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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                                ----------------
             (Exact name of registrant as specified in its charter)

                               DELAWARE 59-2762023

                               -------- ---------
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

                               43 West 33rd Street
                            New York, New York 10001

                       -----------------------------------
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-30256

                      Compensation for Individuals Services

                           ---------------------------
                            (Full title of the plan)

                           David Lieberman, President
                               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)
                                  -------------

                                          CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                   Proposed       Proposed
Title of              Amount       Maximum        Maximum                            Amount of
Securities to          to be      Offering Price  Aggregate                        Registration
Be Registered       Registered    Per Share (1)   Offering Price (1)    Fee
----------------    ---------    ---------------  ------------------               -------------
<S>                 <C>             <C>            <C>                  <C>          <C>
Common Stock,       10,000,000      $ .024         $240,000                          $19.42
par value $.0007
per share
</TABLE>

--------------------------------------------------------------------------------

         (1)      Estimated  solely for the purpose of calculating the amount of
                  the  registration  fee  pursuant  to Rule  457,  based  on the
                  closing  price of the Common  Stock,  as  reported  by the OTC
                  Bulletin Board, on August 12, 2003

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


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Advanced Plant  Pharmaceuticals,  Inc., 43 West 33rd Street,  New York, New York
10001

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. Advanced  Plant  Pharmaceuticals,  Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2002;

         2. Advanced Plant Pharmaceutical Inc.'s Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2003; and

         3. All reports filed by  Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since July 23, 1999.

         All documents filed by Advanced Plant Pharmaceutical, Inc., pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
prospectus and prior to the termination of this offering,  shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference shall be modified or superseded by any  information  contained in this
prospectus  or in any other  document  filed  later with the  Commission,  which
modifies or supersedes such  information.  Any  information  that is modified or
superseded shall become a part of this prospectus as the information has been so
modified or superseded.


                                       1
<PAGE>

We will provide without charge to each person to whom a prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that  has  been   incorporated  by  reference  in  this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference into such documents).  Please direct such requests to David Lieberman,
Advanced Plant  Pharmaceuticals,  Inc., 43 West 33rd Street,  New York, New York
10001, (212) 695-3334.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby 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.

         Any statement  contained in any document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware  General  Corporation  Law (the "DGCL"),  which  provides that a
corporation may indemnify any person,  including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or is or  was  serving  at  the  request  of  such
corporation as an officer,  director,  employee, or agent of another corporation
or enterprise.  The indemnity may include expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and


                                       2
<PAGE>

reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such officer,  director,  employee, or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's best interests and, with respect to criminal  proceedings,  had no
reasonable  cause to believe that his conduct was  unlawful.  Section 145 of the
DGCL provides  further that a Delaware  corporation  may indemnify  officers and
directors  in an  action by or in the  right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above or any claim therein,  the  corporation
must  indemnify him against the expenses that such officer or director  actually
and  reasonably  incurred.  The  certificate  of  incorporation  of the  Company
provides for  indemnification  of its officers and  directors to the full extent
permitted by the DGCL.

         The  certificate of  incorporation  also provides that directors of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for unlawful  payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS.

3.1      Amended Articles of Incorporation of the Company (1)

3.2      Bylaws of the Company (1)

5        Opinion of Michael S. Krome, Esq. (2)

23.1(a)  Consent of Michael Finkelstein, C.P.A. Independent Auditor (2)

23.1(b)  Consent Of Livingston, Wachtell & Co, LLP, CPA. (2)

24.1     Consent of Michael S. Krome (included in Exhibit 5.2)

(1)      Incorporated  by reference  from the Company's  Amended  Report on Form
         10-SB,  filed  with the  Commission  on July 23,  1999,  and as amended
         thereafter, and incorporated herein by reference.

(2)      Filed Herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned the Company hereby undertakes:


                                       3
<PAGE>

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

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3)   of  the   Securities   Act  of  1933  (the
                           "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of

the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate,  represents a fundamental change in the
information set forth in the registration statement;

                  (iii)    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.

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  pubic  policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities 7(other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       4
<PAGE>

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City, County and State of New York on August 14, 2003.

                                            Advanced Plant Pharmaceuticals, Inc.
                                            By:   /s/ David Lieberman
                                            ------------------------------------
                                            David Lieberman

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints David Lieberman,  his  attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities,  to sign any or all amendments to this  Registration  Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated:

Signature                           Title                           Date
----------                          -----                           ----
(1) Principal Executive

/s/ David Lieberman                President                     August 14, 2003
-------------------
    David Lieberman

(2) Directors

/s/ David Lieberman                Sole Director                 August 14, 2003
------------------
    David Lieberman


                                       5
<PAGE>

EXHIBIT INDEX

EXHIBIT NUMBER             DESCRIPTION
--------------             -----------

3.1                        Amended Articles of Incorporation of the Company (1)

3.2                        Bylaws of the Company (1)

5                          Opinion of Michael S. Krome, Esq. (2)

23.1(a)                    Consent of Michael Finkelstein, C.P.A. Independent
                             Auditor (2)

23.1(b)                    Consent Of Livingston, Wachtell & Co, LLP, CPA. (2)

24.2                       Consent of Michael S. Krome (included in Exhibit 5.2)

(1)      Incorporated  by reference  from the Company's  Amended  Report on Form
         10-SB,  filed  with the  Commission  on July 23,  1999,  and as amended
         thereafter, and incorporated herein by reference.

(2)      Filed Herewith


                                       6
[{"type": "S-8", "sequence": "1", "filename": "appi_s-8.txt", "secsgml_size_bytes": 17529}]
{"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": "333-108101", "film-number": "03858101"}, "business-address": {"street1": "75 MAIDEN LA", "city": "NEW YORK", "state": "NY", "zip": "10038", "phone": "2124027878"}, "mail-address": {"street1": "43 W 33RD STREET", "city": "NEW YORK", "state": "NY", "zip": "10001"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                      ADVANCED PLANT PHARMACEUTICALS, INC.

                                ----------------
             (Exact name of registrant as specified in its charter)

                               DELAWARE 59-2762023

                               -------- ---------
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

                               43 West 33rd Street
                            New York, New York 10001

                       -----------------------------------
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-30256

                      Compensation for Individuals Services

                           ---------------------------
                            (Full title of the plan)

                           David Lieberman, President
                               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)
                                  -------------

                                          CALCULATION OF REGISTRATION FEE
================================================================================
Proposed       Proposed
Title of              Amount       Maximum        Maximum                            Amount of
Securities to          to be      Offering Price  Aggregate                        Registration
Be Registered       Registered    Per Share (1)   Offering Price (1)    Fee
----------------    ---------    ---------------  ------------------               -------------
Common Stock,       10,000,000      $ .024         $240,000                          $19.42
par value $.0007
per share
--------------------------------------------------------------------------------

         (1)      Estimated  solely for the purpose of calculating the amount of
                  the  registration  fee  pursuant  to Rule  457,  based  on the
                  closing  price of the Common  Stock,  as  reported  by the OTC
                  Bulletin Board, on August 12, 2003

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Advanced Plant  Pharmaceuticals,  Inc., 43 West 33rd Street,  New York, New York
10001

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. Advanced  Plant  Pharmaceuticals,  Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2002;

         2. Advanced Plant Pharmaceutical Inc.'s Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2003; and

         3. All reports filed by  Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since July 23, 1999.

         All documents filed by Advanced Plant Pharmaceutical, Inc., pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
prospectus and prior to the termination of this offering,  shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference shall be modified or superseded by any  information  contained in this
prospectus  or in any other  document  filed  later with the  Commission,  which
modifies or supersedes such  information.  Any  information  that is modified or
superseded shall become a part of this prospectus as the information has been so
modified or superseded.

                                       1
We will provide without charge to each person to whom a prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that  has  been   incorporated  by  reference  in  this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference into such documents).  Please direct such requests to David Lieberman,
Advanced Plant  Pharmaceuticals,  Inc., 43 West 33rd Street,  New York, New York
10001, (212) 695-3334.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby 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.

         Any statement  contained in any document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware  General  Corporation  Law (the "DGCL"),  which  provides that a
corporation may indemnify any person,  including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or is or  was  serving  at  the  request  of  such
corporation as an officer,  director,  employee, or agent of another corporation
or enterprise.  The indemnity may include expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and

                                       2
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such officer,  director,  employee, or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's best interests and, with respect to criminal  proceedings,  had no
reasonable  cause to believe that his conduct was  unlawful.  Section 145 of the
DGCL provides  further that a Delaware  corporation  may indemnify  officers and
directors  in an  action by or in the  right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above or any claim therein,  the  corporation
must  indemnify him against the expenses that such officer or director  actually
and  reasonably  incurred.  The  certificate  of  incorporation  of the  Company
provides for  indemnification  of its officers and  directors to the full extent
permitted by the DGCL.

         The  certificate of  incorporation  also provides that directors of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for unlawful  payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS.

3.1      Amended Articles of Incorporation of the Company (1)

3.2      Bylaws of the Company (1)

5        Opinion of Michael S. Krome, Esq. (2)

23.1(a)  Consent of Michael Finkelstein, C.P.A. Independent Auditor (2)

23.1(b)  Consent Of Livingston, Wachtell & Co, LLP, CPA. (2)

24.1     Consent of Michael S. Krome (included in Exhibit 5.2)

(1)      Incorporated  by reference  from the Company's  Amended  Report on Form
         10-SB,  filed  with the  Commission  on July 23,  1999,  and as amended
         thereafter, and incorporated herein by reference.

(2)      Filed Herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned the Company hereby undertakes:

                                       3
(a)(1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3)   of  the   Securities   Act  of  1933  (the
                           "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of

the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate,  represents a fundamental change in the
information set forth in the registration statement;

                  (iii)    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.

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  pubic  policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities 7(other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City, County and State of New York on August 14, 2003.

                                            Advanced Plant Pharmaceuticals, Inc.
                                            By:   /s/ David Lieberman
                                            ------------------------------------
                                            David Lieberman

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints David Lieberman,  his  attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities,  to sign any or all amendments to this  Registration  Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated:

Signature                           Title                           Date
----------                          -----                           ----
(1) Principal Executive

/s/ David Lieberman                President                     August 14, 2003
-------------------
    David Lieberman

(2) Directors

/s/ David Lieberman                Sole Director                 August 14, 2003
------------------
    David Lieberman

                                       5
EXHIBIT INDEX

EXHIBIT NUMBER             DESCRIPTION
--------------             -----------

3.1                        Amended Articles of Incorporation of the Company (1)

3.2                        Bylaws of the Company (1)

5                          Opinion of Michael S. Krome, Esq. (2)

23.1(a)                    Consent of Michael Finkelstein, C.P.A. Independent
                             Auditor (2)

23.1(b)                    Consent Of Livingston, Wachtell & Co, LLP, CPA. (2)

24.2                       Consent of Michael S. Krome (included in Exhibit 5.2)

(1)      Incorporated  by reference  from the Company's  Amended  Report on Form
         10-SB,  filed  with the  Commission  on July 23,  1999,  and as amended
         thereafter, and incorporated herein by reference.

(2)      Filed Herewith

                                       6