10QSB/A 1 v062175_10qsba.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number: 000-30256 ADVANCED PLANT PHARMACEUTICALS, INC. (Name of small business issuer in its charter) Delaware (State or other jurisdiction of 59-276023 incorporation or organization) (I.R.S. Employer Identification No.) 43 West 33rd Street New York, New York 10001 (Address of principal executive offices) (Zip Code) (212) 695-3334 (Issuer's telephone number) Check whether the issuer (1) 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| As of November 1, 2006, the issuer had 798,157,996 shares of its common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes |_| No |X| EXPLANATORY NOTE This 10QSB/A for the period ended September 30, 2006 is being filed to correct an error on the cover page of our 10QSB for such period originally filed on November 20, 2006 where we inadvertently checked the box "yes" for shell company status. This 10QSB/A correctly checks the "no" box as to our shell company status. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

September 30, December 31, 2006 2005 Unaudited (Restated) ------------- ------------ ASSETS CURRENT ASSETS Cash $ 43 $ 11,688 Accounts receivable 1,188 Miscellaneous receivable 5,000 Prepaid expenses - officers 31,550 ------------ ------------ Total Current Assets 5,043 44,426 OFFICE EQUIPMENT, net of accumulated depreciation of $3,778 and $2,942, respectively 575 1,411 OTHER ASSETS Goodwill 10,406 10,406 Due from related company 13,500 9,000 Other assets 5,244 7,144 ------------ ------------ 29,150 26,550 ------------ ------------ Total Assets $ 34,768 $ 72,387 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Bank overdraft $ 10,032 $ 7,977 Accounts payable 265,098 192,371 Accrued expenses 363,198 229,794 Accrued expenses - officers 1,136,149 1,220,481 Due to distributor Due to stockholder - asset acquisition 1,315,000 Deposits to acquire common stock 52,275 Loans payable - stockholders 368,180 369,290 ------------ ------------ Total Current Liabilities 2,194,932 3,334,913 DEFERRED CREDIT 6,440,200 4,286,105 STOCKHOLDERS' DEFICIENCY Preferred stock, authorized 10,000,000 shares; $0.0007 par value; 5,000,000 shares issued and outstanding at September 30, 2006 and December 31, 2005 3,500 3,500 Common stock, authorized 880,000,000 shares; $0.0007 par value; 798,157,996 shares issued and outstanding at September 30, 2006 and December 31, 2005 558,711 558,711 Additional paid-in capital 21,753,553 14,681,548 Accumulated deficit (30,916,128) (22,792,390) ------------ ------------ Total Stockholders' Deficiency (8,600,364) (7,548,631) ------------ ------------ Total Liabilities and Stockholders' Deficiency $ 34,768 $ 72,387 ============ ============

See accompanying notes to financial statements. 1 ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Three Months Ended For the Nine Months Ended September 30, September 30, --------------------------- ---------------------------- 2006 2005 2006 2005 ------------ ------------ ------------ ------------- (Restated) (Restated) REVENUE - SALES $ 3,224 $ 1,458 $ 7,775 $ 7,387 COSTS AND EXPENSES Cost of goods sold 3,450 122 3,450 1,948 Salaries and consulting fees - officers 5,452,341 159,197 5,877,741 424,610 Selling, general and administrative expenses 1,716,426 249,323 2,314,597 655,504 Depreciation 279 279 837 838 ------------ ------------ ------------ ------------ Total Costs and Expenses 7,172,496 408,921 8,196,625 1,082,900 ------------ ------------ ------------ ------------ NET OPERATING LOSS (7,169,272) (407,463) (8,188,850) (1,075,513) OTHER INCOME (EXPENSE) Gain on sale of investment 69,500 Interest expense (220) (2,042) (4,388) (2,072) ------------ ------------ ------------ ------------ Net Other Income (Expense) (220) (2,042) 65,112 (2,072) ------------ ------------ ------------ ------------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (7,169,492) (409,505) (8,123,738) (1,077,585) EXTRAORDINARY ITEM Forgiveness of debt (net of income Taxes of $0) 638,291 638,291 ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (7,169,492) $ 228,786 $ (8,123,738) $ (439,294) ============ ============ ============ ============ NET INCOME (LOSS) PER SHARE OF COMMON STOCK $ (.01) $ .00 $ (.01) $ (.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 798,157,996 798,114,518 798,157,996 790,978,509 ============ ============ ============ ============

See accompanying notes to financial statements. 2 ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Nine Months Ended September 30, ------------------------- 2006 2005 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(8,123,738) $ (439,294) Adjustments to reconcile net loss to cash flows used in operating activities Stock issued for services 1,947,500 183,165 Gain on sale of investment (69,500) Gain on forgiveness of debt (638,291) Stock held for investment issued for services 5,289,741 Depreciation expense 837 838 Changes in assets and liabilities: Decrease in accounts receivable 1,188 306 Increase in inventory (1,014) Decrease (increase) in prepaid expenses - officers 31,550 (5,000) Increase in due from related company (4,500) (6,250) Increase in accounts payable 72,727 18,216 Increase in accrued expenses 133,403 175,162 Increase in accrued expenses - officers 371,218 242,357 ----------- ---------- Net cash used in operating activities (349,574) (469,805) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for intangible assets (5,579) Due from related parties 65,000 ----------- ---------- Net cash provided by (used in) investing activities 65,000 (5,579) CASH FLOWS FROM FINANCING ACTIVITIES Bank overdraft 2,055 3,035 Cash acquired in acquisition of subsidiary Loans payable - stockholders' - net 12,599 83,759 Increase in deposits to acquire common stock 52,275 96,625 Proceeds from issuance of Mazal common stock 206,000 Proceeds from issuance of common stock 291,480 ----------- ---------- Net cash provided by financing activities 272,929 474,899 ----------- ---------- Net (decrease) increase in cash (11,645) (485) CASH AT BEGINNING OF PERIOD 11,688 1,045 ----------- ---------- CASH AT END OF PERIOD $ 43 $ 560 =========== ==========

See accompanying notes to financial statements. 3 ADVANCED PLANT PHARMACEUTICALS, INC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

For the Nine Months Ended September 30, ------------------------- 2006 2005 ---------- -------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION CASH PAID Interest $ 4,388 $ 2,072 NON-CASH INVESTING AND FINANCING ACTIVITIES Issuance of common stock for services $183,165 Issuance of preferred stock in payment of loans payable to stockholders 10,000 Issuance of preferred stock in payment of accrued expenses to stockholders 10,000 Issuance of common stock in payment of accrued expenses 16,500 Purchase of intangible assets for loan payable to stockholder 19,000 Issuance of Mazal common stock for services classified as a deferred credit $1,947,500 Miscellaneous receivable from sale of stock held for investment 5,000 Issuance of stock held for investment in payment of accrued expenses - officers 455,550 Issuance of stock held for investment in payment of due to stockholder - asset acquisition 1,315,000 Issuance of stock held for investment in payment of loans payable - stockholders 13,709 Gain on stock held for investment transferred to related parties in payment of debt classified as additional paid-in capital 7,072,005

See accompanying notes to financial statements. 4 ADVANCED PLANT PHARMACEUTICALS, INC AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 NOTE A - CONDENSED FINANCIAL STATEMENTS In the opinion of the Company, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosure, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed and omitted. The results of operations for the three and nine month periods ended September 30, 2006 are not indicative of the results of operations for the year ended December 31, 2006. The condensed financial statements should be read in conjunction with the Company's financial statements included in its annual Form 10 KSB for the year ended December 31, 2005. NOTE B - STOCK WARRANTS At September 30, 2006, the Company had outstanding warrants to purchase 7,000,000 shares of the Company's common stock at a price of $.03 per share. The warrants are exercisable and expire at various dates through 2007. NOTE C - COMMITMENTS AND CONTINGENCIES The Company has employment agreements with nine employees and a consulting contract with a key consultant, who are also stockholders of the Company and Mazal Plant Pharmaceuticals, Inc. ("Mazal"). At September 30, 2006, the Company has a total liability for accrued salaries and consulting expense to stockholders of $995,868. There could be certain payroll tax liabilities owed to the IRS on some of the payments for services to certain consultants that were paid in prior years, pursuant to these employment agreements. NOTE D - DEPOSITS TO ACQUIRE COMMON STOCK The deposits to acquire common stock at September 30, 2006 in the amount of $52,275 represents deposits to acquire shares of Mazal common stock. The deposits are non-interest bearing. NOTE E - RELATED PARTIES STOCK AND ASSET TRANSACTIONS On January 24, 2006, Mazal issued 200,000 shares of its common stock to a consultant at $1.08 per share. The aggregate remuneration of $216,000 has been treated as stock based compensation and expensed in the current period. On January 25, 2006, Mazal issued 100,000 shares of its common stock to its President at $1.08 per share. The aggregate remuneration of $108,000 has been treated as stock based compensation and expensed in the current period. On February 7, 2006, Mazal approved the issuance of 200,000 shares of its common stock at $0.25 per share pursuant to a private placement. Mazal incurred $5,000 in expenses related to the private placement and realized $45,000. On April 11, 2006, Mazal approved the issuance of 400,000 shares of its common stock at $0.25 per share pursuant to a private placement realizing $100,000. On July 1, 2006, Mazal approved the issuance of 244,000 shares of its common stock at $0.25 per share pursuant to a private placement realizing $61,000. On July 31, 2006, Mazal issued 2,000,000 shares of its common stock to a consultant at $0.80 per share. The aggregate remuneration of $1,600,000 has been treated as stock based compensation and expensed in the current period. 5 ADVANCED PLANT PHARMACEUTICALS, INC AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 NOTE E - RELATED PARTIES STOCK AND ASSET TRANSACTIONS (CONTINUED) On September 6, 2006, Mazal issued 50,000 shares of its common stock to a consultant at $0.47 per share. The aggregate remuneration of $23,500 has been treated as stock based compensation and expensed in the current period. Additional paid-in capital includes $272,600 for the transfer of 1,400,000 shares of common stock of Amazon Biotech, Inc., to three officers of the Company in payment of accrued salaries - officers in the amount of $202,000 and compensation in the amount of $72,000. The stock had a basis of $1,400. Additional paid-in capital includes $6,799,405 for the transfer of 17,000,000 shares of common stock of Mazal, held as an investment by the Company, to two officers in payment of accrued salaries - officers of $253,550, due to stockholder - asset acquisition of $1,315,000, loans payable - stockholders of $13,709, and compensation of $5,217,741. The stock had a basis of $595. On July 11, 2006, Mazal amended its 2005 Stock Compensation Plan to allow for the issuance of 3,500,000 shares, an increase of 2,500,000 shares. NOTE F - GAIN ON SALE OF INVESTMENT The gain on sale of investment resulted from the sale of 500,000 shares of common stock of Amazon Biotech, Inc., an affiliated company, for $70,000. The Company received $65,000 and $5,000 is included in miscellaneous receivables. The stock had a basis of $500. NOTE G - GOING CONCERN As reflected in the accompanying financial statements, the Company has current liabilities in excess of current assets of $2,189,889, resulting in negative working capital and an accumulated deficit of $30,916,128. 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. NOTE H - BUSINESS DEVELOPMENT On July 17, 2006, Mazal entered into a consulting agreement whereby the consultant is to introduce medical clinics and assist in the development of clinical trials for Mazal for a term of one year. Either party may terminate the contract with or without cause upon thirty days written notice. The agreement calls for the issuance of 500,000 shares of Mazal common stock upon signing and 1,500,000 shares of Mazal common stock upon Mazal receiving a letter of intent from a medical center that has previously performed clinical trials for a major pharmaceutical company, to perform clinical trials at competitive rates, in which at least one third (33%) of the payment shall be in shares of Mazal common stock. 6 ADVANCED PLANT PHARMACEUTICALS, INC AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 NOTE H - BUSINESS DEVELOPMENT (CONTINUED) On July 31, 2006, Mazal entered into an Interim Letter of Agreement for a Phase I/II, double-blind, placebo and active-controlled, randomized, parallel-group study to evaluate the safety and efficacy of MAHDL01 alone and as an adjunct to statin therapy, versus placebo or statin therapy alone, in increasing HDL in subjects with hypoalphalipoproteinemia who are maintaining a restricted diet. The agreement calls for a minimum number of subjects of ten and a maximum of four hundred. Mazal is responsible for all external direct trial expenses. The consultant 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 Mazal common stock. 7 Item 2. Management's Discussion and Analysis or Plan of Operations. CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS From time to time, including herein, we may publish "forward looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward looking statements. The Company undertakes no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise. GENERAL APPI focuses on the research and development of plant based dietary supplements. During July 1999, the Company acquired exclusive rights and interests to a thirteen-step process, which utilizes virtually the whole of the nutrients found in plants to manufacture all natural herbal dietary supplements. The Company intends to use this process to manufacture products that it hopes to distribute worldwide through various sales distribution contracts. Our products we are currently marketing are: o Lo-Chol - Lo-Chol's patent pending formula is derived from the "whole plant" parts of six selected plants that work in concert to help tip your lipid balance (good and bad cholesterol) towards a more normal level. These six plants are synergistically combined using a proprietary "whole plant technology" (a special pharmaceutical-grade process) that delivers virtually all the natural phyto-chemicals and active ingredients in the plants. Unlike almost all other herbal supplements on the market, Lo-Chol does not contain any extracts. Instead, it utilizes the entire part of a specific plant that is processed and standardized to deliver optimum potency and nutritional benefits. o ACA - ACACaplets contain a carefully selected group of 11 natural plant substances, which work in harmony to help chronic fatigue and boost normal metabolic processes that support immune system function. These 11 plants (including Boswelliacaterii, Impatiens balaminia and Curcuma zedoria) have long and storied histories in ancient herbal medicine and folklore. Many are referred to in the Bible as well as Ayurveda, "India's natural science of life and well-being". Now, incorporated together in ACA, they offer the best of traditional herbal wisdom and modern science. o Sinusol - Developed in concert with a leading board certified Allergy and Sinus specialist, SINUSOL(TM) is a unique nasal and sinus solution that pleasantly cleanses and moisturizes the nasal and sinusmucosa. Sinusol(TM) thins nasal solutions to clear stuffy and blocked allergic nasal passages as well as relieves sneezing and sinus pressure. Sinusol(TM), is the safe and natural alternative to over the counter nasal sprays and saline products that contain irritating preservatives and additives. RESULTS OF OPERATIONS Basis of Presentation The results of operations set forth below for the periods ended September 30, 2006 and September 30, 2005 are those of the continuing operations of Advanced Plant Pharmaceuticals, Inc. 8 The following table sets forth, for the periods indicated, certain selected financial data from continuing operations:

Three Months Ended Nine Months Ended September 30, September 30, ----------------------- ------------------------- 2006 2005 2006 2005 ----------- --------- ----------- ----------- Revenue $ 3,224 $ 1,458 $ 7,775 $ 7,387 Cost of Goods Sold 3,450 122 3,450 1,948 Selling, general and administrative 1,716,426 249,323 2,314,597 655,504 Salaries and Consulting Fees 5,452,341 159,197 5,877,741 424,610 Depreciation 279 279 837 838 ----------- --------- ----------- ----------- Net Operating Loss $(7,169,272) $(407,463) $(8,188,850) $(1,075,513) ----------- --------- ----------- -----------

Comparison of the Three Months Ended September 30, 2006 versus September 30, 2005 Revenues Revenues for the three month period ended September 30, 2006 were $3,224 as compared to $1,458 for the three month period ended September 30, 2005, which represents an increase of $1,766. This increase in revenues from the prior year is primarily due to more purchases from our exclusive distributors. Cost and Expenses Costs of goods sold for the three month period ended September 30, 2006 were $3,450 as compared to $122 for the three month period ended September 30, 2005, an increase of $3,328. This increase was primarily due to the use of product in connection with clinical trials. Our selling, general and administrative (SG&A) expenses increased to $1,716,426 in the three month period ended September 30, 2006 from $249,323 in the comparable period for 2005. This increase in SG&A expenses is primarily based on stock issued for services. Our salaries and consulting fees increased to $5,452,341 for the three months ended September 30, 2006 from $159,197 for the comparable period in 2005. This increase results from the transfer of stock held for investment to three officers and stockholders for services. Our cost of goods sold as a percentage of revenue increased to 107% in the three month period ended September 30, 2006 from 8% in the comparable period in 2005. This increase was primarily attributable to the use of product in connection with clinical trials. Net Operating Loss We had a net operating loss of $7,169,272 for the three months ended September 30, 2006 compared to a net operating loss of $407,463 for the comparable period in 2005. We had higher operating losses compared to the comparable period for 2005 due to significant increases in salaries, consulting fees, and selling, general, and administrative expenses. Net Loss and Net Loss Per Share Our net loss and net loss per share was $7,169,492 and $0.01 for the three month period ended September 30, 2006, as compared to net income and earnings per share of $228,786 and $0.00 for the three month period ended September 30, 2005, an increase of $7,398,278. This increase in loss was due primarily to significant increases in salaries, consulting fees, and selling, general, and administrative expenses. 9 Other Matters We do not anticipate any material capital expenditures and believe that any such expenditures will be in the natural course of our business. We do not have any significant elements of income or loss that do not arise from our continuing operations and our business is not seasonal. We believe that the impact of inflation on our operations since our inception has not been material. Comparison of the Nine Months Ended September 30, 2006 versus September 30, 2005 Revenues Revenues for the nine month period ended September 30, 2006 were $7,775 as compared to $7,387 for the nine month period ended September 30, 2005, which represents an increase of $388. This increase in revenues from the prior year is primarily due to more purchases from our exclusive distributors. Cost and Expenses Costs of goods sold for the nine month period ended September 30, 2006 were $3,450 as compared to $1,948 for the nine month period ended September 30, 2005, an increase of $1,502. This increase was primarily due to the use of product in connection with clinical trials. Our selling, general and administrative (SG&A) expenses increased to $2,314,597 in the nine month period ended September 30, 2006 from $655,504 in the comparable period for 2005. This increase in SG&A expenses is primarily based on stock issued for services. Our salaries and consulting fees increased to $5,877,741 for the nine months ended September 30, 2006 from $424,610 for the comparable period in 2005. This increase results from the transfer of stock held for investment to three officers and stockholders for services. Our cost of goods sold as a percentage of revenue increased to 44% in the nine month period ended September 30, 2006 from 26% in the comparable period in 2005. This increase was primarily attributable to the use of product in connection with clinical trials. Net Operating Loss We had a net operating loss of $8,188,850 for the nine months ended September 30, 2006 compared to a net operating loss of $1,075,513 for the comparable period in 2005. We had higher operating losses compared to the comparable period for 2005 due to significant increases in salaries, consulting fees, and selling, general, and administrative expenses. Net Loss and Net Loss Per Share Our net loss and net loss per share was $8,123,738 and $0.01 for the nine month period ended September 30, 2006, as compared to $439,294 and $0.00 for the nine month period ended September 30, 2005, an increase of $7,684,444. This increase was due primarily to due primarily to significant increases in salaries, consulting fees, and selling, general, and administrative expenses. Liquidity and Capital Resources At September 30, 2006, we had working capital deficiency of $2,189,889 as compared to $3,290,487 at September 30, 2005. We had cash of $43 at September 30, 2006, compared to having cash of $560 at September 30, 2005. Our operating activities used $349,574 for the nine months ended September 30, 2006 compared to using $469,805 in the nine months ended September 30, 2005. Our operating loss of $8,123,738 was significantly offset by stock issued for services and stock held for investment issued for services and payment of liabilities. Net cash flows provided by investing activities was $65,000 for the nine months ended September 30, 2006, compared to net cash flows used in investing activities of $5,579 in the nine months ended September 30, 2005. These cash flows were related to an amount due from related parties. 10 Net cash flows provided by financing activities were $272,929 for the nine months ended September 30, 2006, compared to net cash provided by financing activities of $474,899 in the nine months ended September 30, 2005. We anticipate that we will need additional financing to finance our proposed growth over the next 12 months. We are currently looking to raise such amount via a private placement of our debt and/or equity securities. There are no assurances that we will be able to raise the requisite funds. If we are unable to secure financing we may need to curtail our growth plans. Our working capital is not sufficient to meet our obligations. These factors raise substantial doubt about our ability to continue as a going concern. If we need to obtain capital, no assurance can be given that we will be able to obtain this capital on acceptable terms, if at all. In such an event, this may have a materially adverse effect on our business, operating results and financial condition. If the need arises, we may attempt to obtain funding through the use of various types of short term funding, loans or working capital financing arrangements from banks or financial institutions. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Item 3. Controls and Procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and principal financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure There was no change in our internal controls or in other factors that could affect these controls during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings. We are not currently a party to any legal proceedings required to be described in response to Item 103 of Regulation S-B. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. 11 Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. In the 3rd quarter of 2006, the Company transferred certain of the Mazal Plant Pharmaceuticals (fka Akid Corporation) common stock held by it as follows: (i) 16 million shares were transferred to a significant stockholder/related party consultant in payment of accrued consulting fees and loans payable and (ii) 1 million shares to an employee as payment of accrued salary. Prior to these transactions, the Company held 20 million shares of Mazal common stock, or approximately 53%, based on approximately 38 million shares outstanding at 6/30/06. After consummation of these transactions, the Company now holds approximately 8% of Mazal's outstanding common stock. Item 6. Exhibits. EXHIBIT NO. IDENTIFICATION OF EXHIBIT -------- --------------------------------------------------------------------- 3.1 Certificate of Incorporation (2) 3.2 Agreement and Plan of Merger (2) 3.3 Bylaws (2) 10.1 Asset Purchase Agreement entered into between APPI and Amazing Nutritionals (1) 10.2 Asset Purchase Agreement entered into between APPI and Mazal Plant Pharmaceuticals (1) 31.1 * Certification of David Lieberman, President, Chief Executive Officer and Chief Financial Officer of Advanced Plant Pharmaceuticals, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002. 32.1 * Certification of David Lieberman, President, Chief Executive Officer and Chief Financial Officer of Advanced Plant Pharmaceuticals, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002. ---------- (1) Filed as an exhibit to the Form 10-KSB filed on April 14, 2004. (2) Filed as exhibits to Form 10-SB, dated, July 23, 1999, as amended from time to time * Filed Herewith 12 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ADVANCED PLANT PHARMACEUTICALS, INC. Dated: January 9, 2007 By /s/ David Lieberman ------------------------------------- David Lieberman President, Chief Executive Officer, Chief Financial Officer and Sole Director (Principal Executive, Financial and Accounting Officer) 13