<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2000


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

For the transition period from _____________ to ______________

                         Commission file number 0-30256


                      ADVANCED PLANT PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


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

       43 West 33rd Street                           10001
       New York, New York                            (Zip Code)
       (Address of principal executive offices)

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


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

         The number of shares outstanding of the Registrant's common stock is
121,671,197 (as of 11/13/00).

Transition Small Business Disclosure Format.  Yes   No    X
<PAGE>   2
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                    INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                        QUARTER ENDED SEPTEMBER 30, 2000

                              ITEMS IN FORM 10-QSB



<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
PART I            FINANCIAL INFORMATION

Item 1.           Financial Statements                                                                         2

Item 2.           Plan of Operation                                                                           12

Item 3.           Quantitative and Qualitative
                    Disclosures About Market Risk                                                             None


PART II           OTHER INFORMATION

Item 1.           Legal Proceedings                                                                           None

Item 2.           Changes in Securities
                    and Use of Proceeds                                                                       13

Item 3.           Defaults Upon Senior Securities                                                             None

Item 4.           Submission of Matters to
                    a Vote of Security Holders                                                                13

Item 5.           Other Information                                                                           None

Item 6.           Exhibits and Reports on Form 8-K                                                            14


SIGNATURES
</TABLE>
<PAGE>   3
                                     PART I

1. Financial Information


                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                             <C>
Balance Sheet as of
  September 30 2000 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . .             2

Statements of Operations for the Three and Nine Months
  September 30 2000 (unaudited) and 1999. . . . . . . . . . . . . . . . . . . . . . .             3

Statements of Cash Flows for Nine Months
  September 30 2000 (unaudited) and 1999. . . . . . . . . . . . . . . . . . . . . . .             4

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .           5-11

</TABLE>
<PAGE>   4
                       ADVANCED PLANT PHARMACEUTICALS, INC
                                  Balance Sheet
                            As of September 30, 2000
                                   (Unaudited)




<TABLE>
<CAPTION>
                           ASSETS
<S>                                                         <C>
Current assets:

   Cash and cash equivalents                                $    12,854
                                                            -----------
      Total current assets                                       12,854

Other assets                                                      9,543
                                                            -----------
                                                            $    22,397
                                                            ===========


            LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

   Accounts Payable                                         $   139,719
   Accrued expenses payable                                   1,002,414
   Loans payable                                                801,247
   Due to distributor                                           103,500

                                                            -----------
      Total current liabilities                               2,046,880
                                                            -----------


Shareholders' Equity:

   Common stock, $.0007 par value, 250,000,000
    shares authorized and 116,693,256 shares issued              81,685
   Capital in excess of par value                             4,949,028
   Accumulated deficit                                       (7,010,016)
   Treasury shares at cost                                         (180)
   Stock subscriptions receivable                               (45,000)
                                                            -----------
      Total shareholders' equity                             (2,024,483)
                                                            -----------

                                                            $    22,397
                                                            ===========
</TABLE>


                 See accompanying notes to financial statements.


                                        2
<PAGE>   5
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended                       Nine Months Ended
                                                          September 30,                          September 30,
                                                    2000                1999                2000                 1999
                                               ---------------------------------        ---------------------------------
<S>                                            <C>                  <C>                 <C>                  <C>
Net Sales                                      $       2,202        $      1,248        $      11,263        $      6,849

Cost of goods sold                                     7,270               1,720               52,964               9,051

                                               ---------------------------------        ---------------------------------
    Gross profit                                      (5,068)               (472)             (41,701)             (2,202)
                                               ---------------------------------        ---------------------------------

Operating expenses:

  Research and development                               951                --                 50,201               1,000
  General and administrative                         382,598             147,765            1,734,671             488,473

                                               ---------------------------------        ---------------------------------
    Total operating expenses                         383,549             147,765            1,784,872             489,473
                                               ---------------------------------        ---------------------------------

      Operating loss                                (388,617)           (148,237)          (1,826,573)           (491,675)

Other expense (income)                                  --                  --                   --                  --
                                               ---------------------------------        ---------------------------------
  Loss before provision for income taxes            (388,617)           (148,237)          (1,826,573)           (491,675)

Provision for income taxes                              --                  --                   --                  --
                                               ---------------------------------        ---------------------------------
    Net loss                                   $    (388,617)       $   (148,237)       $  (1,826,573)       $   (491,675)
                                               =================================        =================================


Loss per common share                          $       (0.03)       $      (0.00)       $       (0.04)       $      (0.01)
                                               =================================        =================================

Weighted Average                                 110,057,560          88,610,295          110,057,560          88,610,295
                                               =================================        =================================
</TABLE>


                 See accompanying notes to financial statements.


                                        3
<PAGE>   6
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                             Statement of Cash Flows
              For the nine months ended September 30, 2000 and 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                               2000             1999
                                                           -----------        ---------
<S>                                                        <C>                <C>
Cash Flows from Operating Activities:

  Net Loss from operations                                 $(1,826,573)       $(491,675)

  Adjustments to reconcile net loss from
   operations to net cash used
   by operating activities:

     Depreciation and amortization expense                         685              475
     Services paid with common stock                           978,874          290,799
     Decrease in prepaid expenses                                 --             12,153
     Increase (decrease) in accounts payable                    49,634          (19,965)
     Increase (decrease) in accrued expenses                   156,317          (86,580)

                                                           -----------        ---------
     Net cash used by operations                              (641,063)        (294,793)
                                                           -----------        ---------


Cash Flows from Investing Activities:

  Purchase of computer equipment                                (1,000)            --

                                                           -----------        ---------
     Net cash used by investing activities                      (1,000)            --
                                                           -----------        ---------


Cash Flows from Financing Activities:

  Proceeds from short-term loans payable                       667,200           37,479
  Payments on short-term loans payable                         (25,009)            --
  Net proceeds from issuance of common stock                      --            266,000
                                                           -----------        ---------
     Net cash provided by financing activities                 642,191          303,479
                                                           -----------        ---------

Net (decrease) increase in Cash and cash equivalents               128            8,686

Cash and cash equivalents at beginning of period                12,726            4,198

                                                           -----------        ---------
Cash and cash equivalents at end of period                 $    12,854        $  12,884
                                                           ===========        =========


Supplemental Cash Flow Information:

  Cash Paid During the Period for:

     Interest                                                     --               --
                                                           ===========        =========
     Income Taxes                                                 --               --
                                                           ===========        =========

  Information about Noncash Activities:
     Common stock issued to satisfy loans                  $      --          $ 126,600
                                                           ===========        =========
     Common stock issued for services                      $   978,874        $ 290,799
                                                           ===========        =========
</TABLE>


                 See accompanying notes to financial statements.


                                        4
<PAGE>   7
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 1   BASIS OF PRESENTATION

     The accompanying unaudited financial statements of Advanced Plant
     Pharmaceuticals, Inc. ("APPI" or the "Company") as of September 30, 2000
     have been prepared in accordance with generally accepted accounting
     principles for interim information. Accordingly, certain information and
     footnote disclosures required under generally accepted accounting
     principles have been condensed or omitted pursuant to the rules and
     regulations of the Securities and Exchange Commission. In the opinion of
     management, all adjustments of a recurring nature considered necessary for
     a fair presentation of the results for the interim periods presented have
     been included. Operating results for the nine months ended September 30,
     2000 are not necessarily indicative of the results that may be expected for
     the entire year or any other period.

     These financial statements should be read in conjunction with the audited
     financial statements for the year ended December 31, 1999.

NOTE 2   NATURE OF OPERATIONS

     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.

NOTE 3   GOING CONCERN

      Management believes that it can continue to obtain additional capital.
      However, if additional financing is not obtained, the Company might be
      forced to cease operations.

      Since its inception, the Company has had significant operating losses and
      working capital deficits. The Company's continued existence has been
      dependant on cash proceeds received from the sale of its common stock and
      the willingness of vendors to accept stock in lieu of cash payments for
      their services. Employees have also accepted deferrals of wage payments.
      The Company hopes to reverse this trend by generating cash inflows through
      the sale of new products that they have developed. To accomplish this
      objective, the Company will require working capital to satisfy current
      operating expenses, and to produce inventory, during the interim period
      preceding such time as the revenue cycle begins generating cash.


                                        5
<PAGE>   8
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 4   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash Equivalents:

     For purposes of the statement of cash flows, the Company considers all
     highly liquid debt instruments purchased with a maturity of three months or
     less to be cash equivalents.

     Other Assets:

     Other assets consist of patents ($4,608), security deposits ($4,144) and
     computer equipment ($791).

     Patents are amortized on a straight-line method over their economic lives
     and are reviewed for impairment whenever the facts and circumstances
     indicate that the carrying amount may not be recoverable.

     Computer equipment is depreciated on a straight-line method using an
     estimated useful life of three years.

     Research & Development Costs:

     Research and development costs are expensed as incurred.

     Income Taxes:

     APPI has incurred significant losses from operations. The Company has
     elected not to record any tax benefits relating to potential net operating
     loss carryforwards due to the uncertainty of realizing those benefits.

     The Company intends to follow Statement of Financial Accounting Standards
     No. 109 (SFAS 109), "Accounting for Income Taxes" when either operations
     achieve profitability or the realization of net operating loss benefits can
     more readily be measured, whichever comes first.

     Earnings per Share:

     Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
     Share" discusses the computation and presentation of earnings per share
     ("EPS"). Basic EPS, as defined by SFAS No. 128, is computed by dividing
     income available to common shareholders by the weighted-average number of
     common shares outstanding for the reporting period, ignoring any potential
     effects of dilution. Diluted EPS reflects the potential


                                        6
<PAGE>   9
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 4
(Continued)

     Earnings per Share (Continued):

     dilution that would occur if securities, or other contracts to issue common
     stock, were exercised or converted into common stock that then shared in
     the earnings of the entity.

     There were 5,500,000 common stock options outstanding as of September 30,
     2000. As a result of the losses reported in the periods presented these
     options, if exercised, would be antidilutive. Accordingly, only Basic EPS
     is presented in these financial statements. The weighted-average number of
     shares used in the computation of per share data was 111,862,074 and
     108,499,506 for the three months ended September 30, 2000 and 1999,
     respectively. For the nine-month periods then ended, the weighted-average
     number of shares was 110,057,560 in 2000 and 88,610,295 in 1999.

     Stock-Based Compensation:

     APPI has satisfied various loans, trade payables, employee back-wages and
     other liabilities through the issue of its common stock. The Company
     accounts for such stock-based compensation using the fair-value method as
     prescribed by SFAS No. 123, "Accounting for-Stock-Based Compensation." The
     Company has also issued stock options to key employees. As permissible
     under SFAS No. 123, the Company accounts for stock options using the
     intrinsic value method as prescribed under Accounting Principles Board
     Opinion No. 25.

     Use of Estimates:

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions. These estimates and assumptions affect the reported amounts of
     assets and liabilities, the disclosure of contingent liabilities and the
     reported amounts of revenues and expenses. Actual results could differ from
     these estimates.

5.   CAPITAL STOCK:

     At the annual shareholders' meeting on July 18, 2000 the shareholders'
     approved increasing the Company's authorized shares of its common stock by
     130 million. Accordingly, as of September 30, 2000, the Company was
     authorized to issue 250 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.


                                        7
<PAGE>   10
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 5
(Continued)

     The Company is also authorized to issue 5 million shares of preferred
     stock, par value $.0007 per share. There is currently no preferred stock
     outstanding and the company has no current plans to issue preferred stock.

NOTE 6   LOANS PAYABLE

     Loans Payable consists of unsecured, non-interest bearing short-term loans
     typically of less than three months duration. 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.

     Loans payable at September 30, 2000 includes a loan of $555,200 payable to
     one individual lender. This loan is payable on or before December 30, 2000
     and includes an option that permits the Company to pay off the loan with
     shares of its common stock. If the Company elects to repay the balance of
     the loan in common stock, the number of shares issued shall be calculated
     based on the following per share prices: The first $175,000 of principal
     balance will be paid using a discounted per share price of $.015. Principal
     loan balances between $175,000 up to and including $350,000 will be paid
     using a share price of $.12. Any remaining loan principal balances will be
     converted at a rate yet to be determined.

NOTE 7   RELATED-PARTIES TRANSACTIONS

     On February 28, 2000 the Company entered into an Asset Purchase Agreement
     with Dr. Leonard Bielory whereby the company acquired the exclusive rights
     and interest to allergy and sinus formulations ("Assets"). As consideration
     for such formulations, Dr. Bielory shall receive options to purchase
     18,000,000 shares of the company's common stock at an aggregate exercise
     price of $180. Additionally, the Company agrees to pay Dr. Bielory a
     royalty payment of $.01 per bottle with respect to each product
     manufactured with these Assets, 1% (one percent) of the suggested retail
     price of each product sold that was manufactured with the Assets and 10%
     (ten percent) of the company's net profits before taxes from such sales
     (net profits to be determined by the Company's regularly retained
     independent public accountants using generally accepted accounting
     principles). In the event that the Company enters into an agreement with a
     third party for the sale of products manufactured with these Assets, which
     agreement unconditionally provides for payments to the Company of not less
     than $20,000,000, whether in lump sum or over a period of four years, from
     such third party, the Company shall issue to Dr. Bielory 5 million shares
     for each $20,000,000 required to be paid to the Company, not to exceed
     twenty five million shares.


                                        8
<PAGE>   11
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 7
(Continued)

     As of November 10, 2000, the Company has not issued the options due to Dr.
     Bielory as required by the agreement.

     On March 15, 2000 the company entered into a two-year employment agreement
     with Dr. Leonard Bielory whereby Dr. Bielory will serve as the Company's
     Scientific Director and its Chairman of the Board of Directors. Under the
     terms of the agreement, the Company is required to pay Dr. Bielory wages of
     $500 per month for the first twelve months and up to $2,500 per month
     thereafter, contingent on the Company achieving specified net profit
     levels. Upon commencement of this agreement, and each January 1 thereafter,
     the Company is to issue Dr. Bielory options to purchase 750,000 shares of
     the Company's common stock as additional compensation under this agreement.
     As of November 10, 2000, the Company has not yet issued these options to
     Dr. Bielory. Also, in accordance with the agreement, the Company issued Dr.
     Bielory 225,000 restricted shares of its common stock on April 10, 2000 as
     a signing bonus. The Company recorded these shares at an aggregate value of
     $96,750 (The fair market value on the date of the agreement)

8.   FINANCIAL RESULTS AND LIQUIDITY:

     To market and generate sales of its new products, the Company entered into
     several distribution agreements during 1999. Following is a discussion of
     the potential minimum sales that may result from these agreements as well
     as their status as of November 10, 2000:

     In June 1999, the Company entered into an exclusive two-year distribution
     agreement with Ambar Pharmacies and Health, Inc. ("Ambar") for the sale of
     the Company's products in Israel. Such distribution agreement requires
     Ambar to purchase a minimum of $88,290 during the two year period. Under
     the agreement, the Company is committed to reimburse Ambar for advertising
     expenditures in an amount not to exceed 5% of Ambar's gross purchases. As
     of November 10, 2000, no sales have been realized from this agreement and
     Amber has not complied with the initial minimum order schedule outlined in
     the agreement due to compliance issues relating to Israeli labeling laws.
     The Company is attempting to resolve this issue.

     In July 1999, the Company entered into exclusive distribution agreements
     with Manayer Najd Trading & Medical Supplies Co. ("MNM") and with Manayer
     Egypt Trading & Medical Supplies Co. ("MEM") for distribution of the
     Company's products in Saudi Arabia and Egypt respectively.


                                        9
<PAGE>   12
                    ADVANCED PLANT PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 8
(Continued)

   Both agreements are contingent on the distributors receiving product
   registration certificates from their respective countries and are for periods
   of five years. The potential aggregate minimum purchases required under these
   agreements is $4,681,140 over the five-year period commencing with receipt of
   the registration certificates. As of November 10, 2000, the registration
   certificates have not been received from the respective countries.

   The success of these distribution agreements, and their effect on the
   Company's cash flow is uncertain. The Company is uncertain as to when sales
   relating to these agreements can be expected to begin or that the generated
   cash receipts, if any, will be sufficient to fund operating costs which can
   be expected to increase as the Company "ramps up" for manufacturing and
   distribution activities. There also is no assurance that the Company will
   continue to be able to finance operations through the sale of its common
   stock, the exchange of stock for services or from the proceeds of unsecured
   loans with private lenders.

NOTE 9      FINANCIAL ADVISOR AND INVESTMENT BANKING AGREEMENT

   On February 17, 2000 the Company entered into an agreement with First Madison
   Securities, Inc. ("FMS") whereby FMS will act as consultant and non-exclusive
   financial advisor and investment banker to the Company in connection with
   strategic planning, securities transactions, valuations, mergers &
   acquisitions, alternative financing structures and capital formation. FMS
   will also act as placement agent for the Company.

   As compensation for these services, the Company is required to issue FMS
   6,000,000 restricted shares of its common stock as follows; 1,700,000 shares
   upon execution of the agreement, 1,700,000 shares within three months of
   signing the agreement and 2,600,000 shares within six months of signing the
   agreement. The restricted shares shall be registered with the Securities and
   Exchange Commission to become free trading shares as soon as possible with
   FMS bearing all registration costs. On May 2, 2000, the Company issued the
   initial 1,700,000 shares to FMS. The shares were recorded at an aggregate
   value of $663,000 representing the fair market value of such shares at
   February 17, 2000 (The date of the agreement). As of November 10, 2000, no
   further shares have been issued under this agreement.

   The Company will also pay FMS a placement fee for any transactions
   consummated, directly or indirectly, through FMS during the term of the
   agreement or within two years thereafter. The placement fee will consist of a
   payment equal to 10% of the gross proceeds raised from the sale of applicable
   securities, reimbursement of non-accountable expenses equal to 3% of the
   gross proceeds from the sale of any applicable securities plus warrants to
   purchase common stock equal to 10% of the applicable shares sold.
   Additionally, the Company will reimburse FMS for all reasonable out-of-pocket
   expenses incurred in the performance of this agreement, up to a maximum of
   $25,000.


                                       10
<PAGE>   13
                    ADVANCED PLANT PHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 9
(Continued)


   Service under this agreement shall continue until terminated by either party
   by giving thirty days written notice. The provisions regarding compensation
   and placement fees shall survive the term of the agreement.

NOTE 10     MARKETING CONSULTANT'S AGREEMENT

   On March 15, 2000 the Company entered into a twelve-month agreement with a
   consultant whereby the consultant will act as the Company's marketing and
   distribution advisor and as such, will assist in the development of
   relationships with industry related third parties for the purpose of product
   marketing and distribution. As compensation for these services, the company
   is required to issue 600,000 restricted shares of its common stock. The
   Company issued 200,000 of the 600,000 shares on July 21, 2000. The aggregate
   Fair market value of the stock on its day of issue was $24,000

NOTE 11     INVESTOR RELATIONS CONSULTING AGREEMENT

   On September 25, 2000 the Company entered into a two-month agreement with a
   consultant whereby the consultant will provide investor relations services to
   the Company. Remuneration under the agreement includes both cash payments and
   the issue of 70,000 shares of the Company's restricted common stock. The
   Company has the option to extend the agreement an additional twelve months.

NOTE 12     SUBSEQUENT EVENT

    On October 5, 2000 the Company filed SEC form S-8 for the purpose of
    registering 5 million shares of its common stock for subsequent issue to
    C.J. Lieberman as payment of $250,000 of outstanding consulting fees and
    wages due to him from prior periods. The stock was issued in the fourth
    quarter of 2000.


                                       11
<PAGE>   14
ITEM 2.  PLAN OF OPERATION.

      (i) As of the beginning of October 2000 we had minimal cash on hand and no
substantive accounts receivable. The Company's two employees have deferred
payment of their salaries for the past nine weeks. While we constantly seek
potential investors to secure cash infusions into the Company, if we do not find
any cash investors we will be unable to operate our business for any significant
length of time.

      (ii) If we secure funds we intend to use our Process to expand our product
line to include herbal dietary supplements such as St. John's Wort, Kava Kava,
Ginko Biloba and Echinacea. We estimate that the initial production and
preliminary marketing of these four herbal products to potential domestic and
international distributors and wholesalers will cost approximately $60,000.

      (iii) We do not expect to purchase or sell any manufacturing facilities or
significant equipment over the next twelve months.

      (iv) We do not foresee any significant changes in the number of employees
we will employ over the next twelve months.



                                      12
<PAGE>   15
                                    PART II

                               OTHER INFORMATION


ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

      (c)   Recent Sales of Unregistered Securities

      During the third quarter of 2000, we issued an aggregate of 6,068,750
shares of our Common Stock, consisting of (i) 68,750 shares to Ocean
Graphics/Printing Corp. in full consideration for printing services performed on
our behalf, namely, printing our Annual Report to Shareholders and Proxy
Statement; and (ii) 6,000,000 shares of our common stock to Mr. Barry Clare, an
employee and former Chief Operating Officer of the Company, in consideration for
services rendered on our behalf by Mr. Clare. The issuance of such 6,068,750
shares of common stock was exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), pursuant to the provisions of
Section 4(2) of the Act, as a transaction by an issuer not involving any public
offering.



ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

      A Proxy Statement was mailed on or about June 19, 2000 to shareholders of
record of the Company as of May 22, 2000 in connection with the Company's 2000
Annual Meeting of Shareholders, which was held on July 18, 2000 at the IDT
Building, 17th Floor, 520 Broad Street, Newark, New Jersey 07102. At the
Meeting, the shareholders voted on three matters and all of such matters were
approved.

      The first matter was the election of the members of the Board of
Directors. The two directors elected and the tabulation of the votes (both in
person and by proxy) were as follows:

<TABLE>
<CAPTION>
      Nominees for Directors        For            Withheld
      ----------------------        ---            --------
<S>                              <C>               <C>
      David Lieberman            95,890,884        1,232,522
      Dr. Leonard Bielory        96,001,434        1,121,972
</TABLE>

      The second matter upon which the shareholders voted was the proposal to
ratify the appointment by the Board of Directors of Michael Finkelstein & Co. as
independent certified public accountants for the Company for 2000. The
tabulation of the votes (both in person and by proxy) was as follows:

<TABLE>
<CAPTION>
      For                     Against                 Abstentions
      ---                     -------                 -----------
<S>                           <C>                     <C>
      95,055,934              1,969,458               98,014
</TABLE>




                                      13
<PAGE>   16
      The third matter upon which the shareholders voted was the proposal to
approve an amendment to the Company's Certificate of Incorporation, increasing
the aggregate number of shares of common stock, par value $.0007 per share, the
Company is authorized to issue from 120,000,000 to 250,000,000 shares. The
tabulation of the votes (both in person and by proxy) was as follows:

<TABLE>
<CAPTION>
      For                     Against                 Abstentions
      ---                     -------                 -----------
<S>                           <C>                     <C>
      94,427,876              2,632,164               63,366
</TABLE>


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(A)   EXHIBITS.

EXHIBIT
NUMBER

3.1.1    Articles of Incorporation of the Company, as amended (1)

3.1.2    Amendment to the Articles of Incorporation of the Company (1)

3.1.3*   Second Amendment to the Articles of Incorporation of the Company

3.2      By-Laws of the Company (1)

27.1*    Financial Data Schedule

--------------
*     Filed herewith.

(1)   Filed as an Exhibit to the Company's Form 10-SB, dated July 23, 1999, and
      incorporated herein by reference.

(b)   REPORTS ON FORM 8-K.

      No reports on Form 8-K were filed during the third quarter of the fiscal
year ending December 31, 2000.

                          FORWARD LOOKING INFORMATION


      This Quarterly Report on Form 10-QSB includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. For example, statements included in this
Quarterly Report regarding Management's plans and objectives for the future and
assumptions and predictions about




                                      14
<PAGE>   17
products and sales are all forward-looking statements. When used herein, words
like "intend," "anticipate," "believe," "estimate," "plan" or "expect," as they
relate to the Company, are intended to identify forward-looking statements. The
Company believes that the assumptions and expectations reflected in such
forward-looking statements are reasonable, based on information available to it
on the date of this Quarterly Report, but no assurances can be given that these
assumptions and expectations will prove to have been correct or that the Company
will take any action that it may presently be planning. The Company is not
undertaking to publicly update or revise any forward-looking statement if it
obtains new information or upon the occurrence of future events or otherwise.



                                      15
<PAGE>   18
Exhibit Index

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S>            <C>
3.1.1          Articles of Incorporation of the Company, as amended (1)

3.1.2          Amendment to the Articles of Incorporation of the Company (1)

3.1.3*         Second Amendment to the Articles of Incorporation of the Company

3.2            By-Laws of the Company (1)

27.1*          Financial Data Schedule
</TABLE>

--------------
*        Filed herewith.

(1)      Filed as an Exhibit to the Company's Form 10-SB, dated July 23, 1999,
         and incorporated herein by reference.



                                      16
<PAGE>   19
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       ADVANCED PLANT PHARMACEUTICALS, INC.



                                       By:   /s/ David Lieberman
                                             ------------------------------
                                             David Lieberman
Date: November 14, 2000                      President




                                      17