================================================================================
                       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,        2,255,000    $.012          $27,060           $7.28
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  June  21,  2002.
-----------------------------------------------------------------------------
================================================================================

<PAGE>

EXPLANATORY  NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.


                                     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,  2001;

     2.     Advanced  Plant  Pharmaceuticals,  Inc.'s  Quarterly  Report on Form
10-QSB  for  the  quarter  ended  September  30,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  September  5,  1997.

     All  documents  filed  by Advanced Plant Pharmaceuticals, 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.

     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,
President,  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

                                      -2-
<PAGE>

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

     Michael  S.  Krome,  P.C.,  as Counsel to the Company is to receive 425,000
shares as part of this Registration Statement for legal services provided and to
be  provided  to  the  Company.


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 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

                                      -3-
<PAGE>

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  Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2  Bylaws  of  the  Company,  as  amended  (1)
5.1  Opinion  of  Michael  S.  Krome,  Esq.
23.1 Consent  of  Michael  Finkelstein,  C.P.A.  Independent  Auditor
24.2 Consent  of  Michael  S.  Krome,  Esq.(included  in  Exhibit  5.1)
     (1)  Incorporated  by  reference  from the Company's Amended Report on Form
     10-SB12G,  filed  with  the  Commission  on  July  23,  1999 and as amended
     thereafter,  and  incorporated  herein  by  reference.


ITEM  9.     UNDERTAKINGS.

     The  undersigned  the  Company  hereby  undertakes:
(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.

                                      -4-
<PAGE>

          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 (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.

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  of  New  York,  State  of New York on June 24, 2002.

                                   Advanced  Plant  Pharmaceuticals,  Inc.

                                   By:   /s/  David  Lieberman
                                   ------------------------------
                                   David  Lieberman

                                      -5-
<PAGE>

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                June  24,  2002
-------------------
        David  Lieberman

(2)  Directors

/s/     Dr.  Leonard  Bielory     Chairman  of  the Board  June 24, 2002
------------------                Of  Directors
        Dr.  Leonard  Bielory

/s/     David  Lieberman          Director                 June  24,  2002
------------------
        David  Lieberman



EXHIBIT  INDEX

EXHIBITNUMBER          DESCRIPTION
-------                -----------
3.1          Amended  Articles  of  Incorporation  of  the  Company  (1)
3.2          Bylaws  of  the  Company  (1)
5.1          Opinion  of  Michael  S.  Krome,  Esq.
23.1         Consent  of  Michael  Finkelstein,  C.P.A.  Independent  Auditor
24.2         Consent  of  Michael  S.  Krome  (included  in  Exhibit  5.2)

                                      -6-
<PAGE>

(1)  Incorporated  by  reference  from  the  Company's  Amended  Report  on Form
10-SB12G, filed with the Commission on July 23, 1999, and as amended thereafter,
and  incorporated  herein  by  reference.

                                      -7-
<PAGE>
OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1

                             Michael S. Krome, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381



                                        June  24,  2002

Advanced  Plant  Pharmaceuticals,  Inc.
43  West  33rd  Street
New  York,  New  York  10001

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Advanced Plant Pharmaceuticals Inc., (the "Company") of a
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission,  covering  the  registration of 2,255,000
shares,  par  value  $0.0007  per share (the "Shares"), for issuance pursuant to
various  agreements  between the Company and the holders of the shares specified
below.

     The  shares  to  be  covered  by  the  Form  S-8  include:

     1.   400,000  shares  of Common Stock of the Company in the name of Michael
          S.  Krome, Esq., for legal services, pursuant to a retainer agreement,
          provided  on behalf of the Company and an additional 25,000 shares are
          reimbursement  for  expenses  advanced  by  Michael  S.  Krome for the
          Company,  for  a  total  of  425,000  shares  of  Common  Stock;  and
     2.   1,830,000  shares  of  common stock of the Company in the name of Mark
          Cooper,  for  payment  of  accounting  services,  valued at $0.006 per
          share.

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Amended  Articles  of  Incorporation  and By-Laws, the Minutes of the
Meetings  of  the Board of Directors of the Company as well as the originals and
copies,  certified  to my satisfaction, of such records, documents certificates,
memoranda  and  other instruments as in my judgment are necessary or appropriate
to  enable  me  to  render  the  opinion  contained herein.  We have assumed the
genuineness  and  authenticity  of  all  documents  submitted  as originals, the
conformity  to  the originals of all documents submitted to me as copies thereof
and  the  due  execution, delivery or filing of documents, where such execution,
delivery  or  filling  are  a  prerequisite  to  the  effectiveness  thereof.

                                      -8-
<PAGE>
     We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the  state  of  the  Company when the documents were filed.

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,


                                        Michael  S.  Krome

                                      -9-
<PAGE>
CONSENT  OF  INDEPENDENT  AUDITOR
EXHIBIT  23.1


                     CONSENT OF MICHAEL C. FINKELSTEIN, CPA.


     We  consent  to  the  incorporation  on  Form  S-8  by  reference  in  the
registration  statement  of Advanced Plant Pharmaceuticals, Inc. (the "Company")
our  report  dated  April  17, 2002, on our audits of the consolidated financial
statements  and  financial  statement schedule of the Company as of December 31,
2001,  and for each of the years in the two year period ended December 31, 2001,
which  report  is  included  in  the  Company's  Annual  Report  on Form 10-KSB.



/s/  Michael  C.  Finklestein,  CPA.


Morganville,  New  Jersey
June  24,  2002
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 21278}]
{"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": "333-91126", "film-number": "02686525"}, "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,        2,255,000    $.012          $27,060           $7.28
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  June  21,  2002.
-----------------------------------------------------------------------------
================================================================================
EXPLANATORY  NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.

                                     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,  2001;

     2.     Advanced  Plant  Pharmaceuticals,  Inc.'s  Quarterly  Report on Form
10-QSB  for  the  quarter  ended  September  30,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  September  5,  1997.

     All  documents  filed  by Advanced Plant Pharmaceuticals, 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.

     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,
President,  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

                                      -2-
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
                -------------------------------------------

     Michael  S.  Krome,  P.C.,  as Counsel to the Company is to receive 425,000
shares as part of this Registration Statement for legal services provided and to
be  provided  to  the  Company.

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 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

                                      -3-
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  Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2  Bylaws  of  the  Company,  as  amended  (1)
5.1  Opinion  of  Michael  S.  Krome,  Esq.
23.1 Consent  of  Michael  Finkelstein,  C.P.A.  Independent  Auditor
24.2 Consent  of  Michael  S.  Krome,  Esq.(included  in  Exhibit  5.1)
     (1)  Incorporated  by  reference  from the Company's Amended Report on Form
     10-SB12G,  filed  with  the  Commission  on  July  23,  1999 and as amended
     thereafter,  and  incorporated  herein  by  reference.

ITEM  9.     UNDERTAKINGS.

     The  undersigned  the  Company  hereby  undertakes:
(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.

                                      -4-
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 (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.

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  of  New  York,  State  of New York on June 24, 2002.

                                   Advanced  Plant  Pharmaceuticals,  Inc.

                                   By:   /s/  David  Lieberman
                                   ------------------------------
                                   David  Lieberman

                                      -5-
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                June  24,  2002
-------------------
        David  Lieberman

(2)  Directors

/s/     Dr.  Leonard  Bielory     Chairman  of  the Board  June 24, 2002
------------------                Of  Directors
        Dr.  Leonard  Bielory

/s/     David  Lieberman          Director                 June  24,  2002
------------------
        David  Lieberman

EXHIBIT  INDEX

EXHIBITNUMBER          DESCRIPTION
-------                -----------
3.1          Amended  Articles  of  Incorporation  of  the  Company  (1)
3.2          Bylaws  of  the  Company  (1)
5.1          Opinion  of  Michael  S.  Krome,  Esq.
23.1         Consent  of  Michael  Finkelstein,  C.P.A.  Independent  Auditor
24.2         Consent  of  Michael  S.  Krome  (included  in  Exhibit  5.2)

                                      -6-
(1)  Incorporated  by  reference  from  the  Company's  Amended  Report  on Form
10-SB12G, filed with the Commission on July 23, 1999, and as amended thereafter,
and  incorporated  herein  by  reference.

                                      -7-
OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1

                             Michael S. Krome, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381

                                        June  24,  2002

Advanced  Plant  Pharmaceuticals,  Inc.
43  West  33rd  Street
New  York,  New  York  10001

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Advanced Plant Pharmaceuticals Inc., (the "Company") of a
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission,  covering  the  registration of 2,255,000
shares,  par  value  $0.0007  per share (the "Shares"), for issuance pursuant to
various  agreements  between the Company and the holders of the shares specified
below.

     The  shares  to  be  covered  by  the  Form  S-8  include:

     1.   400,000  shares  of Common Stock of the Company in the name of Michael
          S.  Krome, Esq., for legal services, pursuant to a retainer agreement,
          provided  on behalf of the Company and an additional 25,000 shares are
          reimbursement  for  expenses  advanced  by  Michael  S.  Krome for the
          Company,  for  a  total  of  425,000  shares  of  Common  Stock;  and
     2.   1,830,000  shares  of  common stock of the Company in the name of Mark
          Cooper,  for  payment  of  accounting  services,  valued at $0.006 per
          share.

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Amended  Articles  of  Incorporation  and By-Laws, the Minutes of the
Meetings  of  the Board of Directors of the Company as well as the originals and
copies,  certified  to my satisfaction, of such records, documents certificates,
memoranda  and  other instruments as in my judgment are necessary or appropriate
to  enable  me  to  render  the  opinion  contained herein.  We have assumed the
genuineness  and  authenticity  of  all  documents  submitted  as originals, the
conformity  to  the originals of all documents submitted to me as copies thereof
and  the  due  execution, delivery or filing of documents, where such execution,
delivery  or  filling  are  a  prerequisite  to  the  effectiveness  thereof.

                                      -8-
We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the  state  of  the  Company when the documents were filed.

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,

                                        Michael  S.  Krome

                                      -9-
CONSENT  OF  INDEPENDENT  AUDITOR
EXHIBIT  23.1

                     CONSENT OF MICHAEL C. FINKELSTEIN, CPA.

     We  consent  to  the  incorporation  on  Form  S-8  by  reference  in  the
registration  statement  of Advanced Plant Pharmaceuticals, Inc. (the "Company")
our  report  dated  April  17, 2002, on our audits of the consolidated financial
statements  and  financial  statement schedule of the Company as of December 31,
2001,  and for each of the years in the two year period ended December 31, 2001,
which  report  is  included  in  the  Company's  Annual  Report  on Form 10-KSB.

/s/  Michael  C.  Finklestein,  CPA.

Morganville,  New  Jersey
June  24,  2002