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 June 30, 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 August 20, 2004, there were issued and outstanding 669,382,298,
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 June 30, 2004                         3

         Condensed Statements of operations for the three and six months
                  ended June 30, 2004 and 2003                               4

         Condensed Statements of cash flows for the six months ended
             June 30, 2004 and 2003                                          5

      Notes to the condensed financial statements                            7

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

Item 3.   Controls and Procedures                                           15

PART II.  OTHER INFORMATION                                                 16

SIGNATURES                                                                  17



<PAGE>


                                     PART I

ITEM 1. CONDENSED FINANCIAL STATEMENTS


                      ADVANCED PLANT PHARMACEUTICALS, INC.

                             CONDENSED BALANCE SHEET

                                  JUNE 30, 2004
                                   (UNAUDITED)


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



                                     Assets

<TABLE>
<CAPTION>
<S>                                                                             <C>
Current assets
     Cash and cash equivalents                                                  $      3,768
     Accounts receivable                                                               1,152
     Inventory                                                                        74,740
                                                                                ------------

           Total current assets                                                       79,660
                                                                                ------------

Property and equipment - net                                                           3,288
                                                                                ------------

Other assets
     Intangible assets - net of impairment losses                                    428,360
     Due from related companies                                                        3,932
      Prepaid and other assets                                                         7,190
                                                                                ------------

           Total other assets                                                        439,482
                                                                                ------------

           Total assets                                                         $    522,430
                                                                                ------------


                    Liabilities and Stockholders' Deficiency

Current liabilities
     Accounts payable                                                           $    149,839
     Due to stockholder - asset acquisition                                        1,315,000
     Loans payable - stockholders                                                    836,875
     Accrued expenses                                                                816,769
     Due to distributor                                                              103,500
     Deposits                                                                         10,000
                                                                                ------------

           Total liabilities                                                       3,231,983
                                                                                ------------

Stockholders' deficiency
     Preferred - $.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;
         660,632,298 shares issued and outstanding                                   462,443
     Paid-in-capital                                                              14,242,844
     Deficit                                                                     (17,416,590)
                                                                                ------------

           Total stockholders' deficiency                                         (2,709,553)
                                                                                ------------

           Total liabilities and stockholders' deficiency                       $    522,430
                                                                                ============
</TABLE>

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


                                       3
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                         Three Months Ended                Six Months Ended
                                              June 30,                          June 30,
                                              -------                           -------

                                       2004             2003            2004               2003
                                       ----             ----            ----               ----

<S>                               <C>              <C>              <C>              <C>
Revenues                          $      31,817    $      61,981    $      48,975    $      64,726

Cost of sales                            10,554           27,340           30,259           29,466
                                  -------------    -------------    -------------    -------------

         Gross profit                    21,263           34,641           18,716           35,260

Operating expenses:
     General and administrative         266,377          611,225        2,952,000          815,372
                                  -------------    -------------    -------------    -------------

  Operating loss                       (245,114)        (576,584)      (2,933,284)        (780,112)

  Other income
      Miscellaneous income              129,097               --          129,097               --
                                  -------------    -------------    -------------    -------------

  Loss before provision for
    income taxes                       (116,017)        (576,584)      (2,804,187)        (780,112)

  Provision for income taxes                 --              245               --              687
                                  -------------    -------------    -------------    -------------

         Net loss                 $    (116,017)   $    (576,829)   $  (2,804,187)   $    (780,799)
                                  =============    =============    =============    =============

Basic and diluted loss per
    share                         $       (0.00)   $       (0.00)           (0.00)   $       (0.00)
                                  =============    =============    =============    =============

Weighted average numbers of
     common shares outstanding      634,951,712      378,773,394      597,039,441      434,587,999
                                  =============    =============    =============    =============
</TABLE>

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


                                       4
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30,
                                                                          2004        2003
                                                                          ----        ----
<S>                                                                    <C>          <C>
Cash flows from operating activities
     Net cash provided by (used in) operations                         $(413,953)   $ 143,402
                                                                       ---------    ---------

Cash flows from financing activities
     Loans payable to stockholders - net                                  77,410     (103,506)
     Due from affiliates                                                   7,806           --
     Proceeds from the sale of common stock                               70,000           --
                                                                       ---------    ---------

     Net cash provided by (used in)  financing activities                155,216     (103,506)
                                                                       ---------    ---------

Cash flows from investing activities
     Equipment acquisition                                                (3,353)          --
                                                                       ---------    ---------

     Net cash used in investing activities                                (3,353)          --
                                                                       ---------    ---------

Net increase (decrease) in cash and cash equivalents                    (262,090)      39,896

Cash and cash equivalents - beginning of period                          265,858          219
                                                                       ---------    ---------

Cash and cash equivalents - end of period                              $   3,768    $  40,115
                                                                       =========    =========



Supplemental cash flow information: Cash paid during the period for:
                  Income taxes                                         $      --    $     687
                                                                       =========    =========

Non-cash transaction:
         Stockholder loans converted to common stock                   $ 520,000    $      --
                                                                       =========    =========
</TABLE>

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


                                       5
<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 six months ended June 30, 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 AND GOING CONCERN

      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, 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 and acquiring
      agreements to the rights of this process and one major sinus product. The
      Company's operations 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
      $17,416,590 and stockholder's deficiency of $2,709,553 as of June 30, 2004
      and current liabilities exceeded current assets by $3,152,323. There can
      be no assurance that the Company will be able to successfully acquire the
      necessary capital to mitigate their operating risks and continue their
      on-going development efforts and bring their 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.


                                       6
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      NATURE OF BUSINESS AND GOING CONCERN (Continued)

      Factors that could affect 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.

      STOCK ISSUED FOR SERVICES

      The value of stock issued for services are based on management's estimate
      of 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.

      RESEARCH AND DEVELOPMENT COSTS

      Research and development costs are expensed as incurred. For the six
      months ended June 30, 2004 and 2003, research and development costs
      included in operating expenses were $289,419 and $9,251, respectively.

      INCOME TAXES

      The Company has federal net operating tax loss carry forwards expiring in
      the years 2010 to 2024. The potential tax benefit of the net operating
      loss has been offset by a full valuation allowance. 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 may result in the
      expiration of the net operating loss before its full utilization.


                                       7
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      LOSS PER SHARE

      The Company computed basic and diluted loss per share amounts for June 30,
      2004 and 2003 pursuant to the Statement of Financial Accounting Standard
      (SFAS) No. 128, "Earnings Per Share." No dilution resulted from the
      6,000,000 and 9,000,000 employee stock options outstanding at June 30,
      2004 and 2003, respectively, because of the net loss.

      LOSS PER SHARE

      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 percommon share are calculated by adjusting the
      weighted average outstanding shares, assuming conversion of all
      potentially dilutive stock options.

      REVENUE RECOGNITION

      The Company recognizes revenue from the sale of its products in accordance
      with the U.S.


      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.

      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 relate to the valuation of inventory,
      intangible assets, all accrued liabilities and the valuation of the stock
      options and stock issued for debt and services provided by related
      parties.

      2004 INCENTIVE STOCK PLAN

      In January 2004, the Company had adopted the 2004 Incentive Stock Plan
      (ISP). This plan allows the Company to make 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 is authorized to
      reward eligible individuals with up to 45,000,000 shares of its common
      stock. As of June 30, 2004, 36,866,666 shares (refer to note 2) were
      issued to various eligible individuals.


                                       8
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

      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.







































                                       9
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      STOCK WARRANTS

      At June 30, 2004, the Company had outstanding warrants to purchase
      33,000,000 shares of the Company's common stock at prices ranging from
      $.03 to $.10 per share. The warrants become exercisable in 2005 and expire
      at various dates through 2007. A waiver of reservation for 30,000,000
      shares was received. Thus, the remaining 3,000,000 shares of common stock
      were reserved for that purpose.

      COMMITMENTS AND CONTINGENCIES

      The Company has employment agreements with four employees, and a
      consulting contract with a key consultant, who are also stockholders of
      the Company. At June 30, 2004, the Company has a total liability for
      accrued salaries to stockholders of $443,891. 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.

      RECLASSIFICATION

      Certain prior year's amounts have been reclassified to conform to the 2003
      presentation.


2.    RELATED-PARTIES STOCK AND ASSET 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 $787,900.
      As part of the total shares issued, 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 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.

      On June 4, 2004, the Company had also issued, under the ISP, 5,666,666
      shares of common stock for the performance of various services valued at
      $56,667, and paid down $20,000 of loan payable to a stockholder with
      2,000,000 shares of common stock for prior services rendered. Both of
      these transactions were recorded at $0.01 per share, the fair market on
      the date of issuance.


                                       10
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2.    RELATED-PARTIES STOCK AND ASSET TRANSACTIONS (Continued)

      The Director, advanced to the Company his personal funds, or paid expenses
      on behalf of the Company. As of June 30, 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 $477,033. 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 June 30, 2004, this investment
      was recorded at its par value, which is $300.

      On April 20, 2004, the Company had issued 800,000 shares of its common
      stock to a consultant for services rendered. The amount recorded for these
      services was $16,000, or $.02 per share, and was based on the market price
      on the date of issuance.

      On April 22, 2004, the Company had issued 38,300,000 shares of its common
      stock to various consultants for services rendered, valued at $766,000.
      Also, the Company converted a loan payable to stockholder into the common
      stock by issuance of 25 million shares, resulting in debt reduction of
      $500,000. In addition, the Company had issued 25 million shares for
      consulting services rendered by a Related Consultant, valued at $500,000.
      These transactions were recorded at $0.02 per share based on the market
      price on the date of issuance.

      On April 23, 2004, the Company has cancelled 5,000,000 shares of common
      stock which were issued by the Company and held by the transfer agent
      pending the completion of contractual services. The shares were cancelled
      due to nonperformance of the contract.

      During the period ended March 31, 2004, the Company issued 3,000,000
      shares in a private placement to several investors at approximately $.02
      per share, for aggregate cash proceeds of $60,000.


                                       11
<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 June 30, 2004.


4.    MISCELLANEOUS INCOME

      During the period ended June 30, 2004, the Company has a write off of
      prior period's accounts payable in the amount of $129,097, shown as a
      miscellaneous income on the condensed statements of operations.


5.    SUBSEQUENT EVENT

      On July 23, 2004, the Company had issued 1,000,000 shares of its common
      stock to Philip Drachman, a consultant, for services rendered. The amount
      accrued for these services was $10,000 or $.01 per share, and was based on
      the market price on the date of issuance for work concluded prior to June
      30, 2004.


                                       12
<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 the formulation 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.

In addition to Sinusol,  the  Company is also  currently  marketing  its Lo-Chol
product.  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 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.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2003.

REVENUES

Revenues  generated  during  the six  months  ended  June 30,  2004,  aggregated
$48,975,  as  compared to $64,726 for the six months  ended June 30,  2003.  The
decrease of $15,751 in revenues from the comparable  period in the prior year is
primarily due to less purchases by our exclusive distributors.

COSTS OF GOODS SOLD

Cost of Goods Sold for the six months ended June 30, 2004, aggregated $30,259 as
compared  to $29,466 for the six months  ended June 30,  2004.  The  increase of
$1,063 for the six  months  ended June 30,  2004 as  compared  to the six months
ended June 30, 2003, was primarily due to the use of product in connection  with
clinical trials.


                                       13
<PAGE>

OPERATING EXPENSES

Operating  Expenses  incurred for the six months ended June 30, 2004  aggregated
$2,952,000 as compared to $815,372 for the six months ended June 30, 2003, which
is an increase of $2,136,628. This increase was the result of payment of finders
fees in connection with the sales of our products

NET LOSS

The net loss was  $2,804,187 for the six months ended June 30, 2004, as compared
to net loss of $780,799 for the six months ended June 30, 2003, which represents
an increased net loss of $2,023,388.  The reason for the increased net loss is a
result of the reasons described above.

THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2003.

REVENUES

Revenues  generated  during the three  months  ended June 30,  2004,  aggregated
$31,817,  as compared to $61,981 for the three months  ended June 30, 2003.  The
decrease of $30,164 in revenues from the comparable  period in the prior year is
primarily due to less purchases by our exclusive distributors.

COSTS OF GOODS SOLD

Cost of Goods Sold for the three months ended June 30, 2004,  aggregated $10,554
as compared to $27,340 for the three  months  ended June 30,  2004.  The $16,786
decrease  for the  three  months  ended  June 30,  2004,  was  primarily  due to
decreased sales.

OPERATING EXPENSES

Operating Expenses incurred for the three months ended June 30, 2004, aggregated
$266,377 as compared to $611,225 for three months ended June 30, 2003,  which is
an  decrease  of  $344,848.  This  decrease  was the result of a decrease in the
payment of finders fees payable in connection with the sales of our products.

NET LOSS

The net loss was $116,017 for the three months ended June 30, 2004,  as compared
to net loss of $576,829 for the three months ended June 30, 2003. The reason for
the decreased net loss is a result of the reasons described above.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004, we had working  capital deficit of $3,152,323 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.


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<PAGE>

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

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of June 30, 2004, we carried out an evaluation  of the  effectiveness  of the
design and  operation  of its  disclosure  controls and  procedures  pursuant to
Exchange Act Rule 13a-14.  This  evaluation was done under the  supervision  and
with the  participation of our Chief Executive  Officer and Principal  Financial
Officer.  Based upon that  evaluation,  they  concluded that there were material
weaknesses  associated with our disclosure  controls and procedures in so far as
they were not  effective in  gathering,  analyzing  and  disclosing  information
needed to  satisfy  our  disclosure  obligations  under the  Exchange  Act.  Our
independent  auditors  issued a letter at the  completion of their review of our
financial  statements  for they six months  ended June 30, 2004,  detailing  the
following material weaknesses:

      o     Lack of supervision and review regarding the recording of stock
            transactions;
      o     Lack of discipline around the financial reporting;
      o     Lack of financial accounting and reporting knowledge; and
      o     Policies and procedures used to develop accruals and estimates.

As a  result  of the  above,  the  Company  terminated  its  current  accounting
personnel and engaged new  accounting  personnel to address the issues raised by
our independent auditors.  The new accounting personnel have assisted management
in developing  procedures,  forms,  checklists and reporting packages to address
these  deficiencies,  and management  believes progress had been made to improve
our  system of  internal  controls.  Additional  progress  in these  areas  will
continue through the end of 2004.

CHANGES IN INTERNAL CONTROLS

During  the  quarter to which this  report  relates,  there was no change in our
internal control over financial  reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting,  with the exception of the new policies and procedures  instituted in
August 2004 to address the material weaknesses set forth above.


                                       15
<PAGE>

                                     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.


ITEM 2 - CHANGES IN SECURITIES

On April 20, 2004,  the Company had issued 800,000 shares of its common stock to
a consultant for services  rendered.  The amount recorded for these services was
$16,000,  or $.02 per share,  and was based on the  market  price on the date of
issuance.

On April 22, 2004, the Company had issued  38,300,000 shares of its common stock
to various  consultants  for services  rendered,  valued at $766,000.  Also, the
Company  converted  a loan  payable  to  stockholder  into the  common  stock by
issuance of 25 million  shares,  resulting in debt  reduction  of  $500,000.  In
addition,  the  Company  had issued 25 million  shares for  consulting  services
rendered  by CJ,  Lieberman,  the  brother  of our sole  executive  officer  and
director,  valued at $500,000.  These  transactions  were  recorded at $0.02 per
share based on the market price on the date of issuance.

On April 23, 2004,  the Company has cancelled  5,000,000  shares of common stock
which were  issued by the  Company and held by the  transfer  agent  pending the
completion  of   contractual   services.   The  shares  were  cancelled  due  to
nonperformance of the contract.

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

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.


                                       16
<PAGE>

      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.


                                       17
<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: August 20, 2004




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