Principal  Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management,  including the Principal Executive Officer
and the Principal  Financial  Officer,  concluded that the Company's  disclosure
controls and procedures were effective as of March 31, 2004.  There have been no
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2004.

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                                   PART II

ITEM 1 - LEGAL PROCEEDINGS

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

The Company was sued by Airgate  International  Corp.  ("Airgate") that provided
services to the Company.  These services  involved  importing  certain items and
supplies  for the  Company.  The  suit  seeks  the sum of  $7,350.00  in  unpaid
invoices.  If the Company is unable to work out a resolution of this action,  it
could have a material affect upon the Company.  Counsel for the Company has been
in contact with the  attorney's  for Airgate,  and intends to file and answer to
the  complaint.  However,  it is  likely  that a  resolution  will be able to be
reached,  although the terms and conditions cannot be predicted.  It is possible
that the Company will have to pay the entire  amount  sought under less than the
most favorable terms. This matter was settled in early 2004.

ITEM 2 - CHANGES IN SECURITIES

The  Company  issued  3,000,000  shares  in a  private  placement  to a  several
investors at approximately  $.02 per share,  for aggregate  proceeds of $70,000.
This sale is deemed to be exempt under rule 506 of  Regulation D and/or  Section
4(2) of the  Securities  Act of 1933,  as  amended.  No  advertising  or general
solicitation  was employed in offering the  securities.  The offerings and sales
were made to a limited number of persons all of whom were  accredited  investors
and transfer was restricted by the Company in accordance  with the  requirements
of  the  Securities  Act  of  1933.  In  addition  to   representations  by  the
above-referenced  persons,  we have made independent  determinations that all of
the  above-referenced  persons were accredited or sophisticated  investors,  and
that they were  capable of analyzing  the merits and risks of their  investment,
and  that  they   understood  the  speculative   nature  of  their   investment.
Furthermore,  all of the  above-referenced  persons were provided with access to
our Securities and Exchange Commission filings.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 - OTHER INFORMATION

None

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

            31.1  Certification  of the Chief  Executive  Officer and  Principal
                  Financial  Officer of  Advanced  Plant  Pharmaceuticals,  Inc.
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

            32.1  Certification  of the Chief  Executive  Officer and  Principal
                  Financial  Officer of  Advanced  Plant  Pharmaceuticals,  Inc.
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      (b)   Reports

            None.


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<PAGE>

                                  SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            Advanced Plant Pharmaceuticals, Inc.


                           By: /s/ David Lieberman
                               ------------------------------------------------
                               David Lieberman, Chief Executive Officer and
                               Principal Financial Officer


Dated: May 24, 2004



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