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

         [   ]     Transitional Report Pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934, For the Quarter Ended March 31, 2001

                         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

        Securities registered pursuant to Section 12(b) of the Act:  NONE


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.  Yes  [  ]  No  [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date: June 14, 2002, 240,641,462 shares of
common  stock Transitional Small Business Disclosure Format (Check one): Yes [ ]
No  [X]
<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.

                               Form 10-QSB- Index

                      For the Quarter Ended March 31, 2002


PART  I                                                             Page

Item  1.     Consolidated  Financial  Statements                    F-1
Item  2.     Management  Discussion  and  Analysis                    1

PART  II

Item  1.     Legal  Proceedings                                       6
Item  2.     Change  in  Securities                                   6
Item  3.     Defaults  Upon  Senior  Securities                       6
Item  4.     Submission  of  Matters  to  a  Vote  of  Security
              Holders  Disclosures                                    6
Item  5.     Other  Information                                       6
Item  6.     Exhibits  and  Reports  on  Form  8-K                    7

Signatures                                                            8




     This Form 10-QSB contains forward looking statements, within the meaning of
Section  27A  of  the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934, regarding future events and the future performance of the
Company  involve  risks  and uncertainties which may cause our actual results in
future  periods to be materially different from any future performance suggested
herein.  We  believe  that  its  business strategy that includes focus on future
acquisitions is not unique.  There can be no assurance that our strategy will be
successful.  There  can  be no assurance that sufficient capital can be obtained
to market ourselves and increase our market share and our performance and actual
results  could  differ  materially  from  those projected in the forward looking
statements  contained  herein.


<PAGE>

                                     PART I

ITEM  1.     CONSOLIDATED  FINANCIAL  STATEMENTS

Reports  are  contained  starting  Page  F-1.


ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANAYSIS

Background

Our  company  was  incorporated  in the State of Delaware in1986, under the name
Ventra  Management,  Inc.  ("Ventra").  On  July  20,  1994, we amended Ventra's
Certificate  of  Incorporation  to  change  our  name  to  Advanced  Plant
Pharmaceuticals,  Inc.

DESCRIPTION  OF  BUSINESS:

     APPI  continues  to  focus  on  the research and development of plant based
dietary  supplements.  During  July  1999, the Company acquired exclusive rights
and  interests  to a thirteen-step process which utilizes virtually the whole of
the  nutrients  found  in  plants  to  manufacture  all  natural  herbal dietary
supplements.  The purchase price for the process was 12,000,000 shares of Common
Stock.  The  shares  were  issued February 13, 2001.  A further 6,000,000 shares
will  become due when marketing of the product commences. The Company intends to
use  this  process to manufacture products that it hopes to distribute worldwide
through  various  sales  distribution  contracts.

     On  February 28, 2000, the Company entered into an Asset Purchase Agreement
with  Dr.  Bielory to purchase his various allergy and nasal formulations.  This
Agreement  was  approved  by  the  Board of Directors on September 6, 2000.  Dr.
Bielory  was  granted  a five year option to purchase an aggregate of 18,000,000
shares  of  the  Company's  Common  Stock,  par  value  $0.0007 per share, at an
exercise  price  of  $180.00.  Dr.  Bielory  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.

     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.

     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  aggregating  $8,928,554.  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.  However, to date, sales have
not  been  material  and the Company has run out of capital.  As of March 31,
2002,  the  Company  has  $187 in cash and total current liabilities exceeded
current  assets  by  $2,868,072.

     As  of  the  beginning of April 1, 2002 we did not have any cash on hand or
accounts  receivable. The Company's two employees have deferred payment of their
salaries  for  the  past  eight  weeks.  While we are negotiating with 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.

     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.

     We  do  not  expect  to  purchase  or  sell any manufacturing facilities or
significant  equipment  over  the  next  twelve  months.  We  do not foresee any
significant  changes  in  the  number  of employees we will employ over the next
twelve  months.

Other  products  we  are  currently  marketing  are:

LO-CHOL
-------

Born  out  of  the  latest  scientific  research,  Lo-Chol's patented formula is
derived  from the "whole plant" parts ofsix selected plants that work in concert
to  help tip your lipid balance (good and bad cholesterol) towards a more normal
level.  These six plants (with exotic names like Cinnamomumzeylancium and Allium
sativum)  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.
This  is  a significant advantage that puts Lo-Chol and other APPI products in a
class  by  themselves.

ACA
---

ACA Caplets contain  a  carefully selected group of 11 natural plant substances,
which  work  in  harmony  to  help  chronic  fatigue  and  boost  normal
metabolic processes that  support  immune  system  function.  These  11  plants
(including  Boswelliacaterii, Impatiens balaminia and Curcuma zedoria) have long
and storied histories in ancient herbal medicine and folklore. Many are referred
to  in  the  Bible  as  well  as  Ayurveda, "India's natural science of life and
well-being".  Now,  incorporated  together  in  ACA,  they  offer  the  best  of
traditional  herbal  wisdom  and  modern  science.

SINUSOL
-------

Developed  in  concert  with  a  leading  board  certified  Allergy  and  Sinus
specialist,  is  a  unique nasal and sinus solution that pleasantly cleanses and
moisturizes  the nasal and sinusmucosa.  Sinusol  thins nasal solutions to clear
stuffy  and  blocked  allergic  nasal  passages as well as relieves sneezing and
sinus  pressure.  Sinusol  ,  is  the  safe  and natural alternative to over the
counter  nasal  sprays and saline products that contain irritating preservatives
and  additives.


Subsequent  Events

     On April 12, 2002, the Board of Directors executed a written consent of the
Board  of  Directors  whereby  the  Company will spin off its product LHM123, an
"Alzheimer's " product (the "Product").  The Product is to be spun off into it's
own  separate  company.  The Board of Directors has approved a stock dividend of
shares  of  the  new company at the rate of six hundred (600) shares of APPI for
each  share  in  the new company.  The record dividend date has been set as July
31, 2002, payable as soon thereafter as possible.  In addition, the Company will
receive an additional two million shares of common stock, which will be retained
by  the  Company,  as consideration for the Product being transferred to the new
company.  It  is intended that the new company will file the necessary documents
to  become  a  separately traded entity on the OTC BB.  It is also intended that
the  new  company  will  file  a registration statement on Form SB-2 to register
shares  to  raise additional capital for the new company.  There is no timetable
for  this  spin  off  and  the  Board  of  Directors  may  choose  to not do it.

     On  May  8, 2002, the Company incorporated AMAZING NUTRITIONALS, INC.  This
is intended to be a spin off company with one of the Registrant's products being
sold  to  the  new company for shares.  It is the intention of the Registrant to
seek  private  investment in the new company through a private placement, at the
appropriate time declare a stock dividend and issue shares of the new company to
the  Registrant's  shareholders,  and  retain  a portion of the sale price as an
asset  in  the  Registrant.





                                     PART II

ITEM  1  -  LEGAL  PROCEEDINGS

     The  registrant  has  received  notice  of  opposition  to  its  trademark
application  for  the  SINUSOL product from the owner of a trademark for ANUSOL,
manufactured  by  Warner-Lambert  Company.  The  registrant  believes  that  its
product and trademark application is distinguishable from the opposer's and that
any  opposition  will  eventually  be  denied  and its trademark granted for the
registrant's  product.

ITEM  2  -  CHANGES  IN  SECURITIES

     None

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES

     None

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

     None

ITEM  5  -  OTHER  INFORMATION

     None


<PAGE>
ITEM  6  -EXHIBITS  AND  REPORTS  OF  FORM  8-K

 (a)  The  following  documents  are  filed  as  part  of  this  report:

     (1)(2) CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

     A  list  of  the  Consolidated  Financial  Statements filed as part of this
Report is set forth in Item 8 and appears at Page F-1 of this Report; which list
is  incorporated herein by reference.  The Financial Statement Schedules and the
Report  of  Independent  Auditors  as  to  Schedules  follow  the  Exhibits.

     (a)(3)  EXHIBITS.

     All  of  the  items below are incorporated by reference to the Registrant's
General
Form  10SB  and  amendments  for Registration of Securities as previously filed.

                       EXHIBITS  AND  SEC  REFERENCE  NUMBERS


Number          Title  of  Document
------               -----------------------
     2(a)          Certificate  of  Incorporation  (2)
     2(b)          Agreement  and  Plan  of  Merger  (2)
     2(c)          By-Laws  (2)

(1)     Filed  Herewith.
(2)     Filed  as  exhibits  to  Form  10-SB,  dated,  July  23,  1999


(b)     Reports  on  Form  8-K
None


<PAGE>

SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

Date:          June  17,  2002

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below by the following persons on behalf of the Registrant in
the  capacities  and  on  the  dates  indicated.

DATE                      SIGNATURE  /  TITLE


Date:     June  17,  2002

By:  /s/  Dr.  Leonard  Bielory
     ----------------------------
Dr.  Leonard  Bielory,                    Chairman  of the Board of Directors

Date:     June  17,  2002

By:  /s/  David  Lieberman
----------------------------
David  Lieberman                          Director


<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                           FOR THE THREE MONTHS ENDED
                           --------------------------

                                 MARCH 31, 2002
                                 --------------

<PAGE>
                                Table of Contents
                                -----------------


                                                Page
                                                ----


Balance Sheet                                  F-1


Statements of Operations                       F-2


Statements of Cash Flows                       F-3


Notes to the Financial Statements           F4-F13


<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                                  BALANCE SHEET
                              AS OF MARCH 31, 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                         ASSETS
                                                                       Current assets:
<S>                                                                         <C>
    Cash and cash equivalents                                         $            187
    Inventory                                                                   65,185
                                                                      -----------------
      Total current assets                                                      65,372
                                                                      -----------------

  Fixed Assets (Net of Accumulated Depreciation of $708)                           292
                                                                      -----------------

  Other Assets:
    Intangible Assets (Net of Accumulated Amortrization of $472,087)         2,054,147
    Other Assets                                                                 4,144
                                                                      -----------------
      Total Other Assets                                                     2,058,291
                                                                      -----------------

                                                                      $      2,123,955
                                                                      =================
LIABILITIES AND SHAREHOLDERS' EQUITY

  Current Liabilities:

    Accounts Payable                                                  $        218,038
    Accrued expenses payable                                                 2,289,081
    Loans payable                                                              322,825
    Due to distributor                                                         103,500

      Total current liabilities                                              2,933,444
                                                                      -----------------
  Shareholders' Equity:

    Common stock, $.0007 par value, 250,000,000
     shares authorized and 242,710,973 shares issued                           169,898
    Capital in excess of par value                                           7,949,167
    Accumulated deficit                                                     (8,928,554)

      Total shareholders' equity                                              (809,489)
                                                                      -----------------

                                                                      $      2,123,955
                                                                      =================

See accompanying notes to financial statements.
                                      F-1
</TABLE>
<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                       2002             2001
                                                  ---------------  --------------

<S>                                               <C>              <C>
  Net Sales                                       $        1,788   $       6,110

  Cost of goods sold                                         941           2,896

      Gross profit                                           847           3,214
                                                  ---------------  --------------

  Operating expenses:

    Research and development                                   -             750
    General and administrative                           437,665         175,596

      Total operating expenses                           437,665         176,346
                                                  ---------------  --------------

        Operating loss                                  (436,818)       (173,132)

  Other expense (income)                                       -             655

      Loss before provision for income taxes            (436,818)       (173,787)

  Provision for income taxes                                   -               -

      Net loss                                    $     (436,818)  $    (173,787)
                                                  ===============  ==============


  Loss per common share                           $        (0.00)  $       (0.00)
                                                  ===============  ==============


                See accompanying notes to financial statements.
                                      F-2
</TABLE>
<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
               --------------------------------------------------
                                   (UNAUDITED)
                                   -----------
<TABLE>
<CAPTION>
                                                         2001            2001
                                                    ---------------  -------------
Cash Flows from Operating Activities:
<S>                                                      <C>              <C>
    Net Loss from operations                        $     (436,818)  $   (173,787)

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

      Depreciation and amortization expense                259,799            242
      Inventory Adjustment                                     891
      Services paid with common stock                      370,200              -
      Decrease in Accounts Receivable                        1,454              -
      (Decrease) Increase in accounts payable                4,460         11,769
      Increase in accrued expenses                           4,885        119,876

      Net cash used by operations                          204,871        (41,900)
                                                    ---------------  -------------


  Cash Flows from Investing Activities:

    Purchase of computer equipment                               -              -

      Net cash used by investing activities                      -              -
                                                    ---------------  -------------


  Cash Flows from Financing Activities:

    Proceeds from short-term loans payable                       0         41,900
    Repayments on short-term loans payable                (212,000)             -

      Net cash provided by financing activities           (212,000)        41,900
                                                    ---------------  -------------

  Net increase in Cash and cash equivalents                 (7,129)             -

  Cash and cash equivalents at beginning of period           7,316              -

  Cash and cash equivalents at end of period        $          187   $          -
                                                    ===============  =============


  Supplemental Cash Flow Information:

    Cash Paid During the Period for:

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


                See accompanying notes to financial statements.
                                      F-3
</TABLE>

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------


NOTE  1     BASIS  OF  PRESENTATION
            -----------------------

The  accompanying  unaudited  financial  statements  of  Advanced  Plant  Pha
rmaceuticals,  Inc.  ("APPI"  or  the  "Company") as of March 31, 2002 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 necessary
for  a  fair  presentation of the results for the interim periods presented have
been  included.  Operating results for the three months ended March 31, 2002 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,  2001.

NOTE  2     NATURE  OF  OPERATIONS
            ----------------------

Advanced  Plant  Pharmaceuticals,  Inc. ("the Company" or "APPI") focuses on the
research  and  development of plant based dietary supplements.  The Company owns
the  rights to a 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.

The Company expects, in the near term, to finance these efforts through the sale
of  its  common  stock  until  such time, if ever, that the operations achieve a
positive cash flow.  There is no guarantee that the Company will accomplish this
goal.  See  Note  10,  "Financial  Results  and  Liquidity."

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.
To  accomplish  this  objective,  the  Company  will  require working capital to
satisfy  current operating expenses and to produce inventory until such time, if
ever,  that  the  revenue  cycle  begins  generating  cash.  The  Company's past
attempts  to  establish a market for their products has so far been unsuccessful
and  resulted  in minimal sales.  There is no assurance that future efforts will
result  in  a  more  favorable  outcome.


                                       F-4
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------

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  security  deposits  ($4,144).

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

Computer  Equipment             $1,000
Accumulated  Depreciation          708
                              --------
                               $   292
                              ========

     Depreciation  Expense  for the three months ended March 31, 2002, was $ 83.

     Inventory
     ---------

Inventories  are  stated at the lower of cost or market.  Actual cost is used to
value  raw materials and supplies.  Inventories also include costs of processing
and  shipping.

     Intangible  Assets-New  Accounting  Pronouncement
     ------------------

The  Financial  Standards  Board  has recently issued New Statement of Financial
Accounting Standards. Statement No.  142, "Goodwill and Other Intangible Assets"
supercedes  APB  Opinion  17  and  related  interpretations.  Statement No.  142
establishes new rules on accounting for the acquisition of intangible assets not
acquired  in  a  business  combination  and the manner in which goodwill and all
other  intangibles  should  be  accounted  for  subsequent  to  their  initial
recognition  in  a  business  accounted for under SFAS No.  141.  Under SFAS No.
142, intangible assets should be recorded at fair value.  Intangible assets with
finite  useful lives should be amortized.  All intangible assets being amortized
as  well  as  those  that  are  not,  are  both  subject to review for potential
impairment  under  SFAS  No.  121,  "Accounting for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets  to  be  Disposed  of".  SFAS No.  142 also
requires that goodwill arising in a business combination should not be amortized
but  is  subject  to impairment testing at the reporting unit level to which the
goodwill  was  assigned  to  at  the  date  of  the  business  combination.

SFAS  No.  142 is effective for years beginning after December 15, 2001 and must
be applied as of the beginning of such year to all goodwill and other intangible
assets  that have already been recorded in the balance sheet as of the first day
in  which  SFAS  No.  142  are initially applied, regardless of when such assets
were  acquired.  Goodwill  acquired  in a business combination whose acquisition
date  is  on  or  after  July  1,  2001,  should not be amortized, but should be
reviewed  for  impairment  pursuant to SFAS No.  121, even though SFAS No.   142
has not yet been adopted.  However, previously acquired goodwill should continue
to  be  amortized  until  SFAS  No.  142  are  first  adopted.

<PAGE>
                                       F-5
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                 MARCH 31, 2002
                                 --------------

NOTE  4
(Continued)

INTANGIBLE  ASSETS-  CONTINUED
------------------
Long-lived  assets  are  reviewed  for  impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  A  long-lived  asset  is considered impaired when estimated future
cash  flows  related  to  the  asset,  undiscounted  and  without  interest, are
insufficient  to  recover the carrying amount of the asset.  If deemed impaired,
to  be  disposed  of  are  reported  at  the  lower  of their carrying amount or
estimated  fair  value  less  cost  to  sell.

Intangible assets principally represent the exclusive rights and interest to the
allergy and sinus formulations and a thirteen-step process for the manufacturing
of the company's products.  Such amounts were being amortized on a straight-line
basis  over  15  years,  prior  to  December  31,  2001.

Intangible  Assets  -  Asset  Purchase  Agreement          $2,526,234
Impairment  of  Assets                                       (472,087)
                                                          ------------
                                                          $2,054,147
                                                          ============

Intangible  Assets  were  adjusted  down  by  $  259,716.

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  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.

                                       F-6
<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------
NOTE  4
(Continued)
-----------

There  were 5,500,000 common stock options outstanding as of March 31, 2002.  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 235,358,486 in 2002 and 135,592,198 in 2001.

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 ("APB No. 25").  All disclosures
required  by  SFAS  No.  123  are  presented  in  Note  4  "Stock  Options."

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.

NOTE  5     RELATED-PARTIES  TRANSACTIONS
            -----------------------------

On  July 16, 1999, the Company entered into a Technology Purchase Agreement with
C.J.  Lieberman  (brother of the current President) whereby 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 herbal
dietary  supplements.  The  purchase  price  for the process includes 18,000,000
shares  of  the  Company's  common  stock issuable in two phases. As of December
2001,  none of the stock related to this agreement has been issued.  The Company
accrued $1,440,000, in anticipation of issuing 12 million shares that became due
in  2000 per the agreement.  This amount, which represents the fair market value
of  the  stock  when it became due under the agreement, is included in "Research
and  development"  costs  in 2000 and "Accrued expenses payable" at December 31,
2001  and  2000.

                                       F-7
<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------
NOTE  5
 (Continued)
  ---------

In  addition,  the  Company agrees to pay to C.J. Lieberman a royalty payment of
$.01  per  bottle with respect to each product manufactured with the process, 1%
(one  percent)  of  the  Company's  suggested  retail  price  of  each  product
manufactured with the process and 10% (ten percent) of the Company's net profits
from  the sale of products manufactured with the process.  In the event that the
Company  enters  into  an  agreement with a third party for the sale of products
manufactured  with  the  process,  which  agreement unconditionally provides for
payment  to the Company of not less than $20,000,000 upon receipt by the Company
of  such  $20,000,000  from  such  third  party, the Company shall issue to C.J.
Lieberman  five  million shares for each $20,000,000 paid to the Company, not to
exceed  twenty  five  million  shares.

During  2000,  the  Company  issued 5,000,000 shares of its common stock to C.J.
Lieberman  as  payment  of accrued salary payable of approximately $250,000 that
was  still  outstanding  since  his  resignation  as  President  in  1996.

Upon  his  resignation as President in 1996, the Company retained C.J. Lieberman
as  a  consultant.  His  current  consultant's  agreement,  dated June 10, 1999,
provides  for  monthly  consulting  fees  of  $9,000  ($108,000  annually),
reimbursement  of  all  direct expenses incurred while providing services to the
Company  and  a  five-year  option  to  purchase 750,000 shares of the Company's
common  stock  at  an  exercise  price  of  $.02  per  share.

The employment contract period is through June 10, 2002.  At March 31, 2002, the
Company  had an outstanding balance of unpaid consulting fees due C.J. Lieberman
of  $3,750  relating  to  this consulting contract.  This balance is included in
"Accrued  expenses  payable"  at  March  31,  2002.

Due  to  the  absence  of  revenues,  cash flow has been unpredictable and often
non-existent.  As  a  result, C.J Lieberman frequently lent the Company funds or
directly  paid  expenses  on  behalf  of  the  Company.  These transactions were
accounted for in a loan account.  When funds were available, Mr. Lieberman would
take  advances against this loan account.  As of March 31, 2002 the loan account
had  a  balance payable to Mr. Lieberman of $27,855, which is included in "Loans
Payable"  at  March  31,  2002.

The  President,  David  Lieberman,  has  also  lent  the  Company funds, or paid
expenses on behalf of the Company.  The balance owed to David Lieberman relating
to  these  transactions  was $66,283 at March 31, 2002 and is included in "Loans
payable" on the balance sheet. The Company also owed the President unpaid salary
of  $458,250 at March 31, 2002, which is included in "Accrued expenses payable".

                                       F-8

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------

NOTE  5
(Continued)
 --------

On  February  28, 2000 the Company entered into an Asset Purchase Agreement with
Dr.  Leonard  Bielory  (Chairman  of the Board of Directors of APPI) whereby the
company  acquired  the  exclusive  rights  and  interest  to  allergy  and sinus
formulations  ("Assets").  The  purchase  price  includes  options  to  purchase
18,000,000  shares  of the company's common stock at an aggregate exercise price
of  $180.  The  options  are  to  be  issued in two phases.  The first phase was
completed  in  2000  and the required options to purchase 12 million shares were
issued  during  the  fourth  quarter  of 2000.  The fair value of the 12 million
share  options was $1,079,880 and is included in "Intangible Assets" on the 2000
balance  sheet.  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.

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.  Commencing on March 15, 2000
and  each  January  1  thereafter, Dr. Bielory is to receive options to purchase
750,000  shares  of  the Company's common stock as additional compensation under
this  agreement.  As of March 31, 2002, none of the stock options required under
this  agreement  have  been  issued.  On  April  10,  2000, Dr. Bielory received
225,000 restricted shares of the Company's common stock as a signing bonus.  The
stock  had  an  aggregate  fair  market  value  of  $96,749 on the day of issue.

NOTE  6     CAPITAL  STOCK
            --------------

The  Company  is  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.

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.

                                       F-9

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31, 2002
                                  --------------
NOTE  6
(Continued)

During  the  first  quarter  ending March 31,2002, the Company issued 37,020,000
shares  of  its  common  stock  to  satisfy various liabilities and professional
services.

NOTE  7     STOCK  OPTIONS
            --------------

In  accordance  with various employment and consulting contracts the Company has
issued  stock  options  to  its  President,  employees  and  a  key  consultant.

On  June  10,  1999  the Company entered into new employment agreements with the
President and two employees and a new consulting contract with a key consultant.
Pursuant  to  these  agreements,  the  Company granted each of these individuals
options  to  purchase  750,000  shares  of  the  Company's  common stock.  These
options,  which  expire on June 10, 2004, have a weighted average exercise price
of  approximately  $.02,  which  was below the then current market price for the
stock.  The  Company  recorded  compensation  expense  of  $97,500  in  1999  to
recognize  the  intrinsic  value  of  these  options  as  defined in APB No. 25.

During  June  1999, the Company agreed to cancel a prior stock option agreement,
that  granted  400,000 options to an employee in 1997, and replace it with a new
option  agreement.  Pursuant  to  the new option agreement, the Company replaced
the 400,000 cancelled options with 1,000,000 options to purchase common stock at
$.05  per  share.  The  new  options  expire  on  June  30,  2002.  There was no
compensation  costs attributed to these options since the exercise price equaled
the  market  price  as  of  the  grant  date.

The  weighted  average  fair  value  of all options granted in 1999 was $.05 per
option share.  The fair value of options granted in 1999 was estimated using the
Black-Scholes  option  pricing  model  with the following assumptions: risk-free
interest  rate  of  5.61%,  expected option life of 4.4 years, expected dividend
yield  of  zero  and  expected  volatility  of  160.86%.

During  October  2000, the Company granted options to purchase 12 million shares
of  the  Company's  common stock to Dr. Leonard Bielory as required by the Asset
Purchase  agreement.  These  options,  which  expire  in  October  2005, have an
exercise  price  of  $.00001  per  share,  which was below the then current fair
market  value  of  $.09 per share.  The Company recorded compensation expense of
$1,079,880  in 2000 to recognize the intrinsic value of these options as defined
in  APB  No.  25.

The  fair  value  of  the  options  granted  in  2000  was  estimated  using the
Black-Scholes  option  pricing  model  with the following assumptions: risk-free
interest  rate  of 6%, expected option life of 4 months, expected dividend yield
of  zero  and  expected  volatility  of  146.89%.


                                      F-10

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------

NOTE  7
(Continued)

Had  compensation expense been recognized using the fair value method prescribed
in  SFAS  No.  123, the Company's net loss in 2001 would not have been affected.
The  effect  on  net  loss  per  share would have been negligible in both years.

The  following  table  summarizes  stock  option  activity  for  2001  and 2000:
<TABLE>
<CAPTION>
                                           Weighted              Weighted
                                            average              average
                                           exercise   Options    exercise
                                Options     price   exercisable  price
                              -----------  -------  -----------  ------
<S>                              <C>         <C>        <C>        <C>
Balance at December 31, 1998   1,900,000    $.09     1,800,000    $.09
Granted                        4,000,000     .03         -         -
Exercised                          -          -          -         -
Cancelled                      (400,000)     .25         -         -
                              -----------  -------  -----------  ------

Balance at December 31, 1999   5,500,000    $.03     5,500,000    $.03
Granted                       12,000,000   .00001        -         -
Exercised                          -          -          -         -
Cancelled                          -         .25         -         -
                              -----------  -------  -----------  ------

Balance at December 31, 2000  17,500,000    $.01    17,500,000    $.01
                              ===========  =======  ===========  ======
</TABLE>

As  of December 31, 2000, there were 17,500,000 common stock options outstanding
with  a  weighted-average  remaining  life  of  4.5 years and a weighted average
exercise  price of $.01 per share.  During the first quarter of fiscal 2001, Dr.
Bielory  exercised  the  12 million options granted to him in 2000. Accordingly,
the  outstanding  balance  as  of  December  31,  2001  is  $5,500,000.

NOTE  8     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.

On  February  28,  2001,  the  Company  entered  into  a loan agreement with Sam
Berkowitz,  an  employee and shareholder of the Company.  The agreement is for a
maximum  loan amount of $100,000.  As of March 31, 2002 the company has borrowed
$56,500  on  this loan.  The loan is interest free and includes the option to be
paid  in  Company  stock.  If  the  loan  is  paid  in  Company stock, the stock
conversion  price  is  $.0165  per  share.



                                      F-11

<PAGE>

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------


NOTE  9     COMMITMENTS  AND  CONTINGENCIES
            -------------------------------

The  Company  has  employment  agreements  with  four employees and a consulting
contract  with  a  key  consultant  to  the  Company.  At December 31, 2001, the
Company  was committed under these agreements to wages and fees of approximately
$175,916  for  2002.

On  February  17,  2000  the  Company  retained  the  services  of First Madison
Securities,  Inc.  ("FMS").  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  will  issue FMS 6,000,000
restricted  shares of its common stock as follows; 1,700,000 shares upon signing
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.
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.  Through December 31,
2001  this  contract  has  not  been  exercised  or  terminated.

On  January 22, 2001, the Company entered into a consulting agreement with Summa
Capital,  Inc.,  which is owned by the son of a current employee and shareholder
of  the  Company.  In  accordance with the agreement, Summa Capital will provide
consulting  services  in  the  area  of  investor  relations,  public relations,
marketing  and  capital  markets.  The agreement is renewable every three months
but  may  be cancelled by either party on a monthly basis.  Compensation payable
to  Summa  Capital  under  this  agreement  includes $3,000 per month payable in
advance,  300,000  shares of Company stock at the end of each three month period
and  a  percentage  of  the net proceeds of any money raised by the Company from
sources  introduced  by  Summa Capital.  Additionally, at the beginning of every
three  month  renewal  period  Summa  Capital  is  to  receive two-year warrants
convertible  into  300,000  shares  of  the Company's common stock and five-year
warrants  to  purchase  an  additional  300,000  shares  of the Company's stock.

On  March  16,  2001,  the Company entered into an agreement whereby the Company
appointed  National Brokers Associates (NBA) as their exclusive sales management
organization.  The  agreement  is  for  a one year term.  Compensation under the
agreement  involves  percentage of sales volume and includes minimum payments of
$5,000  per  month  of  which 80% can be paid with Company stock at a discounted
conversion  rate.  The  agreement calls for the issuance of additional shares of
the  Company's  stock  if  certain  sales  levels  are  achieved.

                                      F-12

<PAGE>
                      ADVANCED PLANT PHARMACEUTICALS, INC.
                      ------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                  MARCH 31,2002
                                  -------------

NOTE  9
(Continued)

In  addition  to  the  shares  that may potentially be issued for the agreements
previously discussed, the Company is currently considering issuing approximately
8,730,000  shares  of  common  stock  to  pay  off  various payables existing at
December  31,  2001 and incurred in the subsequent 2001 period.  The fair market
value  of  these  shares  at  December  31,  2001  is  approximately  $87,300.

NOTE  10     FINANCIAL  RESULTS  AND  LIQUIDITY
             ----------------------------------

As  of  March  31,  2002,  the  Company  had  a  cash  balance of $187, which is
$2,933,257  less  than  it's  current  liabilities  of  $2,933.444.  Since  its
inception,  the Company has had significant operating losses and working capital
deficits  aggregating  $8,928,554.  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.  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, if ever, that the revenue cycle begins
generating  cash.

The  impact  of  any  current or future distribution agreements on the Company's
cash  flow  is  uncertain.  There  is  no guarantee that cash generated from new
product  sales will occur, or 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.

                                      F-13