As filed with the Securities and Exchange Commission on June 2, 2004
                                                          Reg. No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    _________________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ___________________________________

                       Advance Plant Pharmaceuticals, Inc.
             (Exact name of registrant as specified in its charter)

                     Delaware                           59-2762023
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)             identification No.)


                               43 West 33rd Street
                            New York, New York 10001
               (Address of principal executive offices) (Zip Code)

                ________________________________________________


                        2004 SECOND INCENTIVE STOCK PLAN
                              (Full title of plan)

                        ________________________________

                              David Lieberman, CEO
                               43 West 33rd Street
                            New York, New York 10001
                     (Name and address of agent for service)

                                  212-695-3334
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                     1065 Avenue of the Americas, 21st Floor
                            New York, New York 10018
                                  212-930-9700


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       Aggregate offering    Amount of
to be registered        Registered            per share*           Price                 Registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                     <C>                            <C>                <C>
Common Stock            15,000,000                     $0.01              $150,000
($.0007 par value)                                                                            $19.01
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

* Estimated solely for the purpose of determining the amount of registration fee
and  pursuant to Rules 457(c) and 457 (h) of the General  Rules and  Regulations
under the  Securities  Act of 1993,  based upon the  average of the high and low
selling prices per share of Common Stock of Advanced Plant Pharmaceuticals, Inc.
on June 1, 2004.



                                       1
<PAGE>

                                     PART I

Item 1.  Plan Information.

         The documents  containing the  information  specified in Item 1 will be
sent or given to participants in the  Registrant's  2004 Incentive Stock Plan as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2.  Registrant Information, the 2004 Incentive Stock Plan.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants,  pursuant to Rule 428(b) or additional  information  about the 2004
Second Incentive Stock Plan are available without charge by contacting:

David Lieberman, CEO
43 West 33rd Street
New York, New York 10001
212-695-3334

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents  listed below. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents:

         o        Reference is made to the  Registrant's  annual  report on Form
                  10-KSB/A,  as filed with the SEC on April 16,  2004,  which is
                  hereby incorporated by reference.

         o        Reference is made to the Registrant's quarterly report on Form
                  10-QSB, as filed with the SEC on May 24, 2004, which is hereby
                  incorporated by reference.

         o        Reference is made to the Registrant's information statement on
                  Schedule 14C as filed with the SEC on January 9, 2004.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in the  Act  and  is,  therefore,  unenforceable.  The  Company's
Certificate of  Incorporation  provides that no director of the Company shall be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of fiduciary  duty as a director  except as limited by Delaware  law. The
Company's  Bylaws  provide that the Company  shall  indemnify to the full extent
authorized by law each of its directors and officers against  expenses  incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.



                                       2
<PAGE>

         Insofar as  indemnification  for liabilities may be invoked to disclaim
liability for damages  arising under the Securities Act of 1933, as amended,  or
the Securities  Act of 1934,  (collectively,  the "Acts") as amended,  it is the
position of the Securities and Exchange Commission that such  indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         EXHIBIT
         NUMBER   EXHIBIT
         ------   -------

         4.1      2004 Second Incentive Stock Plan

         5.1      Opinion of Sichenzia Ross Friedman Ference LLP

        23.1      Consent of Livingston, Wachtell & Co., LLP

        23.2      Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           To include any material  information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such information in the Registration Statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission  SEC such  indemnification  is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       3
<PAGE>

                                   Signatures

         In accordance with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements of an amendment to a filing on Form S-8 and authorized this
amendment  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on June 2, 2004.

                        ADVANCE PLANT PHARMACEUTICALS, INC..

                        /s/ David Lieberman
                        -------------------------------------------
                        David Lieberman
                        Chief Executive Officer
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 11873}]
{"company-data": {"conformed-name": "ADVANCED PLANT PHARMACEUTICALS INC", "cik": "0000943535", "assigned-sic": "2020", "irs-number": "592762023", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116115", "film-number": "04845971"}, "business-address": {"street1": "43 W 33RD STREET", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2124027878"}, "mail-address": {"street1": "43 W 33RD STREET", "city": "NEW YORK", "state": "NY", "zip": "10001"}}
As filed with the Securities and Exchange Commission on June 2, 2004
                                                          Reg. No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    _________________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ___________________________________

                       Advance Plant Pharmaceuticals, Inc.
             (Exact name of registrant as specified in its charter)

                     Delaware                           59-2762023
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)             identification No.)

                               43 West 33rd Street
                            New York, New York 10001
               (Address of principal executive offices) (Zip Code)

                ________________________________________________

                        2004 SECOND INCENTIVE STOCK PLAN
                              (Full title of plan)

                        ________________________________

                              David Lieberman, CEO
                               43 West 33rd Street
                            New York, New York 10001
                     (Name and address of agent for service)

                                  212-695-3334
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                     1065 Avenue of the Americas, 21st Floor
                            New York, New York 10018
                                  212-930-9700

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       Aggregate offering    Amount of
to be registered        Registered            per share*           Price                 Registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock            15,000,000                     $0.01              $150,000
($.0007 par value)                                                                            $19.01
----------------------- --------------------- -------------------- --------------------- --------------------
* Estimated solely for the purpose of determining the amount of registration fee
and  pursuant to Rules 457(c) and 457 (h) of the General  Rules and  Regulations
under the  Securities  Act of 1993,  based upon the  average of the high and low
selling prices per share of Common Stock of Advanced Plant Pharmaceuticals, Inc.
on June 1, 2004.

                                       1
PART I

Item 1.  Plan Information.

         The documents  containing the  information  specified in Item 1 will be
sent or given to participants in the  Registrant's  2004 Incentive Stock Plan as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2.  Registrant Information, the 2004 Incentive Stock Plan.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants,  pursuant to Rule 428(b) or additional  information  about the 2004
Second Incentive Stock Plan are available without charge by contacting:

David Lieberman, CEO
43 West 33rd Street
New York, New York 10001
212-695-3334

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents  listed below. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents:

         o        Reference is made to the  Registrant's  annual  report on Form
                  10-KSB/A,  as filed with the SEC on April 16,  2004,  which is
                  hereby incorporated by reference.

         o        Reference is made to the Registrant's quarterly report on Form
                  10-QSB, as filed with the SEC on May 24, 2004, which is hereby
                  incorporated by reference.

         o        Reference is made to the Registrant's information statement on
                  Schedule 14C as filed with the SEC on January 9, 2004.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in the  Act  and  is,  therefore,  unenforceable.  The  Company's
Certificate of  Incorporation  provides that no director of the Company shall be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of fiduciary  duty as a director  except as limited by Delaware  law. The
Company's  Bylaws  provide that the Company  shall  indemnify to the full extent
authorized by law each of its directors and officers against  expenses  incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.

                                       2
Insofar as  indemnification  for liabilities may be invoked to disclaim
liability for damages  arising under the Securities Act of 1933, as amended,  or
the Securities  Act of 1934,  (collectively,  the "Acts") as amended,  it is the
position of the Securities and Exchange Commission that such  indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         EXHIBIT
         NUMBER   EXHIBIT
         ------   -------

         4.1      2004 Second Incentive Stock Plan

         5.1      Opinion of Sichenzia Ross Friedman Ference LLP

        23.1      Consent of Livingston, Wachtell & Co., LLP

        23.2      Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           To include any material  information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such information in the Registration Statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission  SEC such  indemnification  is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       3
Signatures

         In accordance with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements of an amendment to a filing on Form S-8 and authorized this
amendment  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on June 2, 2004.

                        ADVANCE PLANT PHARMACEUTICALS, INC..

                        /s/ David Lieberman
                        -------------------------------------------
                        David Lieberman
                        Chief Executive Officer