<PAGE>

===============================================================================
                       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>
Common Stock,      21,901,380   $ .031            $678,943             $62.46
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 June 2, 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 September 30, 2002; 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)
99.1              Consulting Agreement between Advanced Plant
                  Pharmaceuticals,  Inc., and Consulting Solutions
                  Group, dated as of April 15, 2003 (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 June 2, 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                  June 2, 2003
---------------------------
         David Lieberman

(2)  Directors

/s/      David Lieberman            Sole Director              June 2, 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)
99.1              Consulting Agreement between Advanced Plant
                  Pharmaceuticals,  Inc., and Consulting Services Group,
                  dated as of April 15, 2003 (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
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 17543}]
{"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": "333-105802", "film-number": "03730675"}, "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,      21,901,380   $ .031            $678,943             $62.46
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 2, 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 September 30, 2002; 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)
99.1              Consulting Agreement between Advanced Plant
                  Pharmaceuticals,  Inc., and Consulting Solutions
                  Group, dated as of April 15, 2003 (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 June 2, 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                  June 2, 2003
---------------------------
         David Lieberman

(2)  Directors

/s/      David Lieberman            Sole Director              June 2, 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)
99.1              Consulting Agreement between Advanced Plant
                  Pharmaceuticals,  Inc., and Consulting Services Group,
                  dated as of April 15, 2003 (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