10QSB 1 v085624_10qsb.htm
 

 
 
FORM 10-QSB 
 
 
SECURITIES AND EXCHANGE COMMISSION 
 
Washington, D.C. 20549 
(Mark One)  
 
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2007
 
 
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 No. 000-29462

ADVANCED PLANT PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)
      
   
Delaware
 
59-276023
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
43 West 33rd Street
New York, NY
 
10001
(Address of principal executive office)
 
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
(212)695-3334
 
 
 
 

 

Former name, former address and former fiscal year, if changed since last report.
 

 
 

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
Yes x     No o 
 
 
Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
 
 
Yes o     No x 
 
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
 
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date:
 
 
880.000.000 shares of Common Stock, $.0007 par value as of June 30, 2007
 




Item 1. Financial Statements

ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


   
June 30,
 
 December 31,
 
 
 
2007
 
 2006
 
 
 
Unaudited
 
  
 
ASSETS
          
CURRENT ASSETS
          
Prepaid consulting expenses
 
$
-
 
$
7,600
 
Total Current Assets
         
7,600
 
               
OFFICE EQUIPMENT, net of accumulated depreciation of $4,353 and $4,058, respectively
   
-
   
295
 
OTHER ASSETS
             
Goodwill
   
328,648
   
-
 
Due from related companies
   
15,620
   
16,120
 
Other assets
   
5,479
   
5,679
 
     
349,747
   
21,799
 
Total Assets
 
$
349,747
 
$
29,694
 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
             
               
CURRENT LIABILITIES
             
Bank overdraft
 
$
8,373
 
$
5,468
 
Accounts payable
   
230,048
   
181,946
 
Accrued expenses
   
413,631
   
425,694
 
Accrued expenses payable in common stock
   
119,096
   
-
 
Accrued expenses - stockholders
   
1,002,361
   
871,549
 
Due to related companies
   
8,484
   
8,484
 
Deposits to acquire stock
   
108,000
   
-
 
Acquisition payable in common stock
   
300,000
   
-
 
Loan payable
   
11,000
   
-
 
Loans payable - stockholders
   
338,040
   
305,993
 
Total Current Liabilities
   
2,539,033
   
1,799,134
 
               
STOCKHOLDERS’ DEFICIENCY
             
Preferred stock, authorized 10,000,000 shares; $0.0007 par value; 5,000,000 shares issued and outstanding at June 30, 2007 and December 31, 2006
   
3,500
   
3,500
 
Common stock, authorized 880,000,000 shares; $0.0007 par value; 880,000,000 and 875,157,996 shares issued and outstanding at June 30, 2007 and December 31, 2006
   
616,000
   
612,611
 
 Additional paid-in capital
   
22,163,268
   
21,982,453
 
 Accumulated deficit
   
(24,972,054
)
 
(24,368,004
)
               
 Total Stockholders’ Deficiency
   
( 2,189,286
)
 
(1,769,440
)
Total Liabilities and Stockholders’ Deficiency
 
$
349,747
 
$
29,694
 


See accompanying notes to financial statements.
 
 
F-1

ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

   
For the Three Months Ended
 
 For the Six Months Ended
 
 
 
June 30,
 
  
 
 June 30,
 
 
 
 
 
2007
 
 2006
 
 2007
 
 2006
 
                           
REVENUE - SALES
 
$
185
 
$
2,575
 
$
4,222
 
$
4,551
 
                           
COSTS AND EXPENSES
                         
Cost of goods sold
   
-
   
-
   
578
   
-
 
Salaries and consulting fees - officers
   
79,500
   
79,500
   
159,000
   
159,000
 
Selling, general and administrative expenses
   
39,660
   
175,169
   
448,331
   
199,193
 
Depreciation
   
114
   
279
   
295
   
558
 
                           
Total Costs and Expenses
   
119,274
   
254,948
   
608,204
   
358,751
 
                           
NET OPERATING LOSS
   
(119,089
)
 
(252,373
)
 
(603,982
)
 
(354,200
)
                           
OTHER INCOME (EXPENSE)
                         
Gain on sale of investment
   
-
   
308,300
   
-
   
308,300
 
Interest expense
   
(21
)
 
(125
)
 
(68
)
 
(4,168
)
                           
Net Other Income (Expense)
   
(21
)
 
308,175
   
(68
)
 
304,132
 
                           
INCOME (LOSS) BEFORE
DISCONTINUED OPERATIONS
   
(119,110
)
 
55,802
   
(604,050
)
 
(50,068
)
                           
Loss from discontinued operations
         
(132,474
)
       
(665,378
)
                           
NET LOSS
 
$
(119,110
)
$
(76,672
)
$
(604,050
)
$
(715,446
)
                           
NET LOSS PER SHARE OF COMMON STOCK
                         
                           
Loss before discontinued operations
(basic and fully diluted)
 
$
( 0.01
)
$
(0.01
)
$
( 0.01
)
$
(0.01
)
                           
Net loss (basic and fully diluted)
 
$
( 0.01
)
$
(0.01
)
$
( 0.01
)
$
(0.01
)
                           
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
(basic and fully diluted)
   
880,000,000
   
798,157,996
   
879,901,138
   
798,157,996
 



See accompanying notes to financial statements.
 
 
F-2

ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


   
 For Six Months Ended
 
 
 
 June 30,
 
 
 
 2007
 
 2006
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
 
$
(604,050
)
$
(715,446
)
Adjustments to reconcile net loss to cash flows used in operating activities
             
Stock issued for services
   
267,300
   
324,000
 
Gain on sale of investment
         
(308,000
)
Stock held for investment issued for services
         
72,000
 
Depreciation expense
   
295
   
558
 
Changes in assets and liabilities:
             
Decrease in accounts receivable
         
1,188
 
Decrease in prepaid expenses - officers
         
21,668
 
Decrease in prepaid consulting expenses
   
7,600
       
Decrease (increase) in due from related company
   
500
   
(4,500
)
Increase (decrease) in accounts payable
   
88,302
   
(35,789
)
(Decrease) increase in accrued expenses
   
(12,063
)
 
128,773
 
Increase in accrued expenses - shareholders
   
146,812
   
226,986
 
Net cash used in operating activities
   
(105,304
)
 
(288,862
)
               
CASH FLOWS FROM INVESTING ACTIVITIES
             
Proceeds from disposition of stock held for investment
         
65,000
 
Net cash provided by investing activities
         
65,000
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Cash received in acquisition of subsidiary
   
1,417
       
Bank overdraft
   
2,905
   
(2,295
)
Proceeds from loan payable
   
11,000
       
Proceeds from loans payable - stockholders’
   
34,832
   
5,353
 
Payments on loans payable - stockholders’
   
(2,850
)
     
Proceeds from issuance of former subsidiary’s common stock
         
145,000
 
Proceeds from deposits to acquire stock
   
58,000
   
67,500
 
Net cash provided by financing activities
   
105,304
   
215,558
 
               
Net increase (decrease) in cash
   
-
   
(8,304
) 
               
CASH AT BEGINNING OF PERIOD
   
-
   
(11,688
) 
               
CASH AT END OF PERIOD
 
$
-
 
$
3,384
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
             
Interest paid
 
$
68
   
4,168
 
See accompanying notes to financial statements.
 
F-3



ADVANCED PLANT PHARMACEUTICALS, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)




   
For the Three Months Ended
 
   
June 30,
     
   
2007
 
2006
 
NON-CASH INVESTING AND FINANCING ACTIVITIES
         
               
Issuance of common stock as compensation
   
267,300
       
               
Issuance of Mazal common stock for services classified as a deferred credit
       
$
324,000
 
               
Miscellaneous receivable from sale of stock held for investment
         
5,000
 
               
Issuance of stock held for investment in payment of Accrued expenses - officers
   
16,000
   
168,000
 
               
Issuance of common stock in satisfaction of Accounts payable
   
40,200
       
               
Common stock in excess of authorized number of shares Reclassified to accrued expenses payable in common stock
   
119,096
       
               
Common stock in excess of authorized number of shares Reclassified to deposits to acquire stock
   
50,000
       
               
Assets acquired and liabilities assumed in acquisition of subsidiary:
             
               
Cash
   
1,417
       
Due from related company
   
5,618
       
Goodwill
   
328,648
       
Loans payable - stockholder
   
(5,683
)
     
Acquisition payable in common stock
   
(300,000
)
     
Issuance of common stock
   
(30,000
)
     



 
See accompanying notes to financial statements.


F-4


ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
June 30, 2007


1. 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 six months ended June 30, 2007 are not indicative of the results of operations for the year ended December 31, 2007. 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, 2006.

2. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements for the six months ended June 30, 2007 include the accounts of Advanced Plant Pharmaceuticals, Inc. (“APPI”) and its wholly owned subsidiary World Health Energy, Inc. (“WHE”) acquired on February 8, 2007. The results of operations for WHE are included from January 1, 2007 through June 30, 2007 as WHE had minimal operating activity. All intercompany transactions have been eliminated.

WHE has the technical knowledge to operate Bio-Diesel fuel plants.

3. COMMITMENTS AND CONTINGENCIES

The Company has employment agreements with two employees and a consulting contract with a key consultant, who are also stockholders of the Company. At June 30, 2007, the Company has a total liability for accrued salaries and consulting expense to stockholders of $869,050. 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.

4. ACCRUED EXPENSES PAYABLE IN COMMON STOCK

Accrued expenses payable in common stock in the amount of $119,096 represents the value of 32,157,996 shares of common stock approved for issuance by the Company’s director. These shares were recorded as issued and outstanding in 2005 and 2006 for services rendered pursuant to unanimous consents of the sole director of the Company, contracts and agreements. The shares were reclassified from common stock and additional paid in capital in January 2007 as the Company issued stock through its transfer agent to others that exceeded the number of shares of common stock authorized for issuance by the Company pursuant to its Articles of Incorporation. See Note 7.

5. DEPOSITS TO ACQUIRE STOCK

The deposits at acquire stock include $50,000 received as part of a letter of intent with H & H Equipment Company, Inc (“H&H”) to provide $1,200,000 for the construction of two Bio-Diesel plants for the Company in exchange for a 33% interest in the Company in the form of convertible preferred stock.
 


 
ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
June 30, 2007


5. DEPOSITS TO ACQUIRE STOCK (CONTINUED)

Deposits to acquire stock also include $50,000 received from Ezriel Silberberg pursuant to a stock purchase agreement to acquire 25,000,000 shares of the Company’s common stock. The proceeds were received in 2006 and the shares were included in shares issued and outstanding at December 31, 2006. The deposit was reclassified from common stock and additional paid in capital in January 2007 as the company issued stock through its stock transfer agent to others and exceeded the number of shares of common stock authorized for issuance by the Company pursuant to its Articles of Incorporation. See Note 7.


6. ISSUANCE OF COMMON STOCK
 
On January 4, 2007, the Company issued 4,000,000 shares of its common stock to its attorneys in consideration of accrued legal services at $0.0072 per share. The aggregate remuneration of $28,800 has been treated as payment of accrued liabilities to the attorneys.
 
On January 8, 2007, the Company issued 6,000,000 shares of its common stock to a consultant as a penalty for late payment at $0.0063 per share. The aggregate remuneration of $37,800 has been treated as stock based compensation and expensed in the current year.
 
On January 25, 2007, the Company issued 30,000,000 shares of its common stock to a consultant for services at $0.0053 per share. The aggregate remuneration of $159,000 has been treated as stock based compensation and expensed in the current period.
 
On February 1, 2007, the Company issued 15,000,000 shares of its common stock to a consultant for services at $0.0047 per share. The aggregate remuneration of $70,500 has been treated as stock based compensation and expensed in the current period.
 
On February 7, 2007, the Company issued 5,000,000 shares of its common stock to acquire a 100% interest in World Health Energy Inc. (“WHE”) at $0.006 per share. In addition, the Company recorded a liability for the future issuance of an additional 50,000,000 shares of its common stock at $0.006 per share as part of the acquisition of WHE. The aggregate value of the acquisition was $330,000, of which $30,000 represented the value of the common stock issued and $300,000 represented the liability for future issuance of shares and is classified as acquisition payable in common stock.
 
On February 13, 2007, the Company issued 1,000,000 shares of its common stock to its attorneys for legal services at $0.0062 per share. The aggregate remuneration of $6,200 has been treated as legal fees and expensed in the current period.
 
On February 21, 2007, the Company issued 1,000,000 shares of its common stock to its attorneys for legal services at $0.0052 per share. The aggregate remuneration of $5,200 has been treated as legal fees and expensed in the current period.
 
The Company’s Articles of Incorporation allow for the issuance of no more than 880,000,000 shares of its common stock. At June 30, 2007, the Company has approved through the approval of unanimous consents of the sole director of the Company, and executed contracts and agreements with numerous third parties, the issuance of 107,157,996 in excess of the authorized number of shares allowed to be issued. In addition, common stock issued and outstanding at June 30, 2007 includes 11,592,004 shares approved for issuance by the Company but which have not been issued by the company’s stock transfer agent.
 


 
ADVANCED PLANT PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
June 30, 2007

 

 
7. 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 $2,539,033, resulting in negative working capital and an accumulated deficit of $24,972,054. 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.
 

8. RECLASSIFICATIONS

Certain reclassifications have been made to the financial statements for the three and six months ended June 30, 2006 to conform to the presentation used in the financial statements as of June 30, 2007 and for the three and six month periods then ended.





INDEX
 
PART I. - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
Consolidated Balance Sheets at June 30, 2007 (unaudited) and December 31, 2006
 
Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)
 
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)
 
Notes to Interim Financial Statements as of June 30, 2007 (unaudited)
 
Item 2 Management’s Discussion and Analysis or Plan of Operations
 
Item 3 Controls and Procedures
 
PART II. - OTHER INFORMATION
 
Item 1 Legal Proceedings
 
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
 
Item 3 Defaults upon senior securities
 
Item 4 Submission of matters to a vote of security holders
 
Item 5 Other information
 
Item 6 Exhibits and reports on Form 8-K
 




 

PART I. FINANCIAL INFORMATION
 

 

INDEX TO FINANCIAL STATEMENTS



Balance Sheets
F-1
   
Statements of Operations
F-2
   
Statements of Cash Flows
F-3
   
Notes to Financial Statements
F-4










Except as stated herein, there have been no material changes in our risk factors from those disclosed in our 2007 Annual Report on Form 10-KSB.

 
 
 
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-QSB contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.


GENERAL

We previously focused on the research and development of plant based dietary supplements. We were not successful in this endeavor and have decided to focus our attention on the development of our wholly owned subsidiary, World Health Energy, Inc. (“WHE”).

World Health Energy Inc. is a developmental stage company with no operations to date. Its primary business objective is to produce and market high-quality, low-cost B100 biodiesel. In addition to the production of biodiesel, WHE intends to design and manufacture biodiesel production plants in varying capacities to meet the demand of the market, thereby, providing much needed complementary renewable energy solutions to the international biodiesel communities. WHE hopes to establish strategic alliances and partnerships with proposed leased and owned facilities and make resale arrangements with energy suppliers.

Due to insufficient funding, the Company has not been able to undertake these activities nor can there be any assurance that we will identify adequate funding to launch any of these programs in the future. We have however signed a Letter of Intent with H & H Equipment Company (“H&H ”) which provides in part for H&H to provide $1.2 million for the construction of tow bio-diesel plants in exchange for a 33% interest in the Company in the form of convertible preferred stock. Closing will be subject to further due diligence and execution of a definitive stock purchase agreement.






Comparison of Operating Results for the three and six months ended June 30, 2007 and June 30, 2006.


Revenues

For the three month and six months ended June 30, 2007 we had revenues of $185 and $4,222 as compared to $2,575 and $4,551 for the three and six months ended June 30, 2006. The significant decline in revenues during our latest quarter is the result of our decision to phase out our plant based dietary supplement business. .

Net Loss

Net loss for the three and six months ended June 30, 2007 was $(119,110) and $(603,982) as compared to a net loss for the comparable periods in 2006 of $(76,672) and $(715,446). Investors should note that we recorded in 2006 a gain on the sale of investment assets of $308,300 in comparing 2007 and 2006 operating results.

We have recorded in all periods a net loss per share of $(.01).

Operating Expenses

Salaries and consulting fees for three and six month periods $79,500 and $159,000 in 2007 and 2006. Selling, general and administrative costs for the three months ended June 30, 2007 was $39,660 and $448,331 as compared to $175,169 and $199,193 in 2006. Except for the three months ended June 30, 2007, most of the operating expenses we incurred for the quarter represented stock issued for services rendered.

Liquidity and Capital Resources


As of June 30, 2007 we had total assets of $349,747 as compared to total assets of $29,694 as of December 31, 2006. The primary reason for this significant increase in our assets is directly attributable to our acquisition of WHE for which we have allocated $328,648 as goodwill.  At the time of the acquisition of WHE, WHE had assets of $1,352. We are obligated to issue to the shareholders of WHE a total of 55 million shares of our common stock which we have valued at $330,000. The difference between WHE’s book value and the value of our common stock has been recorded as goodwill.

We have current liabilities totaling $2,539,033 as compared to $1,799,134 as of December 31, 2006. Our accounts payable and accrued expenses total $230,048 and $413,631 respectively as compared to $181,946 and $425,694 at December 31, 2006. We also recorded accrued expenses due stockholders of $1,002,361 as compared to $871,549 as of December 31, 2006. We have recorded as a liability deposits to acquire shares of our common stock of $108,000, acquisitions related to WHE payable in common stock of $300,000 and loans payable to stockholders of $338,040 as compared to $305,993 as of December 31, 2007. Since we do not have a sufficient number of shares available to issue under our articles of incorporation, we intend to increase the number of our authorized shares.

We use available finances to fund ongoing operations. Funds will be used for general and administrative expenses, We do not have sufficient funds available to meet our current liabilities. Unless we secure additional financing, it is unlikely that we will be able to continue our current operations.


 
Going concern

As reflected in the accompanying financial statements, the Company has current liabilities of $2,539,033 and current assets of $349,747. We have a working capital deficit of $2,189,286 and an accumulated deficit of $24,972,054. 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.



As of the end of the period covered by this Report, the Company's chief executive officer and its principal financial officer, (the “Certifying Officers”) evaluated the effectiveness of the Company's "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. David Lieberman, is our chief executive officer and chief financial officer. Based on that evaluation, the Certifying Officers concluded that, as of the date of their evaluation, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company's periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management, including these officers, to allow timely decisions regarding required disclosure.

The Certifying Officers have also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

Notwithstanding the foregoing, management has determined that stricter controls regarding the issuance of its common stock are in order. Specifically, since David Lieberman is currently the sole officer and director of the Company, all common stock issuance have been pursuant to written consent of the sole directors. All of these actions have not been communicated to the Company’s transfer agent which, had these measures been properly taken, resulted in the issuance of common stock beyond the authorized capitalization of the Company. Management has for the future undertaken to confirm with third parties regarding the validity of any stock issuance and to immediately forward all board resolutions to the Company’s transfer agent.

Our management, including the Certifying Officers, do not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


 
PART II. OTHER INFORMATION
 
 
Item 1. Legal Proceedings.
 
 
In April 2007, we were sued in the United States District Court for the District of New Jersey (Case No. 07-CV-831) for breach of contract arising from an agreement entered into in 1996. The claimant seeks damages in excess of $1.2 million. The Company believes that it has meritorious defenses and has filed a Motion to Dismiss.
 
 
Item 2. Unregistered Sales of Equity Securities,
 
During the quarter ended June 30, 2007 we did not issue any shares of our common stock. We did however receive a deposit of $50,000 in connection with a proposed financing of our Bio Diesel plant..

 
Item 3. Defaults upon senior securities.
 
 
None.
 
 
Item 4. Submission of matters to a vote of security holders.
 
 
There were no matters submitted during the quarter ended June 30, 2007 to a vote of the Company’s securities holders.
 
 
 
None


Exhibit No.
 
Description
     
31.1
 
Section 302 Certification of the Principal Executive Officer *
     
31.2
 
Section 302 Certification of the Principal Financial Officer *
     
32.1
 
Section 906 Certification of Principal Executive Officer *
     
32.2
 
Section 906 Certification of Principal Financial and Accounting Officer *

* Filed herewith



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 
ADVANCED PLANT PHARMACEUTICALS, INC.
 
 
 
 
 
 
Date: August 20, 2007 By:   /s/ David Lieberman
 
David Lieberman
CEO and Director
   

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

       
/s/ David Lieberman     Date: August 20, 2007

David Lieberman
CEO/ Director