UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





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


OF
      1934


For
      the
      fiscal year ended December 31, 2005


Or


o TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
      OF
      1934


For
      the
      transition period from __________________ to
      __________________________.





Commission
      File Number: 000-27333





MAZAL
      PLANT PHARMACEUTICALS, INC.


(Exact
      name of small business issuer as specified in its charter)





Nevada
              (State
                of incorporation)
            20-3761221
              (IRS
                Employer ID Number)





43
      West
      33 rd Street


New
      York, NY 10001


(Address
      of principal executive offices)





(212)
      695-3334


(Issuer's
      telephone number)





Akid
      Corporation


(Former
      name, former address and former fiscal year,


if
      changed since last report)





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


Securities
      registered pursuant to section 12(g) of the Act: Common Stock, no par value




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


Yes
x
      No o





Indicate
      by check mark if there is disclosure of delinquent filers in response to Item
      405 of Regulation S-K is not contained in this form, and no disclosure will
      be
      contained, to the best of company's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the company is an accelerated filer (as defined in Rule
      12b-2 of the Act) o Yes x
      No





The
      Company did not have any revenues during its most recent fiscal
      year.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed was approximately $9,961,500 as of July 20,
      2006.





The
      Company has 37,975,000 shares of common stock outstanding as of July 20, 2006.




Documents
      Incorporated By Reference: None





Transitional
      Small Business Issuer Disclosure Format (check one): Yes o No x
      .










TABLE
      OF
      CONTENTS







PagePART
                I
            2Item
                1. Description of Business
            2Item
                2. Properties
            10Item
                3. Legal Proceedings
            10Item
                4. Submission of Matters to a Vote of Security Holders
            11PART
                II
            11Item
                5. Market for Common Equity and Related Stockholder
                Matters
            11Item
                6. Management's Discussion and Analysis or Plan of
                Operation
            13Item
                7. Financial Statements
            14Item
                8. Changes in and Disagreements with Accountants on
                Accountingand
                Financial Disclosure
            14Item
                8A. Controls and Procedures
            14Item
                8B. Other Information
            14PART
                III
            14Item
                9. Directors, Executive Officers, Promoters and Control
                Persons;Compliance
                with Section 16)a) of the Exchange Act
            14Item
                10. Executive Compensation
            16Item
                11. Security Ownership of Certain Beneficial Owners and
                Managementand
                Related Stockholder Matters
            17Item
                12. Certain Relationships and Related Transactions
            18Item
                13. Exhibits
            19Item
                14. Principal Accountant Fees and Services
            20











Forward-Looking
      Statements.





This
      Annual Report on Form 10-KSB contains forward-looking information.
      Forward-looking information includes statements relating to future actions,
      prospective products, future performance or results of current or anticipated
      products, sales and marketing efforts, costs and expenses, interest rates,
      outcome of contingencies, financial condition, results of operations, liquidity,
      business strategies, cost savings, objectives of management of the "Company
      and
      other matters. The Private Securities Litigation Reform Act of 1995 provides
      a
      "safe harbor" for forward-looking information to encourage companies to provide
      prospective information about themselves without fear of litigation so long
      as
      that information is identified as forward-looking and is accompanied by
      meaningful cautionary statements identifying important factors that could cause
      actual results to differ materially from those projected in the information.
      Forward-looking information may be included in this Annual Report on Form 10-KSB
      or may be incorporated by reference from other documents filed with the
      Securities and Exchange Commission (the "SEC") by the Company. You can find
      many
      of these statements by looking for words including, for example, "believes,"
      "expects," "anticipates," "estimates" or similar expressions in this Annual
      Report on Form 10-KSB or in documents incorporated by reference in this Annual
      Report on Form 10-KSB. The Company undertakes no obligation to publicly update
      or revise any forward-looking statements, whether as a result of new information
      or future events.





The
      Company has based the forward-looking statements relating to the Company's
      operations on management's current expectations, estimates and projections
      about
      the Company and the industry in which it operates. These statements are not
      guarantees of future performance and involve risks, uncertainties and
      assumptions that we cannot predict. In particular, we have based many of these
      forward-looking statements on assumptions about future events that may prove
      to
      be inaccurate. Accordingly, the Company's actual results may differ materially
      from those contemplated by these forward-looking statements. Any differences
      could result from a variety of factors, including, but not limited to
      general


economic
      and business conditions, competition, and other factors.













PART
      I





Item
      1.
      Description of Business





Company
      History








Mazal
      Plant Pharmaceuticals, Inc. were originally organized under the laws of the
      State of Colorado on April 9, 1998. Our only activity prior to June 6, 2005
      had
      been attempts to locate and negotiate with a business entity for the merger
      of
      that target company into the predecessor of Mazal. Our operations consisted
      solely of seeking merger or acquisition candidates, and we had no business
      operations or revenues.





On
      June
      6, 2005, we underwent a change in control and adopted the current focus of
      our
      business, which is the development, manufacture and supply of plant based
      pharmaceuticals. We are dedicated to using whole plants in order to develop
      healthier natural pharmaceuticals for the treatment of human
      diseases.





As
      discussed above, on June 6, 2005, we acquired a majority interest in Delaware
      Mazal pursuant to the Share Exchange Agreement. On June 6, 2005, a majority
      of
      our common stock was acquired by Advanced Plant Pharmaceuticals, Inc., a
      Delaware corporation, pursuant to the Share Exchange Agreement among Advanced
      Plant Pharmaceuticals, Inc., Akid Corporation, and James B. Wiegand, who was
      one
      of our principals at the time. Pursuant to the Share Exchange Agreement, we
      agreed to issue to Advanced Plant Pharmaceuticals, Inc. 20,000,000 shares of
      our
      common stock which represented 94.21 % of our issued and outstanding common
      stock. In exchange, Advanced Plant Pharmaceuticals, Inc. transferred to us
      7,000,000 shares of the common stock of Mazal Plant Pharmaceuticals, Inc.,
      a
      Delaware corporation (the “Delaware Mazal”), which represented 68.5% of the
      issued and outstanding shares of the Delaware Mazal. For accounting purposes,
      such transaction is characterized as a reverse merger between the Delaware
      Mazal
      and us. Since such change in control, we, through Delaware Mazal, engage in
      the
      development, manufacture, and distribution of plant-based pharmaceutical drugs
      for the treatment of various human illnesses.








On
      November 9, 2005, we changed our State of incorporation from Colorado to Nevada
      by the merger of the Company with and into its wholly owned subsidiary, Mazal
      Plant Pharmaceuticals, Inc., a Nevada corporation. As a result of such merger,
      our name was changed to Mazal Plant Pharmaceuticals, Inc. in order to better
      reflect our business operations.




Principal
      Products and their Markets





The
      Company’s lead drug candidate, MAHDL-01, is a drug designed to improve
      cholesterol levels in individuals with unbalanced cholesterol levels. We are
      also considering developing plant-based drugs for the treatment of diabetes
      and
      Alzheimer's disease. Independent research published in the scientific literature
      has documented a link between low HDL levels and an increased incidence of
      diabetes including that an increase in HDL levels lowers the risk of diabetes.
      Based on such literature, we are planning on conducting clinical studies with
      MAHDL-01 and with other versions of MAHDL-01 that are specifically designed
      to
      help combat diabetes. However, research into the company’s drugs for diabetes is
      in its preclinical phases and further research depends on our capability in
      funding such research.





In
      addition, we intend to develop the capabilities necessary to become a world
      supplier of pharmaceutical-grade medicinal plants for the neutraceutical,
      homeopathic, and plant pharmaceutical markets.





MAHDL-01
      is a drug consisting of various combinations of herbs. In order to understand
      how MAHDL-01 works, it is important to understand that cholesterol levels can
      be
      improved by either directly lowering bloodstream levels of low-density
      lipoprotein, also known as “LDL” or “bad” cholesterol, or by raising bloodstream
      levels of high-density lipoprotein, also known as “HDL” or “good” cholesterol.
      HDL extracts cholesterol particles from the cholesterol deposits attached to
      arterial walls and transports them to the liver, where they are disposed of
      by
      the body. HDL also interferes with the accumulation of LDL cholesterol deposits
      on the arterial walls. The risk of atherosclerosis and heart attacks in both
      men
      and women is strongly related to HDL levels. High HDL levels are associated
      with
      a lower risk. The lowering of levels of triglycerides in the bloodstream also
      has a positive effect on cholesterol levels. It is our hope that our MAHDL-01
      drug balances cholesterol levels by improving the human body’s metabolic
      processes that naturally improve cholesterol levels by both increasing HDL
      cholesterol levels and lowering triglyceride levels in the body.





2


There
      is
      a large potential market for a safe and effective treatment for elevated
      cholesterol levels. Cardiovascular diseases are among the leading causes of
      death worldwide, and high blood cholesterol (Hypercholesterolemia) is one of
      the
      major risk factors for heart disease. Elevated LDL cholesterol in the
      bloodstream collects on the walls of the arteries and causes the flow of blood
      to the heart to be blocked.





Distribution
      Methods of the Products





We
      are
      currently searching for opportunities to enter into a joint venture with a
      major
      pharmaceutical distribution company that already has the resources and
      capabilities required to distribute our products throughout the United States
      and internationally. Specifically, we are looking for a joint venturer who
      will
      provide the following services:




·
            Complete
                the development of MAHDL-01;


·
            Submit
                the required documentation to the Food and Drug Administration and
                secure
                approval for MAHDL-01;


·
            Support
                MAHDL-01 with pre-launch, launch and ongoing marketing and support
                activities commensurate with the sales potential;
                and


·
            Dedicate
                and manage a sales force of sufficient numbers to maximize the
                international market potential for
                MAHDL-01





Such
      joint venturer can be either a branded pharmaceutical company (perhaps one
      with
      a drug whose patent rights are running out shortly) or, alternatively, one
      of
      the major pharmaceutical generic manufacturers looking for its own brand.





Initial
      Studies, IND, Phase I and Phase II clinical trials





Initial
      studies have shown a promising trend on cholesterol levels without major side
      effects therefore we applied for an IND from the FDA to do a Phase I/II clinical
      trial to prove efficacy.





An
      IND
      filed with the FDA with respect to MAHDL-01 is presently effective. The IND
      for
      MAHDL-01 was submitted on April 8, 2005, and approved on June 2, 2005. MAHDL-01
      has been approved by the FDA for Phase I and Phase II clinical trials. The
      FDA
      made some comments and requests for additional information. These comments
      and
      requests do not have major implications for conducting the clinical
      trials.




We
      estimate that the Phase I/II clinical trials will take one year from enrolment
      to analysis of all statistical data. The ingredients that make up MAHDL-01
      are all from the GRAS (generally regarded as safe) list of the FDA. The company
      is inquiring as to the cost of clinical trial insurance for a drug that is
      made
      up wholly of GRAS ingredients.





On
      November 17, 2005, the Company executed a Letter of Intent to enter into a
      possible joint venture with Punzi Medical Center (“PMC”) in connection with the
      performance of the Phase II and Phase III human clinical trials of MAHDL-01.
      Subject to the terms and conditions of the agreement, PMC will (a) fund all
      costs and expenses incurred in connection with the clinical trials, (b) make
      its
      facilities available for the conduct of the clinical trials, and (c) provide
      consulting services to the Company with respect to the conduct of the clinical
      trials and their approval by the FDA. In consideration for the obligations
      of
      PMC, the Company will pay royalties equal to an agreed upon percentage of the
      net revenues generated by any sales of MAHDL-01 to PMC during an agreed upon
      time period following the FDA’s final approval.





On
      July
      31, 2006, we entered into an Interim Letter of Agreement with Dr. Veronica
      Motiran for a Phase I/II, double-blind, placebo and active controlled,
      randomized, parallel-group study to evaluate the safety and efficacy of MAHDL-01
      alone and as an adjunct to statin therapy, versus placebo or statin therapy
      alone, in increasing HDL in subjects with hypoalphalipoproteinemia. The studies
      shall be conducted at the Neuro Psychiatric Center of the Palm Beaches, Boynton
      Beach, FLA. The agreement calls for a minimum number of subjects of ten and
      a
      maximum of four hundred. Dr. Veronica Motiran will receive $2,500 per subject
      who completes the study, where fifty percent (50%) will be paid in cash and
      the
      remaining fifty percent (50%) will be paid in shares of the Company's common
      stock.





Competition





Our
      product is designed to be a whole plant pharmaceutical attractive to the natural
      supplement marketplace. We are engaged in a rapidly changing field characterized
      by rapid technological change, new and improved product introductions, changes
      in regulatory requirements and evolving industry standards.  Other products
      and therapies that will compete directly with the products that we are seeking
      to develop currently exist or are being developed.  We expect competition
      from fully integrated pharmaceutical companies and more established companies
      to
      be intense and to increase.  These companies have significantly greater
      financial resources and expertise in discovery and development, manufacturing,
      preclinical and clinical testing, obtaining regulatory approvals and marketing
      than we do.  Many of our competitors have significant products that have
      been approved or are in development and operate large, well-funded discovery
      and
      development programs.  Academic institutions, governmental agencies and
      other public and private research organizations also conduct research, seek
      patent protection and establish collaborative arrangements for therapeutic
      products and clinical development and marketing. We have none of these
      resources.  In addition, we will face competition based on product efficacy
      and safety, the timing and scope of regulatory approvals, availability of
      supply, marketing and sales capability, reimbursement coverage, pricing and
      barriers from patent positions of larger companies. We do not have any
      experience in these areas at this time and therefore we are at a competitive
      disadvantage.





3


Currently,
      the most widely used drugs that reduce elevated LDL is a group of drugs known
      as
      Statins. Statins include atorvastatin (Lipitor), rosuvastatin (Crestor),
      simvastatin (Zocor), and pravastatin (Pravachol). However, we believe that
      we
      may have a competitive advantage over Statins because Statins have significant
      side effects, including abdominal pain, muscle inflammation and liver
      abnormalities. In addition, although these drugs lower LDL levels significantly,
      they do not appreciably affect HDL or triglyceride levels.





Many
      of
      the Statins are nearing the end of their patent protection and drug companies
      are scrambling to combine their statin drug with another drug in order to extend
      their patent protection. MAHDL can be a strong candidate, as it complements
      Statins by raising HDL levels while the Statins lower the LDL
      levels.





Niacin
      is
      the most widely used drug that is used for the purpose of raising HDL levels.
      However, up to 88% of patients experience flushing or hot flashes as a side
      effect of Niacin, and there are other side effects as well. Fibrates such as
      Lopid are successful in lowering triglycerides.





In
      addition, there are legions of natural dietary supplements sold as
      nutraceuticals that claim to lower cholesterol. These over-the-counter
      supplements range from fish oil (omega-3 fatty acids) to garlic, and from
      circumin (turmeric) and guggul (gum resin) to Chlorella (microalgae), cinnamon,
      calcium citrate, and pantethine (vitamin B-6), amongst others. The clinical
      effects of these dietary supplements are controversial, and for the most part
      are undocumented and unproven.





MAHDL-01
      can be marketed as a whole plant medicine, and attract that part of the
      marketplace interested in natural plant substances.




Once
      MAHDL-01 has successfully passed Phase II clinical trials, we intend to form
      a
      strategic partnership for co-development and co-marketing with a major player
      in
      the market in order to maximize the sales opportunity for MAHDL-01.
      Specifically, we are looking for a partner who will help perform the following
      activities:




·
            Complete
                the development program;


·
            Submit
                the required documentation to FDA and secure approval for the product;


·
            Support
                the product with pre-launch, launch and ongoing marketing and support
                activities commensurate with the sales potential; and


·
            Dedicate
                and manage a sales force of sufficient numbers to maximize the
                international market potential for MAHDL





Sources
      and Availability of Raw Materials; Names of Principal Suppliers





Active
      pharmaceutical ingredients and other materials and supplies that we use in
      our
      operations are generally available and purchased from many different foreign
      and
      domestic suppliers. We will outsource farming to existing producers according
      to
      our specifications. MAHDL-01 is to be manufactured using qualified raw
      material suppliers, outsourced powder facilities and a formulation plant,
      all working in compliance with good manufacturing practices. We have not
      finalized these operations as we are in negotiations with a quality control
      consultant to qualify these facilities.





Additionally,
      we maintain sufficient raw materials inventory and are developing the capability
      to farm many of the plants we use as raw materials. However, there is no
      guarantee that we will always have timely and sufficient access to a critical
      raw material or finished product. A prolonged interruption in the supply of
      a
      single-sourced active ingredient or finished product could cause our financial
      position and results of operations to be materially adversely affected.





4





Intellectual
      Property





We
      have
      secured a U.S. patent for a version of MAHDL-01 known as Drug Formulation 1.
      Such patent will expire in 2013. In March 2005, we filed a U.S. patent
      application for another version of MAHDL-01, and such application is still
      pending. There can be no assurance that the pending patent application will
      result in issued patents, that patents, trademarks or trade names issued to
      us
      will not be challenged or circumvented by competitors, or that such patents,
      trademarks or trade names will be found to be valid or sufficiently broad to
      protect our proprietary technology or to provide us with a competitive
      advantage.





Governmental
      Regulation





Our
      product is subject to extensive governmental regulation, including the Federal
      Food, Drug, and Cosmetic Act, as amended, the Public Health Service Act, also
      as
      amended, as well as other federal, state, and local statutes and regulations.
      These laws, and similar laws outside the U.S., govern the clinical and
      non-clinical testing, manufacture, safety, effectiveness, approval, labeling,
      distribution, sale, import, export, storage, record keeping, reporting,
      advertising and promotion of our products, if approved. Violations of regulatory
      requirements at any stage may result in various adverse consequences, including
      regulatory delay in approving or refusal to approve a product, enforcement
      actions, including withdrawal of approval, labeling restrictions, seizure of
      products, fines, injunctions and/or civil or criminal penalties. Any product
      that we develop must receive all relevant regulatory approvals or clearances
      before it may be marketed.





The
      regulatory process, which includes extensive pre-clinical testing and clinical
      trials of each clinical candidate to study its safety and efficacy, is
      uncertain, takes many years and requires the expenditure of substantial
      resources. We cannot assure you that the clinical trials of our product
      candidates under development will demonstrate the safety and efficacy of those
      product candidates to the extent necessary to obtain regulatory
      approval.





***Food
      and Drug Administration***





Our
      product is subject to regulation by the Food and Drug Administration (the “FDA”)
      and other authorities. The activities required by the FDA before a product
      such
      as MAHDL-01 may be marketed in the United States are generally performed in
      the
      following sequential steps:





1.  Pre-clinical
      testing. This
      includes laboratory testing of our products in animals to determine safety,
      efficacy and potential toxicity. Pre-clinical studies must be conducted by
      laboratories that comply with FDA regulations regarding good laboratory
      practice.





2.  Submission
      to the FDA of an IND. The
      results of pre-clinical studies, together with manufacturing information,
      analytical data and proposed clinical trial protocols, are submitted to the
      FDA
      as part of an IND, which must become effective before the clinical trials can
      begin. Once the IND is filed, the FDA has 30 days to review it. The IND will
      automatically become effective 30 days after the FDA receives it, unless
      the FDA indicates prior to the end of the 30-day period that the proposed
      protocol raises concerns that must be resolved to the FDA’s satisfaction before
      the trials may proceed. If the FDA raises concerns, we may be unable to resolve
      the proposed protocol to the FDA’s approval in a timely fashion, if at
      all.





3.  Completion
      of clinical trials .
      Human
      clinical trials are necessary to obtain approval for a new drug or biological
      product and typically involve a three-phase process. In Phase I, small clinical
      trials are generally conducted to determine the safety of the product. In Phase
      II, clinical trials are generally conducted to assess safety, acceptable dose,
      and gain preliminary evidence of the efficacy of the product. In Phase III,
      clinical trials are generally conducted to provide sufficient data for the
      statistically valid proof of safety and efficacy. Clinical trials must be
      conducted according to good clinical practices under protocols that detail
      the
      trial’s objectives, inclusion and exclusion criteria, the parameters to be used
      to monitor safety and the efficacy criteria to be evaluated, and informed
      consent must be obtained from all study subjects. Each protocol must be
      submitted to the FDA as part of the IND. The FDA may impose a clinical hold
      on
      an ongoing clinical trial if, for example, safety concerns arise, in which
      case
      the study cannot recommence without FDA authorization under terms sanctioned
      by
      the agency. In addition, before a clinical trial can be initiated, each clinical
      site or hospital administering the product must have the protocol reviewed
      and
      approved by an independent institutional review board (“IRB”). The independent
      IRB will consider, among other things, ethical factors and the safety of human
      subjects. The independent IRB may require changes in a protocol, which may
      delay
      initiation or completion of a study. Phase I, Phase II or
      Phase III clinical trials may not be completed successfully within any
      specific period of time, if at all, with respect to any of our potential
      products. Furthermore, we, the FDA or an independent IRB may suspend a clinical
      trial at any time for various reasons, including a finding that the healthy
      individuals or the patients are being exposed to an unacceptable health
      risk.





5


4.  Submission
      to the FDA of a New Drug Application (“NDA”). After
      completion of clinical studies for a biological product, a New Drug Application
      (“NDA”) is submitted to the FDA for product marketing approval. No action can be
      taken to market any new drug or biologic product in the United States until
      the
      FDA has approved an appropriate marketing application.





5.  FDA
      review and approval of the NDA before the product is commercially sold or
      shipped. The
      results of pre-clinical studies and clinical trials and manufacturing
      information are submitted to the FDA in the form of an NDA for approval of
      the
      manufacture, marketing and commercial shipment of the product. The FDA may
      take
      a number of actions after the NDA is filed, including but not limited to,
      denying the NDA if applicable regulatory criteria are not satisfied, requiring
      additional clinical testing or information; or requiring post-market
      testing and surveillance to monitor the safety or efficacy of the product.
      Adverse events that are reported after marketing approval can result in
      additional limitations being placed on the product’s use and, potentially,
      withdrawal of the product from the market. Any adverse event, either before
      or
      after marketing approval, can result in product liability claims against us.




***Medicaid
      and Medicare***




Medicaid,
      Medicare and other reimbursement legislation or programs govern reimbursement
      levels and require all pharmaceutical manufacturers to rebate a percentage
      of
      their revenues arising from Medicaid-reimbursed drug sales to individual states.




***Environment***




We
      believe that our operations comply in all material respects with applicable
      laws
      and regulations concerning the environment. While it is impossible to predict
      accurately the future costs associated with environmental compliance and
      potential remediation activities, compliance with environmental laws is not
      expected to require significant capital expenditures and has not had, and is
      not
      expected to have, a material adverse effect on our earnings or competitive
      position.




***Product
      Liability***




The
      sale
      of pharmaceutical products can expose the manufacturer of such products to
      product liability claims by consumers. A product liability claim, if successful
      and in excess of our insurance coverage, if any, could have a material adverse
      effect on our financial condition.





***Employees***





We
      have
      four part-time employees in administration and two part-time employees in
      operations





**RISK
      FACTORS**





**Going
      Concern**





**Our
      independent registered public accountants have expressed substantial doubt
      about
      our ability to continue as a going concern and if we fail to produce revenues
      we
      may fail in our business, cease operations, and you may lose your entire
      investment.**





Our
      independent registered public accountants **** have
      audited our financial data and information and rendered a statement that they
      have substantial doubt about our ability to continue as a going concern for
      the
      following reasons:




·
            we
                have limited financial resources and we have an accumulated deficit
                of
                $4,365,110 since inception until December 31, 2005;


·
            we
                have negative working capital of $135,267 as of December 31,2005;


·
            we
                have a stockholders‘ deficit of $78,300 as of December 31, 2005; and


·
            our
                ability to obtain capital and operate successfully is
                uncertain.





6





**Risks
      Related to Our Business**





**Since
      we are at an early stage of development, we have not completed the development
      of any product and we have not begun to market or generate revenues. We do
      not
      anticipate generating any revenue in the foreseeable future. If we are
      unsuccessful in completing the developing and marketing of our products, our
      securities will be worthless.**





We
      are at
      an early stage of development.  Our operations to date have consisted
      primarily of developing and testing our MAHDL-01 product.  MAHDL-01 will
      require significant additional clinical testing and investment prior to
      commercialization.  A commitment of substantial resources by us and/or
      future collaborative partners to conduct time-consuming research and clinical
      trials will be required if we are to complete the development of MAHDL-01.
       We do not know if we will be able to complete these tasks. We do not
      expect MAHDL-01 to be commercially available for several years. Accordingly,
      we
      do not know if and when we will generate revenues from MAHDL-01. Because of
      these uncertainties, we might never generate enough revenue to allow
      shareholders to recoup and profit from their investment.





**Since
      we have a history of operating losses and expect expenses and losses to increase
      in the near term, we do not know if we will ever become profitable or that
      our
      investors will ever recoup or profit from their investment in our
      shares.**





From
      the
      date of incorporation to December 31, 2005, our accumulated deficit is $
      4,365,110. Since inception we have earned no revenues from the sale of any
      of
      our product candidates.  We expect expenses and losses to increase in the
      near term as we fund research and development and general and administrative
      expenses.  We expect to continue to incur substantial operating losses
      unless and until product sales and royalty payments generate sufficient revenues
      to fund continuing operations. As a result, investors might never recoup their
      investment or profit from their investment in our shares.





**Since
      our success is dependent on the commencement and completion of clinical trials,
      regulatory approval and introduction of our products into the market, and since
      we have completed none of the tasks at this time, we do not know if we will
      be
      able to complete them.**





The
      actual timing of these events can vary dramatically due to factors such as
      delays or failures in our clinical trials, the uncertainties inherent in the
      regulatory approval process, and the inability to establish on favorable terms
      the collaborative partnerships that we plan to use for the completion of our
      clinical trials and the marketing and manufacturing of our product candidates.
       We might not be able to complete the clinical trials involving MAHDL-01,
      to make the necessary regulatory submissions, or to gain regulatory approvals
      necessary for marketing our products. Our failure to achieve these objectives
      will mean that investors will not be able to recoup their investment or to
      receive a profit on their investment.





**We
      will continue to require substantial additional funds for further research
      and
      development, planned clinical trials and regulatory approvals.  We might
      not be able to obtain additional funding on acceptable terms, if at all. Without
      additional funding, we will fail.**





We
      will
      require substantial additional funds for further research and development,
      the
      conduct of our Phase I/II clinical trials for MAHDL-01 and regulatory approvals.
       Our planned cash requirements may vary materially in response to a number
      of factors, including research and development on our products, the progress
      of
      our Phase II/III clinical trials and the results of those trials, changes in
      any
      aspect of the regulatory process, and delays in obtaining regulatory approvals.
      We may seek further funding through public or private equity or debt financings,
      collaborative arrangements with pharmaceutical companies or from other sources.
       Further equity financings may substantially dilute shareholders’
investment in our shares. If we cannot obtain the required additional funding,
      then investors will not be able to recoup their investment or to profit from
      their investment.





**Since
      we rely substantially on our ability to patent our intellectual property or
      maintain our proprietary information as trade secrets in developing our
      products, our success will depend on our ability to obtain patents, maintain
      trade secret protection and operate without infringing on the proprietary rights
      of third parties or preventing third parties from circumventing our rights.
      As
      described below, there is considerable uncertainty about our intellectual
      property rights. If we are unsuccessful in establishing the validity of our
      intellectual property rights, we will likely fail as a company and our
      securities will be worthless.**





7


We
      have
      secured a U.S. patent in a version of MAHDL-01 known as Drug Formulation 1.
      Such
      patent will expire in 2013. In March 2005, we filed a U.S. patent application
      for another version of MAHDL-01, and such application is still pending. We
      also
      plan to file foreign patent applications. These steps we have taken and will
      continue to take to protect our intellectual property may not prevent the
      misappropriation of our proprietary information and technologies.  The
      patent positions of biotechnology and pharmaceutical companies can be highly
      uncertain and involve complex legal and factual questions.  We are
      uncertain whether:





·
            any
                of our patent applications will result in the issuance of
                patents;


·
            we
                will develop additional proprietary products that are
                patentable;


·
            the
                patent already issued to us will provide us with any competitive
                advantages;


·
            we
                will be challenged by third parties on the validity of our
                patents;


·
            the
                patents of others will impede our ability to do
                business;


·
            third
                parties will be able to circumvent our
                patents;


·
            third
                parties will independently develop similar products that will not
                infringe
                our products;


·
            third
                parties will duplicate any of our products not covered by a patent;
                or


·
            third
                parties will design around our patents.





Since
      patent applications in the United States are maintained in secrecy until the
      patent is issued or foreign counterparts, if any, published and, since
      publication of discoveries in the scientific or patent literature often lag
      behind actual discoveries, we do not know if there are currently pending
      applications that would result in issued patents that would interfere with
      MAHDL-01. Moreover, we might have to participate in interference proceedings
      declared by the U.S. Patent and Trademark Office to determine priority of
      invention, which could result in substantial cost to us, even if the eventual
      outcome is favorable to us.





Much
      of
      our know-how and technology might not be patentable.  To protect our
      rights, we require employees, consultants, advisors and collaborators to enter
      into confidentiality agreements.  However, these agreements might not
      provide meaningful protection for trade secrets, know-how or other proprietary
      information in the event of any unauthorized use or disclosure.





**We
      intend to enter into various arrangements with corporate and academic
      collaborators, licensors, licensees and others for the research, development,
      clinical testing, manufacturing, marketing and commercialization of MAHDL-01.
      We
      will not have control over how they perform their contractual obligations.
      Accordingly, we will suffer if they do not fulfill their contractual
      obligations.**





We
      intend
      to enter into agreements to develop and commercialize MAHDL-01. We might not
      be
      able to establish collaborations on favorable terms, if at all, or that future
      collaborative arrangements will be successful.  In addition, third party
      arrangements may require us to grant certain rights to third parties, including
      exclusive marketing rights to one or more products, or may have other terms
      that
      are burdensome to us.





These
      arrangements may place responsibility on these future collaborative partners
      for
      Phase III clinical trials, human clinical trials, the preparation and submission
      of applications for regulatory approval, or for marketing, sales and
      distribution support for product commercialization.  These third parties
      might not fulfill their obligations in a manner which maximizes our revenues.
       These arrangements may also require us to transfer certain material rights
      or issue equity securities to corporate investors, licensees and others.
 If we license or sublicense our commercial rights to others we might
      realize reduced product revenue compared to our direct commercial exploitation.
       Moreover, we might not derive any revenue or profit from these
      arrangements.





In
      addition, we have no direct experience in marketing, sales or distribution,
      and
      we do not intend to develop a sales and marketing infrastructure to
      commercialize pharmaceutical products.  If we develop products eligible for
      commercial sales, we intend to rely on third parties such as licensees,
      collaborators, joint venture partners or independent distributors to market
      and
      sell these products.  We might not be able to obtain access to a marketing
      and sales force with sufficient technical expertise and distribution capability.
       We also will not be able to control the resources and effort that a third
      party will devote to marketing our product candidates.  If we are unable to
      develop and maintain relationships with third parties with the necessary
      marketing and sales force, we may fail to gain market acceptance of our product
      candidates, and our revenues could be impaired.





8


**We
      depend upon our key personnel and they would be difficult to
      replace.**





We
      believe that our success will depend on the continued employment of our senior
      management team and key sales and technical personnel. If one or more members
      of
      our senior management team were unable or unwilling to continue in their present
      positions, our business would suffer.




**Risks
      Related to Our Industry**




**Because
      the manufacture and marketing of human pharmaceutical products requires the
      approval of the Food and Drug Administration in the United States and similar
      agencies in other countries, and since we do not yet have such approval,
      shareholders are at risk that we will be unable to successfully develop and
      market our products.  We have not yet established that our products will be
      safe and effective through clinical trials.**





The
      manufacture and marketing of human pharmaceutical products in the United States
      and other countries require the approval from the United States Food and Drug
      Administration and other similar foreign regulatory agencies.  The process
      that our pharmaceutical product candidates must undergo to obtain these
      approvals includes preclinical testing and clinical trials to demonstrate safety
      and efficacy.  For example, we are about to commence Phase I/II clinical
      trials for MAHDL-01. Such process is expensive and time consuming.
 Investors are at risk that we will be unable to successfully develop
      future products, prove safety and effectiveness in clinical trials, or receive
      applicable regulatory approvals.





**Regulatory
      authorities have the power to withdraw a previously approved product from the
      market upon a change in regulations or upon receipt of newly discovered
      information and/or require additional, and potentially expensive, additional
      testing.  Since we have no history with our products, we might face such
      newly discovered information that comes to light after initial approval of
      our
      products.**





Unanticipated
      changes in existing regulations or the adoption of new regulations could
      adversely affect the development, manufacture and marketing of our products.
       Since we have no operating history, ongoing government regulation could
      cause unexpected delays and adversely impact our business in areas where our
      inexperience might lead to failure in complying with applicable requirements.
       Such failure to comply might also result in criminal prosecution, civil
      penalties, recall or seizure of products, or partial or total suspension of
      production.  Any of these penalties could delay or prevent the promotion,
      marketing or sale of our products. Furthermore, the laws, regulations, policies
      or current administrative practices of any governmental body, organization
      or
      regulatory agency in the United States or any other jurisdiction, might be
      changed, or applied or interpreted in a manner which will fundamentally alter
      the ability of us or our collaborative partners to develop, operate, export
      or
      market the products or services which we may provide. We do not have lobbying
      or
      other resources to affect the course of such changes. If such future changes
      have an adverse impact on our products or their manufacture and marketing,
      the
      likelihood of our success could be damaged.





**If
      our competitors succeed in developing competing products earlier than we do,
      in
      obtaining regulatory approvals for such products more rapidly than we do, or
      in
      developing products that are more effective or less expensive than the products
      we develop, we will have difficulty competing with them.**





Since
      our
      competitors keep this type of information confidential, we do not know where
      they stand in developing competing products. As a result, we might be using
      our
      resources to develop products that will face such competition from our
      competitors and our products might not be successful in the marketplace. Our
      future success depends on our ability to timely identify new market trends
      and
      develop, introduce and support new and enhanced products on a successful and
      timely basis.  We might not be successful in developing or introducing to
      the market our products.  If we fail to develop and deploy new products on
      a successful and timely basis, we will be non-competitive and unable to recoup
      the research and development and other expenses we incur to develop and test
      new
      product candidates.





**Even
      if MAHDL-01 or another of our products is approved for sale by the regulatory
      authorities, we have not yet demonstrated any market acceptance and the product
      might not gain market acceptance among physicians, patients, healthcare payers
      and the medical community** .





The
      degree of market acceptance will depend on a number of factors,
      including:





·
            demonstration
                of the clinical efficacy and safety of each
                product;




9




·
            cost-effectiveness;


·
            potential
                advantage over alternative treatment
                methods;


·
            the
                effectiveness of marketing and distribution support for each product;
                and


·
            reimbursement
                policies of government and third party
                payers.





If
      our
      product candidates do not achieve significant market acceptance, our business
      and financial condition will be materially adversely affected.





**Our
      success may depend in part on the extent to which reimbursement for the cost
      of
      our products will be available from government health administration
      authorities, private health coverage insurers and other organizations, since
      potential customers might not use our products if such reimbursement is not
      available.**





At
      the
      present time, we have not established that such governmental authorities or
      non-governmental providers will reimburse physicians and patients for the use
      of
      our products. Recently, the prices of medical products and services have
      increasingly been examined and challenged by third parties and consumers of
      such
      products and services.  We anticipate that new federal or state legislation
      will be proposed to attempt to provide broader and better health care and to
      manage and contain costs.  Since we have not yet established reimbursement
      coverage, we face significant uncertainty as to the reimbursement status of
      newly approved health-care products and whether third party reimbursement will
      be available at price levels sufficient for us to realize our desired
      returns.





**Since
      we will be administering our products in human clinical trials and thereafter
      to
      patients, we will be subject to potential product liability risks which are
      inherent in the testing, manufacturing, marketing and sale of therapeutic
      products.**





Our
      clinical studies will include trials on humans.  For example, the Phase
      I/II trials create a risk of liability for serious side effects to participants
      resulting from an adverse reaction to the products being tested or resulting
      from negligence or misconduct and the associated adverse publicity.  We
      manage our liability risks by trying to follow proper protocols and through
      product liability insurance. We intend to purchase liability insurance for
      clinical trials at the time we begin such trials. Such insurance is expensive
      and difficult to obtain. In the future, insurance coverage might not be
      available to us on acceptable terms, if at all.  If we are unable to obtain
      sufficient insurance coverage on reasonable terms or to otherwise protect
      against potential product liability claims we might not be able to commercialize
      our products.  If we face a future product liability claim or a product
      withdrawal, we will suffer a material adverse effect on our financial
      condition.





Item
      2.
      Properties.





From
      January 2005 through December 2005, we leased office space of approximately
      2,500 square feet located at 43 West 33rd Street, New York, NY 10001 at a
      monthly rate of $750 pursuant to a month to month sublease from Advanced Plant
      Pharmaceuticals, Inc., our majority shareholder. In January 2006, we assumed
      payments, from Advanced Plant Pharmaceuticals, Inc., on its corporate office
      space in New York. The monthly lease payment is in the aggregate amount of
      $2,181. In addition, we pay 35% of the space's electricity cost. In January
      2006, we began subleasing to Amazon Biotech, Inc. for a payment of $750 per
      month. As of March 31, 2006 Amazon Biotech owes us $2,250. We also lease office
      space of approximately 1,000 feet at Beit Offer Building, 5 Nahum Hefzadi
      Street, Jerusalem, Israel on a month to month basis having a monthly rate of
      $2,265 (not including municipal taxes). Prior to June 6, 2005, we used office
      space in the home of our then President. We may need to expand our offices
      in
      Jerusalem if we choose to establish our own laboratory.





Net
      rent
      expense for the three months ended March 31, 2006 and 2005, the year ended
      December 31, 2005 and for the period May 18, 2004 (Inception) to March 31,
      2006
      amounted to $16,459, $2,250, $30,500 and $46,959, respectively. There was no
      rent expense for the period May 18, 2004 (inception) to December 31, 2004.




Item
      3.
      Legal Proceedings.





To
      date,
      the Company is not involved in any pending litigation, nor is the Company aware
      of any pending or contemplated proceedings against it. The Company knows of
      no
      legal proceedings pending or threatened, or judgments entered against any of
      its
      directors or officers in their capacity as such.





10


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





On
      October 31, 2005, our stockholders held a special meeting in order (i) to change
      the name of the Company, (ii) the state of our incorporation from Colorado
      to
      Nevada, (iii) increase our authorized common stock from 20,000,000 shares to
      100,000,000 shares and to authorize a class of 1,000,000 shares of preferred
      stock.





11,390,000
      voted in favor of each of the above mentioned resolutions and there were no
      votes withheld, or voted against the resolutions at the meeting.





PART
      II





Item
      5.
      Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer
      Purchases of Equity Securities.





The
      Common Stock is currently quoted on the Pink Sheets under the symbol “MZPP.PK”.
      The following table shows the high and low prices of our common stock since
      January 1, 2005, as reported by the National Daily Quotation Service and
      the Pink Sheets





January
                1, 2005 to December 31, 2005
            
            High
                Bid
            
            Low
                BidFirst
                quarter
            
            
            NA
            
            
            NASecond
                quarter
            
            
            NA
            
            
            NAThird
                quarter
            
            
            NA
            
            
            NAFourth
                quarter
            
            
            $1.25
            
            
            $0.50





**Our
      Transfer Agent**





We
      have
      appointed Manhattan Stock Transfer, with offices at P.O. Box 756, Miller Place,
      NY 11764, phone number, (631) 928-7655, facsimile: (631) 928-6171 as transfer
      agent for our common shares. The transfer agent is responsible for all
      record-keeping and administrative functions in connection with our common
      shares.





Holders.





On
      July
      20, 2006, there were approximately 98 holders of record of the Company's common
      stock.





Dividends.





The
      Company has not declared or paid any cash dividends on its common stock nor
      does
      it anticipate paying any in the foreseeable future. Furthermore, the Company
      expects to retain any future earnings to finance its operations and expansion.
      The payment of cash dividends in the future will be at the discretion of its
      Board of Directors and will depend upon its earnings levels, capital
      requirements, any restrictive loan covenants and other factors the Board considers
      relevant.





Warrants
      or Options.





As
      of
      August 22, 2006, there were 1,000,000 common stock options outstanding with
      a
      weighted average remaining life of 2.17 years and a weighted average price
      of
      $0.50.  On
      October 31, 2005, as part of a private placement transactions, we granted to
      Mr.
      Luc Verelst, one of our current investors, a warrant to purchase 1,000,000
      shares of our common stock at $0.50 per share. This warrant is exercisable
      by
      Mr. Verelst until October 30, 2008. Mr. Verelst’s warrant may be exercised for
      cash and we may receive up to $500,000 in gross proceeds from the exercise
      of
      this warrant. Except for this warrant and certain commitments to issue
      additional shares of our common stock upon the achievement of certain milestones
      pursuant to the employment agreements of Chaim J. Lieberman, Dr. Kanovsky and
      Simcha Edell, there are no other options, warrants or rights to purchase any
      of
      our securities.





Equity
      Compensation Plans.





Securities
      Authorized for Issuance Under Equity Compensation Plans.




11


The
      following provides information concerning compensation plans under which our
      equity securities are authorized for issuance as of July 20, 2006:








**Equity
      Compensation Plan Information**





(a)
            (b)
            (c)**Plan
                Category**
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted-average
                exercise
              price
                of outstanding
              options,
                warrants
              and
                rights
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a)Equity
                compensation
              plans
                approved
              by
                security holders
            --
            --Equity
                compensation
              Plans
                not approved by security holders (1), (2), (3), (4) and
                (5).
            --
            --
            2,500,000
                (1)
              100,000
                (2)
              500,000
                (3)
              100,000
                (4)
              150,000
                (5)**Total**
            
            
            2,500,000
                (1)
              100,000
                (2)
              500,000
                (3)
              100,000
                (4)
              150,000
                (5)










(1)
      Mazal
      Plant Phamaceuticals, Inc. Amended 2005 Stock Compensation Plan.
      The
      purpose of our 2005 Stock Compensation Plan is to advance the best interests
      of
      the company by providing those persons who have a substantial responsibility
      for
      our management and growth with additional incentive and by increasing their
      proprietary interest in the success of the company, thereby encouraging them
      to
      maintain their relationships with us. Further, the availability and offering
      of
      stock options and common stock under the plan supports and increases our ability
      to attract and retain individuals of exceptional talent upon whom, in large
      measure, the sustained progress, growth and profitability which we depend.
      The
      total number of shares available for the grant of either stock options or
      compensation stock under the plan was 3,500,000 shares and up to July 20, 2006,
      1,000,000 of these shares have been issued.





Our
      Board
      of Directors administers our plan and has full power to grant stock options
      and
      common stock, construe and interpret the plan, establish rules and regulations
      and perform all other acts, including the delegation of administrative
      responsibilities, it believes reasonable an proper. Our Board of Directors,
      in
      its absolute discretion, may award common stock to employees of, consultants
      to,
      and directors of the company, and such other persons as the board of directors
      may select. Our Board of Directors may at any time, and from time to time,
      suspend or terminate the plan in whole or in part or amend it from time to
      time
      in such respects as our Board of Directors may deem appropriate and in our
      best
      interest.





(2)
      Dr.
      Mechael Kanovsky is entitled to receive 100,000 shares of our common stock
      upon
      our receipt of each IND and for each patent received by our
      subsidiary.





(3)
      Chaim
      J. Lieberman is entitled to receive 500,000 shares of our common stock upon
      our
      receipt of each IND.





(4)
      Chaim
      J. Lieberman is entitled to receive 100,000 shares of our common stock for
      each
      patent received by our subsidiary.





(5)
      Mr.
      Simcha Edell is entitled to receive 75,000 shares of our common stock upon
      our
      receipt of one million dollars in funding, and another 75,000 shares of our
      common stock at the end of twelve months of employment with us, as compensation
      for his services rendered to our subsidiary.





Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities.





On
      September 26, 2005, we issued to Imperial Consulting Network 200,000 shares
      of
      our common stock for services rendered by it in connection with the preparation
      and publication of an article relating to us. The shares were issued under
      Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
      promulgated by the Securities and Exchange Commission.





12


On
      September 26, 2005, we issued to Golden Key 200,000 shares of our common stock
      for services rendered by it in connection with the preparation and publication
      of an article relating to us. The shares were issued under Section 4(2) of
      the
      Securities Act of 1933, as amended, and/or Regulation D promulgated by the
      Securities and Exchange Commission.





On
      September 26, 2005, we authorized the issuance of and on January 25, 2006 we
      issued 50,000 shares of our common stock to Dr. Robert Segal for advisory
      services rendered to us. The shares were issued under Section 4(2) of the
      Securities Act of 1933, as amended, and/or Regulation D promulgated by the
      Securities and Exchange Commission.





On
      October 31, 2005, we issued to Mr. Luc Verelest 1,200,000 shares of our common
      stock and warrants to purchase 1,000,000 shares of our common stock at an
      exercise price of $0.50 in consideration for $300,000. The shares were issued
      under Regulation S promulgated by the Securities and Exchange
      Commission.




On
      November 15, 2005, we issued to Yosef Tzairi 800,000 shares of our common stock
      for services provided to us. The shares were issued under Section 4(2) of the
      Securities Act of 1933, as amended, and/or Regulation D promulgated by the
      Securities and Exchange Commission.





On
      December 7, 2005, we authorized the issuance of and on January 5, 2006 we issued
      to each of James B. Wiegand and Max Gould 500,000 shares which were issued
      as
      consideration for their consulting services provided to us during the merger.
      We
      granted to Mr. Wiegand and Mr. Gould piggy-back registration rights with respect
      to 50,000 of each of their shares. The shares were issued under Section 4(2)
      of
      the Securities Act of 1933, as amended, and/or Regulation D promulgated by
      the
      Securities and Exchange Commission.





On
      December 13, 2005 we authorized the issuance of and on January 21, 2006, we
      issued to Mr. Malcolm Jennings 200,000 shares of our common stock in
      consideration for $50,000. The shares were issued under Regulation S promulgated
      by the Securities and Exchange Commission.





On
      December 15, 2005 we authorized the issuance of 149,500 shares of our common
      stock to Mr. Malcolm Jennings due to late registration of our common stock.
      The
      shares were issued under Regulation S promulgated by the Securities and Exchange
      Commission.





On
      December 19, 2005, we issued to Simcha Edell 75,000 shares of our common stock
      for services provided to us. The shares were issued under Section 4(2) of the
      Securities Act of 1933, as amended, and/or Regulation D promulgated by the
      Securities and Exchange Commission.





On
      December 19, 2005, we issued to Malcolm Jennings 500,000 shares of our common
      stock as a penalty for a late registration filing. The shares were issued under
      Regulation S promulgated by the Securities and Exchange Commission.





Purchases
      of equity securities by the issuer and affiliated purchasers.





None.




Item
      6.
      Management's Discussion and Analysis or Plan of Operation.





Plan
      of
      Operation.





We
      plan
      to commence with Phase I/II studies when we raise the full amount of funds
      needed to do the study. The trial itself should take about a year to complete
      with enrolment taking about 3 months, the trial itself taking 6 months, and
      analysis of the data and generation of a report an additional 3 months. The
      funding sources for the trial will be partially from investors.





13


On
      November 17, 2005, the Company executed a Letter of Intent to enter into a
      possible joint venture with Punzi Medical Center (“PMC”) in connection with the
      performance of the Phase II and Phase III human clinical trials of MAHDL-01.
      Subject to the terms and conditions of the agreement, PMC will (a) fund all
      costs and expenses incurred in connection with the clinical trials, (b) make
      its
      facilities available for the conduct of the clinical trials, and (c) provide
      consulting services to the Company with respect to the conduct of the clinical
      trials and their approval by the FDA. In consideration for the obligations
      of
      PMC, the Company will pay royalties equal to an agreed upon percentage of the
      net revenues generated by any sales of MAHDL-01 to PMC during an agreed upon
      time period following the FDA’s final approval.





From
      May
      18, 2004 (inception), through December 31, 2005, we had no operating revenues.
      Going forward, we intend to engage in the development and sale of plant-based
      pharmaceutical drugs through the Delaware Mazal.





Off
      Balance Sheet Arrangements.





None.





Item
      7.
      Financial Statements.





The
      financial statements are set forth immediately following the signature
      page.





Item
      8.
      Changes In and Disagreements with Accountants on Accounting and Financial
      Disclosure.





None.





Item
      8A.
      Controls and Procedures.





Based
      on
      an evaluation under the supervision and with the participation of the Company's
      management as of a date within the end of the period covered by this Annual
      Report on Form 10-KSB, the Company's chief executive officer and chief financial
      officer has concluded that the Company's disclosure controls and procedures
      (as
      defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
      of
      1934, as amended (Exchange Act) are effective to ensure that information
      required to be disclosed by the Company in reports that it files or submits
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in Securities and Exchange Commission rules and
      forms.





There
      were no significant changes in the Company's internal controls or in other
      factors that could significantly affect these controls subsequent to the date
      of
      their evaluation. There were no significant deficiencies or material weaknesses, and
      therefore there were no corrective actions taken. However, the design of any
      system of controls is based in part upon certain assumptions about the
      likelihood of future events and there is no certainty that any design will succeed
      in achieving its stated goal under all potential future considerations,
      regardless of how remote.





Item
      8B.
      Other Information.





None





Item
      9.
      Directors, Executive Officers, Promoters and Control Persons; Compliance with
      Section 16(a) of the Exchange Act.





Directors
      and Officers.








Our
      directors, executive officers and other significant employees, their ages,
      positions held and duration each person has held that position, are as
      follows:




**Name**
            **Position**
            **Age**Dr.
                Mechael Kanovsky
            Chief
                Executive Officer and Director
            43Sam
                Berkowitz
            Secretary
            50Simcha
                Edell
            Chief
                Financial Officer
            51Chaim
                J. Lieberman
            Significant
                Employee
            45David
                Lieberman
            Significant
                Employee
            43





14


**Business
      Experience**





The
      following is a brief account of the education and business experience of each
      director, executive officer and key employee during at least the past five
      years, indicating each person’s principal occupation during the period, and the
      name and principal business of the organization by which he was
      employed.




**Dr.
      Mechael Kanovsky** has
      served as our Chief Executive Officer and Director since June 6, 2005. Since
      December 2004, he also has served as the part
      time President and director of Amazon Biotech, Inc. a development
      stage company that develops and markets pharmaceuticals for the HIV/ AIDS
      market. He
      obtained his Ph.D. in Molecular Biology from Mount Sinai School of Medicine,
      New
      York. Dr. Kanovsky worked as a research scientist with the Department of
      Pathology at the Brooklyn VA Hospital and at State University of New York from
      1999 until August 2002. Dr. Kanovsky worked as a senior cancer researcher in
      the
      biotech industry for Gene Vectors Technologies, Israel from January 2003 until
      November 2003. From January 2004 until November 2004, Dr. Kanovsky was a
      consultant for Marantech Corp., a company in the business of researching,
      developing and exploiting technological applications for various
      electron-jumping compounds. He assisted Marantech in developing a cancer
      screening test.





**Mr.
      Sam Berkowitz** has been
      working as Secretary at Mazal from December 2004 to present. Since 1996, Mr.
      Berkowitz has been the general and operating manager of Advanced Plant
      Pharmaceuticals, Inc., a Delaware corporation which developed and sells
      nutritional supplements. Mr. Berkowitz obtained his Bachelor of Arts Degree
      from
      Yeshiva University, New York.





**Mr.
      Simcha Edell** has been
      at Mazal from July 2005, and presently functions as CFO. H e
      is also
      serves as the part time CFO of Amazon Biotech, Inc. a development
      stage company that develops and markets pharmaceuticals for the HIV/ AIDS
      market .
      From
      July 2003 until March 2005 he was CEO of Advanced Combat Systems Ltd., an
      Israeli company developing homeland security products. He was head of finance
      and business development in SightLine Technologies Inc., an Israeli firm
      developing medical devices, from January 2001 to April 2003 Inc. He obtained
      his
      B.Comm from the University of Toronto, and his MBA from York
      University.





**Mr.
      Chaim J. Lieberman** has been
      an employee at Mazal from December 2004 to present and
      h e
      is also
      the part time employee of Amazon Biotech, Inc. a development
      stage company that develops and markets pharmaceuticals for the HIV/ AIDS
      market .
      For the
      previous five years Mr. Lieberman served as has been a consultant to Advanced
      Plant Pharmaceuticals, Inc., a Delaware corporation which developed and sells
      nutritional supplements.





**Mr.
      David Lieberman** has been
      an employee at Mazal from December 2004 to present. For the previous five years
      Mr. Lieberman was the president of Advanced Plant Pharmaceuticals, Inc., a
      Delaware corporation which developed and sells nutritional
      supplements.




Until
      the
      change in control of Mazal on June 6, 2005, our sole director and officer was
      James B. Wiegand. Mr. Wiegand resigned as a result of our change in control,
      not
      because of any disagreement with us.





Each
      director and executive officer holds office until the next annual meeting of
      shareholders or until his successor has been duly elected and qualified. There
      are no family relationships among the persons described below.





Audit
      Committee Financial Expert.





The
      Board
      of Directors has not established an audit committee and does not have an audit
      committee financial expert. The Board is seeking additional Board members whom
      it hopes will qualify as such an expert.





Section
      16(a) Beneficial Ownership Reporting Compliance.





Section
      16(a) of the Securities Exchange Act of 1934 requires officers and Directors
      of
      the Company and persons who own more than ten percent of a registered class
      of
      the Company's equity securities to file reports of ownership and
      changes in their ownership with the Securities and Exchange Commission, and
      forward copies of such filings to the Company. During the most recent fiscal
      year, none of the directors, officers, or beneficial owners of more than ten percent
      of the equity securities of the Company has filed such forms on a timely
      basis.





15


Code
      of
      Ethics.





The
      Company has not yet adopted a Code of Ethics. The Company recently underwent
      a
      change in control on June 6, 2005, when Advanced Plant Pharmaceuticals, Inc.
      acquired a majority of the Company's common stock. Subsequent to such change
      in
      control, the Company's previous sole director and officer resigned and was
      replaced by Mechael Kanovsky, as the Company's Chief Executive Officer and
      a
      director, and Sam Berkowitz, as the Company's Secretary. Given the small
      management team, the Company does not currently see the need to adopt a Code
      of
      Ethics.





Item
      10.
      Executive Compensation.





The
      following table presents all information regarding the compensation awarded
      to,
      earned by, or paid to Mazal's named executive offices for the fiscal year ended
      December 31, 2005 and during the last three fiscal years.





**SUMMARY
                COMPENSATION TABLE**Annual
                Compensation
            Long
                Term
              Compensation
                Awards
            All
                Other
              Compensation
                ($)Name
                and
              Principal
                Position
            Year
            Salary
                ($)
            Bonus
                ($)
            Restricted
                Stock
              Awards
                ($)
            Securities
              Underlying
              Options
                (#)James
                B.
              Wiegand
              Chief
                Executive Officer
            2005
              2004
              2003
            0
              0
              0
            0
              0
              0
            $625,000
              0
              0
            0
              0
              0
            0
              0
              0


Mechael
                Kanovsky
              Chief
                Executive Officer
            2004
              2005
            8,000
              63,000
            0
              0
            $30
              $10
            0
            0Sam
                Berkowitz
              Secretary
            2004
              2005
            $36,000
            0
              0
            $90
              0
            0
              0
            0
              0Simcha
                Edell
              CFO
            2005
            $17,400
            0
            $82,500
            0
            0





(1)
      Mr.
      Wiegand was our Chief Executive Officer and a director from 2003 through June
      6,
      2005, when he resigned as a result of our change in control. Mr. Wiegand
      received in the aggregate 500,000 shares of our common stock in consideration
      for services he rendered to us.





(2)
      On
      June 6, 2005, Mechael Kanovsky replaced Mr. Wiegand as our Chief Executive
      Officer.





We
      did
      not grant any options to any employee or executive officers during the period
      May 18, 2004 (inception) to December 31, 2005.





There
      are
      employment agreements between Delaware Mazal and Dr. Mechael Kanovsky, Sam
      Berkowitz and Simcha Edell.





Pursuant
      to the terms of the Employment Agreement, dated December 10, 2004, as amended
      on
      August 1, 2005, among Mechael Kanovsky, us, and the Delaware Mazal, Dr. Kanovsky
      was appointed President and Chief Executive Officer of the Delaware Mazal for
      two years commencing November 1, 2004. The base salary is $48,000 per year
      which
      was increased to $66,000 upon our receipt of the first IND. In addition, Dr.
      Kanovsky received 800,000 shares of our common stock. Upon the receipt of each
      additional IND, Dr. Kanovsky shall receive an additional 100,000 shares of
      our
      common stock. For each patent received by the Delaware Mazal, he shall receive
      an additional 100,000 shares of our common stock and if Mazal obtains a minimum
      of $2 million in funding or enters into a joint venture arrangement, his annual
      base salary shall increase to $83,400.





16


Pursuant
      to the terms of the Employment Agreement, dated December 10, 2004, as amended
      on
      August 1, 2005 , among Mr. Berkowitz, us, and the Delaware Mazal, Mr. Berkowitz
      was appointed as the Secretary of the Delaware Mazal for two years commencing
      January 2, 2005. His base salary is $36,000 per year. As additional
      compensation, Mr. Berkowitz was issued 1,800,000 shares of our common
      stock.





Pursuant
      to the terms of the Employment Agreement dated November 9, 2005, between Mr.
      Edell and our subsidiary, the Delaware Mazal, Mr. Edell received 75,000 shares
      of our common stock. In addition, Mr. Edell is entitled to 75,000 shares of
      our
      common stock upon our receipt of one million dollars in funding, and another
      75,000 shares of our common stock at the end of twelve months of employment
      with
      us, as compensation for his services rendered to Delaware Mazal. The base salary
      is $34,800, to be increased to $42,000 upon our receipt of at least one million
      dollars in funding.








Item
      11.
      Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.





The
      following table lists, as of July 20, 2006, the number of shares of common
      stock
      of the Company beneficially owned by (i) each person or entity known to the
      Company to be the beneficial owner of more than 5% of the outstanding common
      stock; (ii) each officer and director of the Company; and (iii) all officers
      and
      directors as a group. Information relating to beneficial ownership of common
      stock by our principal stockholders and management is based upon information
      furnished by each person using "beneficial ownership" concepts under the rules
      of the Securities and Exchange Commission. Under these rules, a person is deemed
      to be a beneficial owner of a security if that person has or shares voting
      power, which includes the power to vote or direct the voting of the security,
      or
      investment power, which includes the power to vote or direct the voting of
      the
      security. The person is also deemed to be a beneficial owner of any security
      of
      which that person has a right to acquire beneficial ownership within 60 days.
      Under the Securities and Exchange Commission rules, more than one person may
      be
      deemed to be a beneficial owner of the same securities, and a person may be
      deemed to be a beneficial owner of securities as to which he or she may not
      have
      any pecuniary beneficial interest. Except as noted below, each person has sole
      voting and investment power.




The
      percentages below are calculated based on 37,975,000 shares of Common Stock
      which the Company has issued and outstanding. Unless otherwise indicated, the
      business address of each such person is c/o Mazal Plant Pharmaceuticals, Inc.,
      43 West 33rd Street, New York, NY 10001.








**Officers,
                Directors**
              **and
                5% Stockholders**
            
            **Number**
              **of
                Shares**
            
            **Beneficial**
              **Ownership
                (%)**Advanced
                Plant Pharmaceuticals, Inc.
            
            20,000,000(1)*
            
            52.7%Malcolm
                Jennings
            
            2,255,444
                (6)
            
            5.9%Sam
                Berkowitz
            
            1,800,000(2)*
            
            4.7%Mechael
                Kanovksy
            
            800,000(3)*
            
            2.1%Chaim
                J. Lieberman
            
            2,300,000(4)*
            
            6.1%David
                Lieberman
            
            1,800,000(5)*
            
            4.7%Simcha
                Edell
            
            75,000
                (7)*
            
            0.2%All
                directors and executive officers
              as
                a group (3 persons)
            
            2,675,000*
            
            7.0%




(1)
      Pursuant to the Share Exchange Agreement, dated June 6, 2005, among Mazal,
      Advanced Plant Pharmaceuticals, Inc., and James Wiegand, Advanced Plant
      Pharmaceuticals, Inc. received a total of 20,000,000 shares of our common stock
      as consideration for its sale to us of its 7,000,000 shares of Mazal Plant
      Pharmaceuticals, Inc. The sole director of Advanced Plant Pharmaceuticals,
      Inc.
      is David Lieberman.





17


(2)
      Mr.
      Berkowitz received 1,800,000 shares of our common stock pursuant to the
      Employment Agreement, dated December 10, 2004, as amended on August 1, 2005,
      among Mr. Berkowitz, Mazal, and our subsidiary, the Delaware Mazal, as
      compensation for his services rendered to the Delaware Mazal.





(3)
      Dr.
      Kanovsky received shares of our common stock pursuant to the Employment
      Agreement, dated December 10, 2004, as amended on August 1, 2005, among Dr.
      Kanovsky, us, and our subsidiary, the Delaware Mazal. Pursuant to such
      employment agreement, Dr. Kanovsky is employed by the Delaware Mazal and
      received a total of 600,000 shares of our common stock. On December
      19 th ,
      2006,
      our Board of Directors issued an additional 100,000 shares of our common stock
      to Dr. Kanovsky as a performance bonus. On January 25 th ,
      2006,
      our Board of Directors issued an additional 100,000 shares of our common stock
      to Dr. Kanovsky as a performance bonus in consideration for the acceptance
      of
      the IND by the FDA.





(4)
      Chaim
      J. Lieberman received 2,300,000 shares of our common stock in consideration
      for
      his services rendered to our subsidiary, the Delaware Mazal, pursuant to an
      Employment Agreement, dated December 10, 2004, as amended on August 1, 2005,
      among Mr. Lieberman, us, and the Delaware Mazal. Pursuant to such employment
      agreement, Mr. Lieberman is also entitled to receive 500,000 shares of our
      common stock each additional time that the Delaware Mazal receives an IND and
      100,000 shares of our common stock each time that the Delaware Mazal receives
      a
      patent.





(5)
      David
      Lieberman received 1,800,000 shares of our common stock in consideration for
      his
      services rendered to our subsidiary, the Delaware Mazal, pursuant to an
      Employment Agreement, dated December 10, 2004, as amended on August 1, 2005,
      among Mr. Lieberman, us, and the Delaware Mazal.





(6)
      Malcolm Jennings’s address is 1 Regent Street, London SW1Y4NS UK.





(7)
      Mr.
      Edell received 75,000 shares of our common stock in consideration for his
      services rendered to our subsidiary, the Delaware Mazal, pursuant to an
      Employment Agreement, dated November 9, 2005. Mr. Edell is entitled to an
      additional 75,000 shares of our common stock at the end of his first year of
      employment, as compensation for services rendered to Delaware Mazal. In
      addition, Mr. Edell is entitled to the issuance of additional 75,000 shares
      of
      our common stock upon our receipt of one million dollars in
      funding.





Item
      12.
      Certain Relationships and Related Transactions.





From
      January 2005 to May 2005, the Company rented office space in the home of the
      Company’s then-current President for a total amount of $12,000.





On
      June
      6, 2005, we became contractually obligated to exchange 20,000,000 shares of
      our
      common stock for 7,000,000 shares of Delaware Mazal with Advanced Plant
      Pharmaceuticals, Inc. pursuant to the Share Exchange Agreement, dated June
      6,
      2005. On July 6, 2005 we issued to Advanced Plant Pharmaceuticals, Inc.
      10,500,000 of our common stock and on January 16, 2006 we issued to Advanced
      Plant Pharmaceuticals, Inc. the remaining amount of 9,500,000 shares of our
      common stock due pursuant to the Share Exchange Agreement, dated June 6,
      2005.





On
      June
      30, 2005, we issued to Malcolm Jennings 3,800,000 shares of our common stock
      in
      a private placement at $0.0658 per share realizing $250,000.





In
      January 2005 Advanced Plant Pharmaceuticals, Inc., our majority shareholder,
      subleased to us office space of approximately 2,500 square feet located at
      43
      West 33rd Street, New York, NY 10001 at a monthly rate of $750 pursuant to
      a
      one-year sublease. In January 2006, in connection with the monthly office lease
      assumed from APPI, the Company began charging $750 a month rent to Amazon
      Biotech, Inc. (“Amazon”). At March 31, 2006, the amount due from Amazon was
      $2,250. The monthly lease payment is $2,156 which does not include electricity
      and other managerial services





18


On
      January 25, 2006, we issued 100,000 shares of our common stock to Dr. Mechael
      Kanovsky as a performance bonus. Dr. Kanovsky is also entitled to receive
      100,000 shares of our common stock each time that we receive an IND or a patent
      for one of our products under development.





On
      August
      1, 2005, we authorized the issuance of and issued subsequently thereafter
      500,000 shares of our common stock to Chaim J. Lieberman in consideration for
      his services rendered to our subsidiary, Delaware Mazal, pursuant to an
      employment Agreement, dated December 10, 2004, as amended on August 1, 2005,
      among Mr. Lieberman, us, and Delaware Mazal.





On
      December 7, 2005 we authorized and on January 5, 2006 we issued to James B.
      Wiegand 625,000 shares of our common stock of which 500,000 shares were in
      consideration for the services he rendered to us regarding the merger during
      his
      term as our Chief Executive Officer from 2003 to June 6, 2005.





On
      December 7, 2005, we authorized and on January 5, 2006 we issued to Max Gould
      500,000 shares of our common stock in consideration for his participation in
      the
      merger.





On
      December 15, 2005 we issued to Mr. Malcolm Jennings 149,500 shares of our common
      stock as a penalty for a late registration filing .





On
      December 19, 2005, we issued 500,000 shares of our common stock to Malcolm
      Jennings as a penalty for a late registration filing.





On
      December 19, 2005, Mr. Edell received 75,000 shares of our common stock in
      consideration for his services rendered to our subsidiary, the Delaware Mazal,
      pursuant to an Employment Agreement, dated November 9, 2005. Mr. Edell is
      entitled to an additional 75,000 shares of our common stock at the end of his
      first year of employment, as compensation for services rendered to Delaware
      Mazal. In addition, Mr. Edell is entitled to the issuance of additional 75,000
      shares of our common stock upon our receipt of one million dollars in
      funding.





At
      December 31, 2004, the Company was indebted to Advanced Plant Pharmaceuticals,
      Inc. for $50,732 for the technology rights as discussed in Note C to the
      Financial Statements. In 2005, the Company made payments to APPI totaling
      $60,000 and paid expenses in the amount of $5,749 on behalf of APPI. The Company
      was also charged rent by APPI in the amount of $9,000. The balance due from
      APPI
      amounted to $6,267 at December 31, 2005. During the three months ended March
      31,
      2006, the Company paid expenses of $2,217 on behalf of APPI resulting in a
      balance due from APPI of $8,484 at March 31, 2006.





On
      April
      25, 2006, we issued 400,000 shares of our common stock to Malcolm Jennings
      in
      consideration for $100,000. The shares were issued under Regulation S
      promulgated by the Securities and Exchange Commission.





Other
      than as set forth above, none of the following parties has, during the last
      two
      years, had any material interest, direct or indirect, in any transaction with
      the Company or in any presently proposed transaction that has


or
      will
      materially affect us:





o
      any of
      our directors or officers;





o
      any
      person proposed as a nominee for election as a director;





o
      any
      person who beneficially owns, directly or indirectly, shares carrying more
      than
      10% of the voting rights attached to our outstanding shares of common stock;
      or





o
      any
      relative or spouse of any of the foregoing persons who has the same house
      as
      such person.





Item
      13.
      Exhibits.





EXHIBIT
              NUMBER
            
            DESCRIPTION
            
            WHERE
                FOUND3.1
            
            Articles
                of Incorporation
            
            Previously
                filed with our SB-2/A Registration Statement filed with the SEC on
                July
                10, 2006 and incorporated herein by reference.3.2
            
            By-Laws
            
            Previously
                filed with our SB-2/A Registration Statement filed with the SEC on
                July
                10, 2006 and incorporated herein by
                reference.




19






10.1
            
            Share
                Exchange Agreement, dated May 2005, among the Company, Advanced Plant
                Pharmaceuticals, Inc., and James B. Wiegand
            
            Previously
                filed with our Current Report on Form 8-K, dated June 6, 2005, filed
                with
                the SEC on June 9, 2005 and incorporated herein by
                reference.10.2
            
            Employment
                Agreement, dated December 10, 2004, as amended on August 1, 2005,
                among
                Mechael Kanovsky, the Company, and Delaware Mazal
            
            Previously
                filed with our Annual Report on Form 10-KSB for the fiscal year ended
                April 30, 2005, filed with the SEC on August 11, 2005 and incorporated
                herein by reference.10.3
            
            Employment
                Agreement, dated December 10, 2004, as amended on August 1, 2005,
                among
                Sam Berkowitz, the Company, and Delaware Mazal
            
            Previously
                filed with our Annual Report on Form 10-KSB for the fiscal year ended
                April 30, 2005, filed with the SEC on August 11, 2005 and incorporated
                herein by reference.10.4
            
            Employment
                Agreement, dated December 10, 2004, as amended on August 1, 2005,
                among
                Chaim J. Lieberman, the Company, and Delaware Mazal
            
            Previously
                filed with our SB-2/A Registration Statement filed with the SEC on
                July
                10,2006 and incorporated herein by reference..10.5
            
            Employment
                Agreement, dated December 10, 2004, as amended on August 1, 2005,
                among
                David Lieberman, the Company, and Delaware Mazal
            
            Previously
                filed with our SB-2/A Registration Statement filed with the SEC on
                July
                10,2006 and incorporated herein by reference..10.6
            
            Subscription
                Agreement, dated June 30, 2005, between the Company and Malcolm
                Jennings
            
            Previously
                filed with our SB-2/A Registration Statement filed with the SEC on
                July
                10,2006 and incorporated herein by reference..10.7
            
            Subscription
                Agreement, dated April 11, 2005, between the Company and Leonard
                Cohen
            
            Previously
                filed with our SB-2/A Registration Statement filed with the SEC on
                July
                10,2006 and incorporated herein by reference..10.8
            
            Subscription
                Agreement, dated April 11, 2005, between the Company and Halcyon
                SA
            
            Previously
                filed with our SB-2/A Registration Statement filed with the SEC on
                July
                10,2006 and incorporated herein by reference..10.9
            
            Letter
                Agreement, dated May 11, 2005, between Delaware Mazal and Corporate
                Management Services, Inc.
            
            Previously
                filed with our Current Report on Form 8-K, dated June 6, 2005, filed
                with
                the SEC on June 9, 2005 and incorporated herein by
                reference.16.1
            
            Letter
                on change in certifying accountant
            
            Previously
                filed with our Current Report on Form 8-K, dated August 12, 2005,
                filed
                with the SEC on August 12, 2005 and incorporated herein by
                reference.31.1
            
            Rule 13a-14(a)/15d14(a)
              Certifications
            
            Attached
              Hereto31.2
            
            Rule 13a-14(a)/15d14(a)
              Certifications
            
            Attached
              Hereto32.1
            
            Section 1350
              Certifications
            
            Attached
              Hereto32.2
            
            Section 1350
              Certifications
            
            Attached
              Hereto






Item
      14.
      Principal Accountant and Fees.





Cordovano
      and Honeck LLP served as our independent registered public accounting firm
      for
      fiscal year 2004 and Meyler & Company LLC served as our independent
      registered public accounting firm for fiscal year 2005. The following table
      shows the fees that were billed for the audit and other services provided by
      each of these firms for the 2004 and 2005 fiscal years.




20






**2005**
            
            **2004**Audit
                and related fees
            
            
            35,000
            
            
            
            20,000Tax
                feesAll
                other feesTotal
            
            
            35,000
            
            
            
            20,000




***Pre-Approval
      Policy for Audit and Non-Audit Services***




The
      Company did not utilize any services other than audit and tax services in fiscal
      year 2005 and 2004. It is the policy of the Company’s Board of Directors to
      pre-approve the retention of the auditors and their services.





SIGNATURES





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






MAZAL PLANT PHARMACEUTICALS, INCDated: August 24, 2006By: /s/ Mechael
              KanovskyName: Mechael KanovskyTitle: Chief Executive Officer and
              Director






21





MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 FINANCIAL
        STATEMENTS
 
 FOR
        THE
        YEARS ENDED
 DECEMBER
        31, 2005 AND 2004
 
 
 
 
 
 
 CONTENTS
 
 
 Report
                  of Independent Registered Public Accounting Firm
              Page  
                  F 1Balance
                  Sheets
              F
                  2Statements
                  of Operations
              F
                  3Statements
                  of Cash Flows
              F
                  4Statements
                  of Stockholders’ Deficit
              F
                  5Notes
                  to Financial Statements
              F
                  6
 
  
 MEYLER
        & COMPANY, LLC
 CERTIFIED
        PUBLIC ACCOUNTANTS
 ONE
        ARIN
        PARK
 1715
        HIGHWAY 35
 MIDDLETOWN,
        NJ 07748
 
 
 
 Report
        of
        Independent Registered Public Accounting Firm
 
 
 To
        the
        Board of Directors
 Mazal
        Plant Pharmaceuticals, Inc.
 
 We
        have
        audited the accompanying balance sheets of Mazal Plant Pharmaceuticals, Inc.
        (formerly AKID Corporation) (a development stage corporation) as of December
        31,
        2005 and 2004 and the related statements of operations, stockholders’ deficit,
        and cash flows for the year ended December 31, 2005 and the period May 18,
        2004
        (Inception) to December 31, 2004. These financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. The Company is not
        required to have, nor were we engaged to perform, an audit of its internal
        control over financial reporting. Our audits included consideration of internal
        control over financial reporting as a basis for designing audit procedures
        that
        are appropriate in the circumstances, but not for the purpose of expressing
        an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit includes examining,
        on a test basis, evidence supporting the amounts and disclosures in the
        financial statements, assessing the accounting principles used and significant
        estimates made by management, as well as evaluating the overall financial
        statement presentation. We believe that our audits provide a reasonable basis
        for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of the Company as of December 31,
        2005
        and 2004 and the results of its operations and its cash flows for the year
        ended
        December 31, 2005 and the period May 18, 2004 (inception) to December 31,
        2004
        in conformity with accounting principles generally accepted in the United
        States
        of America.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note A to the financial statements,
        the Company has negative working capital of $135,267, an accumulated deficit
        of
        $4,365,110, and there are existing uncertain conditions which the company
        faces
        relative to its obtaining capital in the equity markets. These conditions
        raise
        substantial doubt about its ability to continue as a going concern. Management’s
        plans regarding those matters are also described in Note A. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
 See
        also
        Note E regarding significant related party stock transactions for services
        rendered to the Company and stock issued in 2005 and 2004.
  
 /s/ Meyler & Company,
                LLC
 
 Middletown,
        NJ
 June
        8,
        2006
  F-1




MAZAL
                  PLANT
                  PHARMACEUTICALS, INC.(Formerly
                  AKID
                  Corporation)(A
                  Development Stage
                  Corporation)BALANCE
                  SHEETSASSETSDecember
                  31,2005
              
              2004CURRENT
                ASSETSCash
              
              $
              11,487Prepaid
                  salaries - officers
              
              
              31,550Total
                  Current Assets
              
              
              43,037OTHER
                ASSETSTechnology
                  rights
              
              
              50,700
              
              $
              50,700Due
                  from affiliated
                  companies
              
              
              6,267Total
                  Other Assets
              
              
              56,967
              
              
              50,700Total
                  Assets
              
              $
              100,004
              
              $
              50,700LIABILITIES
                  AND
                  STOCKHOLDERS’ DEFICITCURRENT
                LIABILITIESAccounts
                  payable
              
              $
              57,086Accrued
                  expenses
              
              
              41,200
              
              $
              633Accrued
                  salaries – officers
              
              
              30,018
              
              
              12,100Loan
                  payable - stockholder
              
              
              50,000Deposits
                  to acquire stockDue
                  to Advanced Plant Pharmaceuticals,
                  Inc.
              
              
              
              
              
              50,732Total
                  Current Liabilities
              
              
              178,304
              
              
              63,465STOCKHOLDERS’
                DEFICITPreferred
                  stock, no par value;
                  authorized1,000,000
                  shares; none issued and
                  outstandingCommon
                  stock authorized 100,000,000
                  shares;no
                  par value; issued and
                  outstanding37,280,500
                  and 27,410,000 shares
                  atDecember
                  31, 2005 and 2004,
                  respectively
              
              
              4,286,810
              
              
              2,673Accumulated
                  deficit
              
              
              (4,365,110
              )
              
              (15,438
              )Total
                  Stockholders’ Deficit
              
              
              (78,300
              )
              
              (12,765
              )Total
                  Liabilities and Stockholders’
                  Deficit
              
              $
              100,004
              
              $
              50,700
  See
        accompanying notes to financial
        statements.




F-2
   MAZAL
                  PLANT
                  PHARMACEUTICALS, INC.(Formerly
                  AKID
                  Corporation)(A
                  Development
                  Stage Corporation)STATEMENTS
                  OF
                  OPERATIONSFor
                  the
                  Period
              
              For
                  the
                  PeriodMay
                  18,
                  2004
              
              May
                  18,
                  2004For
                  the
              
              (Inception)
              
              (Inception)Year
                  Ended
              
              to
              
              toDecember
                  31,
              
              December
                  31,
              
              December
                  31,2005
              
              2004
              
              2005(Unaudited)COSTS
                AND
                EXPENSESCompensation
                  - officers
              
              $
              318,810
              
              $
              13,466
              
              $
              332,276General
                  and administrative
                  expenses
              
              
              4,030,862
              
              
              312
              
              
              4,031,174Total
                  Costs and Expenses
              
              
              4,349,672
              
              
              13,778
              
              
              4,363,450NET
                LOSS
              
              $
              (4,349,672
              )
              $
              (13,778
              )
              $
              (4,363,450
              )NET
                LOSS PER COMMON
                SHARE(BASIC
                  AND DILUTED)
              
              $
              (0.14
              )
              $
              (0.01
              )
              $
              (0.14
              )WEIGHTED
                AVERAGE
                COMMONSHARES
                  OUTSTANDING
              
              
              30,866,730
              
              
              27,410,000
              
              
              30,866,730
  See
        accompanying notes to financial
        statements.
  F-3
    MAZAL
                  PLANT
                  PHARMACEUTICALS, INC.(Formerly
                  AKID
                  Corporation)(A
                  Development Stage
                  Corporation)STATEMENTS
                  OF CASH
                  FLOWSFor
                  the
                  Period
              
              For
                  the
                  PeriodMay
                  18,
                  2004
              
              May
                  18,
                  2004For
                  the
              
              (Inception)
              
              (Inception)Year
                  Ended
              
              to
              
              toDecember
                  31,
              
              December
                  31,
              
              December
                  31,2005
              
              2004
              
              2005(Unaudited)CASH
                FLOWS FROM
                OPERATING ACTIVITIESNet
                  loss
              
              $
              (4,349,672
              )
              $
              (13,778
              )
              $
              (4,363,450
              )Adjustments
                  to reconcile net loss to
                  cash flows usedin
                  operating activities:Stock
                  based compensation
              
              
              3,732,137
              
              
              312
              
              
              3,732,449Changes
                  in operating assets and
                  liabilities:Decrease
                  (increase) in prepaid salaries
                  - officers
              
              
              (31,550
              )
              
              
              
              
              (31,550
              )Increase
                  in due from affiliated
                  companies
              
              
              (6,267
              )
              
              
              
              
              (6,267
              )Increase
                  in accounts
                  payable
              
              
              57,086
              
              
              
              
              
              57,086Increase
                  in accrued
                  expenses
              
              
              40,567
              
              
              633
              
              
              41,200Increase
                  in accrued salaries -
                  officers
              
              
              17,918
              
              
              12,100
              
              
              30,018Net
                  Cash Used in Operating
                  Activities
              
              
              (539,781
              )
              
              (733
              )
              
              (540,514
              )CASH
                FLOWS FROM
                FINANCING ACTIVITIESAdvances
                  from Advanced Plant
                  Pharmaceuticals, Inc.
              
              
              
              
              
              733
              
              
              733Payments
                  on due to Advanced Plant
                  Pharmaceuticals, Inc.
              
              
              (50,732
              )
              
              
              
              
              (50,732
              )Proceeds
                  from loan payable -
                  stockholder
              
              
              50,000
              
              
              
              
              
              50,000Proceeds
                  from issuance of common
                  stock
              
              
              552,000
              
              
              
              
              
              552,000Net
                  Cash provided by Financing
                  Activities
              
              
              551,268
              
              
              733
              
              
              552,001INCREASE
                IN
                CASH
              
              
              11,487
              
              
              
              
              
              11,487CASH,
                BEGINNING OF
                PERIODCASH,
                END OF
                PERIOD
              
              $
              11,487
              
              $
              
              
              $
              11,487SUPPLEMENTAL
                CASH FLOW
                INFORMATION:Amount
                  due to Advanced Plant
                  Pharmaceutical, Inc.for
                  technology rights
              
              
              
              
              $
              50,000
              
              $
              50,000Issuance
                  of common stock for technology
                  rights
              
              
              
              
              $
              700
              
              $
              700Issuance
                  of common stock as
                  compensation
              
              $
              3,732,137
              
              $
              312
              
              $
              3,732,449
  See
        accompanying notes to financial
        statements.
 
 F-4
  MAZAL
                  PLANT
                  PHARMACEUTICALS, INC.(Formerly
                  AKID
                  Corporation)(A
                  Development Stage
                  Corporation)STATEMENTS
                  OF
                  STOCKHOLDERS’ DEFICITFor
                  the Period May
                  18, 2004 (Inception) to December 31,
                  2005
  Additional
              
              
              
              TotalCommon
                  Stock
              
              Paid
                  in
              
              Accumulated
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Deficit
              
              DeficitMazal
                Plant
                Pharmaceutical, Inc.
              
              
              10,130,000
              
              $
              1,013
              
              
              
              
              
              
              
              $
              1,013Total
                  Mazal Plant
                  Pharmaceutical,Inc.
                  prior to reverse
                  merger
              
              
              10,130,000
              
              
              1,013
              
              
              
              
              
              
              
              
              1,013Reverse
                MergerMerger
                  with AKID
                  CorporationCancellation
                  of Mazal PlantPharmaceutical,
                  Inc. commonstock
              
              
              (10,130,000
              )
              
              (1,013
              )
              $
              1,013Equity
                  of AKID Corporation
              
              
              1,230,000
              
              
              2,673
              
              
              25,840
              
              $
              (28,513
              )Issuance
                  of 20,000,000
                  sharesin
                  exchange for 7,000,000
                  sharesof
                  Mazal
              
              
              20,000,000Issuance
                  of 6,180,000 shares
                  inexchange
                  for 3,130,000
                  sharesof
                  Mazal
              
              
              6,180,000Capitalization
                  of AKID net
                  loss
              
              
              
              
              
              
              
              
              (26,853
              )
              
              26,853Net
                loss for the
                period May 18, 2004(inception)
                  to December 31,
                  2004
              
              
              
              
              
              
              
              
              
              
              
              (13,778
              )
              
              (13,778
              )Balance,
                December 31,
                2004
              
              
              27,410,000
              
              
              2,673
              
              
              
              
              
              (15,438
              )
              
              (12,765
              )Common
                stock issued
                January 2005for
                  services at $0.0001
              
              
              156,000
              
              
              16
              
              
              
              
              
              
              
              
              16Common
                  stock issued March
                  2005for
                  services at $0.0001
              
              
              100,000
              
              
              10
              
              
              
              
              
              
              
              
              10Common
                stock issued
                April 6, 2005for
                  cash at $0.20
              
              
              100,000
              
              
              20,000
              
              
              
              
              
              
              
              
              20,000Common
                stock issued
                April 19, 2005for
                  services at $0.20
              
              
              120,000
              
              
              24,000
              
              
              
              
              
              
              
              
              24,000Common
                stock issued
                June 6, 2005for
                  services at $0.0658
              
              
              600,000
              
              
              39,480
              
              
              
              
              
              
              
              
              39,480Common
                stock issued
                June 30, 2005for
                  cash at $0.0658
              
              
              3,800,000
              
              
              250,000
              
              
              
              
              
              
              
              
              250,000Common
                stock issued
                August 1, 2005for
                  services at $0.0658
              
              
              500,000
              
              
              32,900
              
              
              
              
              
              
              
              
              32,900Common
                stock issued
                August 1, 2005for
                  cash at $0.417
              
              
              120,000
              
              
              50,000
              
              
              
              
              
              
              
              
              50,000Common
                stock issued
                September 26,2005
                  for services at $0.417
              
              
              200,000
              
              
              83,400
              
              
              
              
              
              
              
              
              83,400
   See
        accompanying notes to financial statements.
   F-5
   MAZAL PLANT
        PHARMACEUTICALS, INC.
 (Formerly AKID
        Corporation)
 (A Development
        Stage
        Corporation)
  STATEMENT OF
        STOCKHOLDERS’ DEFICIT (CONTINUED)
 For the Period
        May 18,
        2004 (Inception) to December 31, 2005
    Additional
              
              
              
              TotalCommon
                  Stock
              
              
              Paid
                  in
              
              Accumulated
              
              Stockholders’Shares
              
              Amount
              
              
              Capital
              
              Deficit
              
              DeficitCommon
                stock issued
                September 26,2005
                  for services at $0.417
              
              
              200,000
              
              
              83,400
              
              
              
              
              
              
              
              
              83,400Common
                stock issued
                September 26,2005
                  for services at $0.417
              
              
              50,000
              
              
              20,850
              
              
              
              
              
              
              
              
              20,850Common
                stock issued
                October 31,2005
                  for cash at $0.40
              
              
              1,200,000
              
              
              300,000
              
              
              
              
              
              
              
              
              300,000Costs
                incurred in
                private placement
              
              
              
              
              
              (118,000
              )
              
              
              
              
              
              
              
              (118,000
              )Fair
                  market value of
                  1,000,000options
                  issued with common
                  stocksubscription
              
              
              
              
              
              569,656
              
              
              
              
              
              
              
              
              569,656Common
                stock issued
                November 15,2005
                  for services at $1.03
              
              
              800,000
              
              
              824,000
              
              
              
              
              
              
              
              
              824,000Common
                stock issued
                December 7,2005
                  for services at $1.25
              
              
              1,000,000
              
              
              1,250,000
              
              
              
              
              
              
              
              
              1,250,000Common
                stock issued
                December 13,2005
                  for cash at $0.40
              
              
              200,000
              
              
              50,000
              
              
              
              
              
              
              
              
              50,000Common
                stock issued
                December 15,2005
                  for late registration filing
                  at$1.15
              
              
              149,500
              
              
              171,925
              
              
              
              
              
              
              
              
              171,925Common
                stock issued
                December 19,2005
                  for services at $1.10
              
              
              75,000
              
              
              82,500
              
              
              
              
              
              
              
              
              82,500Common
                stock issued
                December 19,2005
                  for late registration
                  filingat
                  $1.10
              
              
              500,000
              
              
              550,000
              
              
              
              
              
              
              
              
              550,000Net
                loss for the year
                endedDecember
                  31, 2005
              
              
              
              
              
              
              
              
              
              
              
              (4,349,672
              )
              
              (4,349,672
              )Balance,
                December 31,
                2005
              
              
              37,280,500
              
              $
              4,286,810
              
              $
              
              
              $
              (4,365,110
              )
              $
              (78,300
              )
   See
        accompanying notes to
        financial statements.


F-6


MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 NOTE
                A -
              NATURE
                  OF BUSINESS
 
 Mazal
        Plant Pharmaceuticals, Inc. (the “Company”) has the technology rights to
        develop, manufacture and distribute three products, specifically, plant based
        compositions designed to treat elevated cholesterol, leukemia and Alzheimer’s
        disease.
 
 Reverse
        Merger
 
 On
        June
        6, 2005, AKID Corporation (“AKID”) entered into a stock exchange agreement with
        Advanced Plant Pharmaceuticals, Inc. (“APPI”) to acquire 7,000,000 shares of
        Mazal’s common stock in exchange for 20,000,000 shares of AKID common stock.
        AKID also acquired 3,130,000 shares of Mazal’s outstanding shares in exchange
        for 6,180,000 shares of its common stock. In connection with the merger,
        Mazal
        became a wholly owned subsidiary of AKID. Prior to the merger, AKID was a
        non-operating “shell” corporation. Pursuant to Securities and Exchange
        Commission rules, the merger of a private operating company, Mazal Plant
        Pharmaceutical, Inc. into a non-operating public shell corporation with nominal
        net assets is considered a capital transaction. At the time of the merger,
        the
        officers and directors of AKID resigned and were replaced with the officers
        and
        directors of Mazal. For Financial Statements presentation, the merger has
        been
        reflected in the Financial Statements as though it occurred on December 31,
        2004. The historical statements prior to December 31, 2004 are those of Mazal
        Plant Pharmaceutical, Inc. Since the merger is a recapitalization and not
        a
        business combination, pro forma information is not presented. AKID subsequently
        filed a name change to Mazal Plant Pharmaceuticals, Inc.
 
 Going
        Concern Uncertainty and Management’s Plans
 
 As
        reflected in the accompanying financial statements, the Company has current
        liabilities in excess of current assets of $135,267, resulting in negative
        working capital and an accumulated deficit of $4,635,110. The Company had
        no
        revenues for the year ended December 31, 2005 and had costs and expenses
        totaling $4,349,672. Management is presently seeking to raise permanent equity
        capital in the capital markets to eliminate negative working capital and
        provide
        working capital. Failure to raise equity capital or secure some other form
        of
        long-term debt arrangement will cause the Company to further increase its
        negative working capital deficit and could result in the Company having to
        curtail or cease operations. Additionally, even if the Company does raise
        sufficient capital to support its operating expenses and generate revenues,
        there can be no assurances that the revenue will be sufficient to enable
        it to
        develop business to a level where it will generate profits and cash flows
        from
        operations. These matters raise substantial doubt about the Company’s ability to
        continue as a going concern. However, the accompanying financial statements
        have
        been prepared on a going concern basis, which contemplates the realization
        of
        assets and satisfaction of liabilities in the normal course of business.
        These
        financial statements do not include any adjustments relating to the recovery
        of
        the recorded assets or the classification of the liabilities that might be
        necessary should the Company be unable to continue as a going
        concern.
 
 
 F-7


MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 
 
 NOTE
                B -
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
 
 Cash
        Equivalents
 
 For
        purposes of reporting cash flows, cash equivalents include investment
        instruments purchased with a maturity of three months or less. There are
        no cash
        equivalents at December 31, 2005 and 2004.
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the 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.
 
 Net
        Loss Per Common Share
 
 The
        Company computes per share amounts in accordance with Statement of Financial
        Accounting Standards (“SFAS”) No. 128, “Earnings per Share”. SFAS No. 128
        requires presentation of basic and diluted EPS. Basic EPS is computed by
        dividing the income (loss) available to common stockholders by the
        weighted-average number of common shares outstanding for the period. Diluted
        EPS
        is based on the weighted-average number of shares of common stock and common
        stock equivalents outstanding during the period.
 
 Stock-Based
        Compensation
 
 SFAS
        No.
        123, “Accounting for Stock-Based Compensation” prescribes accounting and
        reporting standards for all stock-based compensation plans, including employee
        stock options, restricted stock, employee stock purchase plans and stock
        appreciation rights. SFAS No. 123 requires employee compensation expense
        to be
        recorded (1) using the fair value method or (2) using the intrinsic value
        method
        as prescribed by accounting Principles Board Opinion No. 25, “Accounting for
        Stock Issued to Employees” (“APB 25”) and related interpretations with pro forma
        disclosure of what net income and earnings per share would have been if the
        Company adopted the fair value method. The Company accounts for employee
        stock
        based compensation in accordance with the provisions of APB 25. For non-employee
        options and warrants, the company uses the fair value method as prescribed
        in
        SFAS 123.
 
 Income
        Taxes
 
 The
        Company follows Financial Accounting Standards No. 109 (SFAS No. 109). Under
        this method, the Company recognizes a deferred tax liability or asset for
        temporary differences between the tax basis of an asset or liability and
        the
        related amount reported on the financial statements. The principal types
        of
        differences, which are measured at the current tax rates, are net operating
        loss
        carry forwards. SFAS No. 109 requires the establishment of a valuation allowance
        to reflect the likelihood of realization of deferred tax assets.
 
 
 F-8
 
 MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 NOTEB-
                SUMMARY
                    OF SIGNIFICANT ACCOUNTING POLICIES
                    (CONTINUED)
 
 Recent
        Accounting Pronouncements
  In
        December 2004, the FASB issued Statement of Financial Accounting Standards
        No.
        153 (SFAS 153), “Exchanges of Non-monetary Assets.” SFAS 153 amends the guidance
        in APB No. 29, “Accounting for Non-monetary Assets.” APB No.29 was based on the
        principle that exchanges of non-monetary assets should be measured on the
        fair
        value of the assets exchanged. SFAS 153 amends APB No. 29 to eliminate the
        exception for non-monetary exchanges of similar productive assets and replaces
        it with a general exception for exchanges of non-monetary assets that do
        not
        have commercial substance if the future cash flows of the entity are expected
        to
        change significantly as a result of the exchange. SFAS 151 is effective for
        financial statements issued for fiscal years beginning after June 15, 2005.
        The
        adoption of SFAS 153 is not expected to have a material effect on the Company’s
        financial position or results of operations.
 
 In
        December 2004, the FASB revised Statement of Financial Accounting Standards
        No.
        123 (SFAS 123(R)), “Accounting for Stock-Based Compensation.” The SFAS 123(R)
        revision established standards for the accounting for transactions in which
        an
        entity exchanges its equity instruments for goods or services and focuses
        primarily on accounting for transactions in which an entity obtains employee
        services in share-based payment transactions. It does not change the accounting
        guidance for share-based payment transactions with parties other than employees.
        For public entities that file as small business issuers, the revisions to
        SFAS
        123(R) are effective as of the beginning of the first interim or annual
        reporting period that begins after December 15, 2005. The adoption of SFAS
        123(R) is not expected to have a material effect on the Company’s financial
        position or results of operations.
 
 In
        May
        2005, the FASB issued SFAS no. 154, “Accounting Changes and Error Corrections
        (“SFAS No. 154”) which replaces APB Opinion No. 20, “Accounting Changes” and
        SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements-An
        Amendment of ABP Opinion No. 28. SFAS No. 154 provides guidance on the
        accounting for and reporting of accounting changes and error corrections.
        Specifically, this statement requires “retrospective application” of the direct
        effect for a voluntary change in accounting principle to prior periods’
financial statements, if it is practical to do so. SFAS No. 154 also strictly
        defines the term “restatement” to mean the correction of an error revising
        previously issued financial statements. SFAS No. 154 is effective for accounting
        changes and corrections of errors made in fiscal years beginning after December
        15, 2005 and are required to be adopted by the Company in the first quarter
        of
        fiscal year 2006. Although we will continue to evaluate the application of
        SFAS
        No. 154, management does not anticipate that adoption will have a material
        impact on our results of operations, financial position or cash
        flows.
 
 NOTE
                  C -
                TECHNOLOGY
                    RIGHTS
 
 The
        technology rights include the rights to develop, manufacture, and distribute
        plant based compositions designed to treat elevated cholesterol, leukemia,
        and
        Alzheimer’s disease. The Company acquired these rights from Advanced Plant
        Pharmaceuticals, Inc. (hereafter referred to as “APPI”) for stock and a note
        payable aggregating $50,700. APPI is deemed to be an affiliate of the
        Company.
 
 F-9
 
 MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 NOTE
                D -
              RELATED
                  PARTY TRANSACTIONS
 
 At
        December 31, 2004, the Company was indebted to Advanced Plant Pharmaceuticals,
        Inc. for $50,732 for the technology rights as discussed in Note C to the
        Financial Statements. In 2005, the Company made payments to APPI totaling
        $60,000 and paid expenses in the amount of $5,749 on behalf of APPI. The
        Company
        was also charged rent by APPI in the amount of $9,000. (See Note I) The balance
        due from APPI amounted to $6,267 at December 31, 2005.
 
 NOTE
                E -
              STOCKHOLDERS’
                  DEFICIT
 
 As
        discussed in the Reverse Merger (see Note A to the Financial Statements),
        the
        exchange of Mazal shares for AKID, caused the Company to exceed its authorized
        shares. The accompanying Financial Statements have been prepared as though
        they
        were issued at December 31, 2004.
 
 On
        October 31, 2005, the Company amended its Articles of Incorporation to increase
        the total authorized shares of stock to 101,000,000 consisting of 100,000,000
        shares of no par value common stock and 1,000,000 shares of no par value
        preferred stock.
 
 In
        October 2005, the Company authorized the 2005 Stock Compensation Plan whereby
        1,000,000 shares of common stock were reserved for awards to employees,
        officers, directors, consultants and other individuals providing services
        to the
        Company and its affiliates.
 
 Issuance
        of common stock
 
 In
        January 2005, the Company issued 50,000 shares of its common stock to an
        employee at $0.0001 per share. The aggregate remuneration of $5 has been
        treated
        as stock based compensation and expensed in the current year.
 
 In
        January 2005, the Company issued 106,000 shares of its common stock to a
        consultant at $0.0001 per share. The aggregate remuneration of $11 has been
        treated as stock based compensation and expensed in the current
        year.
 
 In
        March
        2005, the Company issued 100,000 shares of its common stock to its President
        at
        $0.0001 per share. The aggregate remuneration of $10 has been treated as
        stock
        based compensation and expensed in the current year.
 
 In
        connection with a private placement on April 6, 2005, the Company issued
        100,000
        shares of its common stock at $0.20 per share realizing $20,000.
 
 On
        April
        19, 2005, the Company issued 120,000 shares of its common stock to a consultant
        at $0.20 per share. The aggregate remuneration of $24,000 has been treated
        as
        stock based compensation and expensed in the current year.
 
 On
        June
        6, 2005, the Company issued 600,000 shares of its common stock to a consultant
        at $0.0658 per share. The aggregate remuneration of $39,480 has been treated
        as
        stock based compensation and expensed in the current year.
 
 F-10
 MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 
 
 NOTE
                E -
              STOCKHOLDERS’
                  EQUITY (CONTINUED)
 
 Issuance
        of common stock (Continued)
 
 In
        connection with a private placement on June 30, 2005, the Company issued
        3,800,000 shares of its common stock at $0.0658 per share realizing
        $250,000.
 
 On
        August
        1, 2005, the Company issued 500,000 shares of its common stock to an employee
        and major stockholder and founder of the Company at $0.0658 per share. The
        aggregate remuneration of $32,900 has been treated as stock based compensation
        and expensed in the current year.
 
 In
        connection with a private placement on August 1, 2005, the Company issued
        120,000 shares of its common stock at $0.417 per share realizing
        $50,000.
 
 In
        September, 2005, the Company issued 450,000 shares of its common stock to
        consultants at $0.417 per share. The aggregate remuneration of $187,650 has
        been
        treated as stock based compensation and expensed in the current
        year.
 
 In
        connection with a private placement on October 31, 2005, the Company issued
        1,200,000 shares of its common stock at $0.40 per share realizing $182,200
        after
        deducting costs amounting to $118,000 incurred in connection with the private
        placement. The Company also issued options to purchase 1,000,000 shares of
        its
        common stock at an exercise price of $0.50 per share and are exercisable
        for
        three years. Stock based compensation of $569,656 has been recorded on the
        issuance of the options and expensed in the current year.
 
 On
        November 15, 2005, the Company issued 800,000 shares of its common stock
        to a
        consultant at $1.03 per share. The aggregate remuneration of $824,000 has
        been
        treated as stock based compensation and expensed in the current
        year.
 
 On
        December 7, 2005, the Company issued 1,000,000 shares of its common stock
        to its
        former officers for consulting services at $1.25 per share. The aggregate
        remuneration of $1,250,000 has been treated as stock based compensation and
        expensed in the current year.
 
 In
        connection with a private placement on December 13, 2005, the Company issued
        200,000 shares of its common stock at $0.40 per share realizing
        $50,000.
 
 On
        December 15, 2005, the Company issued 149,500 shares of its common stock
        to a
        consultant at $1.15 per share. The aggregate remuneration of $171,925 has
        been
        treated as stock based compensation and expensed in the current
        year.
 
 On
        December 19, 2005, the Company issued 75,000 shares of its common stock to
        its
        Chief Financial Officer at $1.10 per share. The aggregate remuneration of
        $82,500 has been treated as stock based compensation and expensed in the
        current
        year.
 
 On
        December 19, 2005, the Company issued 500,000 shares of its common stock
        to a
        consultant at $1.10 per share. The aggregate remuneration of $550,000 has
        been
        treated as stock based compensation and expensed in the current
        year.
  F-11
  MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 
 
 NOTE
                F -
              STOCK
                  OPTIONS
 
 The
        following table summarizes transactions in stock options through December
        31,
        2005:
  Weighted
                
                
                
                WeightedAverage
                
                
                
                AverageExercise
                
                Options
                
                ExerciseOptions
                
                Price
                
                Exercisable
                
                PriceGrantedExercisedCancelledBalance
                    at December 31, 2004Granted
                
                
                1,000,000
                
                $
                0.50
                
                
                1,000,000
                
                $
                0.50ExercisedCancelledBalance
                    at December 31, 2005
                
                
                1,000,000
                
                $
                0.50
                
                
                1,000,000
                
                $
                0.50
 As
        of
        December 31, 2005, there were 1,000,000 common stock options outstanding
        with a
        weighted average remaining life of 2.83 years and a weighted average price
        of
        $0.50.
 
 Assumptions
        used to value stock options issued by the Company are as follows:
  For
                  the Years EndedDecember
                  31,2005
              2004Annual
                  dividend
              No
              N/AVolatility
              10%
              N/ARisk
                  free interest rate
              5%
              N/AExpected
                  life-years
              3
              N/A


During
        the year ended December 31, 2005, $569,656 of expense was recorded on the
        issuance of stock options.
 
 NOTE
                G -
              LOAN
                  PAYABLE - STOCKHOLDER
 
 The
        loan
        payable - stockholder represents a loan for working capital. The loan is
        non-interest bearing and has no stated terms of repayment. The balance at
        December 31, 2005 and 2004 amount to $50,000 and $0, respectively.
  F-12
 
 MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 
 
 NOTE
                H -
              COMMITMENTS
                  AND CONTINGENCIES
 
 Employment
        Agreements
 
 Between
        December 2004, as amended in August 2005, and November 2005, the Company
        entered
        into six different employment contracts expiring between July 2006 and December
        2006. The contracts call for salaries ranging from $1,100 to $5,500 per month.
        Two of the contracts call for issuances of stock for the achievement of certain
        milestones.
 
 Rent
 
 In
        January 2005, the Company commenced sub-leasing its corporate office space
        in
        New York, on a month to month basis, from APPI for $750 per month.
 
 Mazal
        maintains additional office space in Jerusalem, Israel on a month to month
        basis
        at a monthly rent of $2,265 and a percentage of municipal taxes.
 
 From
        January 2005 to May 2005, the Company rented office space in the home of
        the
        Company’s President for a total amount of $12,000.
 
 Net
        rent
        expense for the year ended December 31, 2005 and for the period May 18, 2004
        (Inception) to December 31, 2005 amounted to $30,500. There was no rent expense
        for the period May 18, 2004 (inception) to December 31, 2004.
 
 NOTE
                I -
              JOINT
                  VENTURE AGREEMENT
 
 On
        November 17, 2005, the Company executed a Letter of Intent to enter into
        a
        possible joint venture with Punzi Medical Center (“PMC”) in connection with the
        Company’s efforts to obtain approval of MAHDL, a pharmaceutical drug currently
        under development by the Company, from the United States Food and Drug
        Administration (“FDA”). The purpose of the joint venture is to conduct Phase II
        and Phase III human clinical trials of MAHDL and obtain the FDA’s approval.
        Subject to the terms and conditions of the agreement, PMC will (a) fund all
        costs and expenses incurred in connection with the clinical trials, (b) make
        its
        facilities available for the conduct of the clinical trials, and (c) provide
        consulting services to the Company with respect to the conduct of the clinical
        trials and their approval by the FDA. In consideration for the obligations
        of
        PMC, the Company will pay royalties equal to an agreed upon percentage of
        the
        net revenues generated by any sales of MAHDL to PMC during an agreed upon
        time
        period following the FDA’s final approval.
 
 NOTE
                J -
              SUBSEQUENT
                  EVENT
 
 Issuance
        of common stock
 
 On
        January 24, 2006, the Company issued 200,000 shares of its common stock to
        a
        consultant at $1.08 per share. The aggregate remuneration of $216,000 will
        be
        treated as stock based compensation and expensed in the first quarter of
        2006.
 
 
 F-13
 MAZAL
        PLANT PHARMACEUTICALS, INC.
 (Formerly
        AKID Corporation)
 (A
        Development Stage Corporation)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005 and 2004
 
 NOTE
                J -
              SUBSEQUENT
                  EVENT (CONTINUED)
 
 Issuance
        of common stock (Continued)
 
 On
        January 25 2006, the Company issued 100,000 shares of its common stock to
        its
        President at $1.08 per share. The aggregate remuneration of $108,000 will
        be
        treated as stock based compensation and expensed in the first quarter of
        2006.
 
 In
        connection with a private placement on April 25, 2006, the Company issued
        400,000 shares of its common stock at $0.25 per share realizing
        $100,000.
 
 Deposit
        to acquire common stock
 
 In
        March
        2006, the Company received a $50,000 deposit to acquire 200,000 shares of
        its
        common stock at $0.25 per share for which there is no written
        agreement.
 
 Rent
 
 In
        January 2006, the Company assumed making payments, from APPI, on its corporate
        office space in New York. The monthly lease payment is $2,156 plus $25 a
        month
        for garbage disposal and 35% of the floor’s electricity cost.
 
 NOTE
                K -
              RECLASSIFICATIONS
 
 Certain
        amounts in 2004 financial statements have been reclassified to conform to
        the
        classifications used in 2005.
   F-14