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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-30256
ADVANCED PLANT PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 59-2762023
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
43 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 695-3334
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
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<S> <C>
TITLE OF CLASS EXCHANGE ON WHICH REGISTERED
COMMON STOCK OVER-THE-COUNTER BULLETIN BOARD
$.007 PAR VALUE
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B sec.228.405 of this chapter is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]
The number of shares outstanding of the Registrant's common stock is
108,499,506 (as of March 23, 2000). The aggregate market value of the voting
stock held by nonaffiliates of the Registrant was approximately $37,741,277 (as
of March 24, 2000), based upon a closing price of the Company's Common Stock on
the over-the-counter bulletin board on such date of $0.45.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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ADVANCED PLANT PHARMACEUTICALS, INC.
INDEX TO ANNUAL REPORT ON FORM 10-KSB/A
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
ITEMS IN FORM 10-KSB/A
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FACING PAGE PAGE
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PART I
Item 1. Business......................................... None
Item 2. Properties....................................... None
Item 3. Legal Proceedings................................ None
Item 4. Submission of Matters to Vote of Security
Holders................................................ None
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters............................ None
Item 6. Management's Discussion and Analysis or Plan of
Operations............................................. None
Item 7. Financial Statements............................. None
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............ None
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a)
of the Exchange Act.............................. None
Item 10. Executive Compensation........................... 1
Item 11. Security Ownership of Certain Beneficial Owners
and Management......................................... 4
Item 12. Certain Relationships and Related Transactions... None
Item 13. Exhibits, and Reports on Form 8-K................ None
Signatures.................................................. None
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PART III
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation paid or accrued to the Company's Chief Executive Officer (the
"Named Officer") for each of the last three fiscal years. The Company did not
compensate any other employee during such period in excess of $100,000 per
annum.
SUMMARY COMPENSATION TABLE
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STOCK
ANNUAL COMPENSATION AWARDS
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OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY ($) COMPENSATION($) OPTIONS(#)
--------------------------- ---- ---------- --------------- ----------
<S> <C> <C> <C> <C>
David Lieberman......................... 1999 $135,000(1) $30,000(2) 750,000(2)
Chief Executive Officer 1998 135,000(3)(4) -- --
1997 135,000(3)(5) -- --
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(1) Of the $135,000 owed to Mr. Lieberman as salary for this period, $19,000 was
paid to him and the remaining $116,000 has accrued to him, but has not yet
been paid.
(2) An option to purchase 750,000 shares of Common Stock was granted to Mr.
Lieberman in June 1999, pursuant to his employment agreement. Such option is
exercisable at $.01 per share. The market value of
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the Company's Common Stock at the time the option was granted to Mr.
Lieberman was $.05 per share, resulting in Other Annual Compensation to Mr.
Lieberman of $30,000.
(3) During 1999, the Company issued to Mr. Lieberman 17,000,000 shares of its
Common Stock, valued in the aggregate at $170,000, or $.01 per share. Such
issuance was reimbursement to Mr. Lieberman for $67,500, $80,000 and $22,500
of salary accrued to Mr. Lieberman for services rendered by him as the
Company's President during 1996, 1997 and 1998, respectively, but yet
unpaid.
(4) Of the $135,000 owed to Mr. Lieberman as salary for this period, (a) $50,000
was paid to Mr. Lieberman in the form of an issuance to him of 800,000
shares of Common Stock valued at the time of issuance at $.0625 per share,
and (b) $22,500 was paid to Mr. Lieberman in the form of an issuance to him
of a portion of the 17,000,000 shares issued to Mr. Lieberman as discussed
in Note 3, above. The remaining $62,500 of salary due Mr. Lieberman has
accrued to him, but has not yet been paid.
(5) Of the $135,000 owed to Mr. Lieberman as salary for this period, (a) $55,000
was paid to him in cash, and (b) the remaining $80,000 was paid to him in
the form of an issuance to him of a portion of the 17,000,000 shares issued
to Mr. Lieberman as described in Note 3, above.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding options
exercised and exercisable during the fiscal year ended December 31, 1999 and the
value of the options held as of December 31, 1999 by the Named Officer.
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INDIVIDUAL GRANTS
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(A) (B) (C) (E)
NUMBER OF % OF TOTAL (D)
SECURITIES OPTIONS/SARS MARKET
UNDERLYING GRANTED TO EXERCISE OR PRICE ON
OPTIONS/SAR EMPLOYEES IN BASE PRICE DATE OF EXPIRATION
NAME GRANTED (#) FISCAL YEAR(1) ($/SHARE) GRANT DATE
---- ----------- -------------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
David Lieberman.................. 750,000 23.07% $.01 $.05 6/10/04
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
The following table sets forth certain information regarding options
exercisable during 1999 and the value of the options held as of December 31,
1999 by the Named Officer. The Named Officer did not exercise any options in
1999 nor did the Named Officer hold any options which were not exercisable at
December 31, 1999.
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NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY
NAME AT FISCAL YEAR END OPTIONS AT FISCAL YEAR END(1)
---- ----------------------------- ---------------------------------
<S> <C> <C>
David Lieberman....................... 1,950,000 $176,250
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(1) The difference between (x) the product of the unexercised options and the
closing price of our common stock on December 31, 1999, as listed on the OTC
Bulletin Board, less (y) the product of the unexercised options and the
exercise price of such options.
EMPLOYMENT AGREEMENTS.
On June 10, 1999, we renewed an employment agreement to provide for the
continued employment of Mr. David Lieberman as the Company's president. The
employment agreement provides for employment on a full-time basis and contains a
provision that Mr. David Lieberman will not compete or engage in a business
competitive with our current or anticipated business until the expiration of his
agreement in June 2002. Pursuant to the agreement, we will pay Mr. David
Lieberman a base salary of $135,000 per annum and we have granted him a five
year option to purchase 750,000 shares of our common stock at an exercise price
of $.01 per share. During 1999, we issued Mr. Lieberman 17 million shares of our
common stock as partial payment against accrued salary payable to him.
On June 10, 1999, we entered into an employment agreement with Mr. Barry
Clare to serve as our Chief Operating Officer. Pursuant to the terms of this
agreement, we will pay Mr. Clare a base salary of $75,000 per annum and we have
granted him a five-year option to purchase 750,000 shares of our common stock at
an exercise price of $.02 per share.
On March 15, 2000 we entered into an employment agreement with Dr. Leonard
Bielory to serve as our scientific director. Pursuant to the terms of this
agreement, we will pay to Dr. Bielory, on a monthly basis, the $126,000 that we
owe to him for accrued consulting fees. This agreement is for a period of two
years and we will pay Dr. Bielory monthly compensation ranging from $500 to
$2,500 per month depending upon our net profits. We have also granted Dr.
Bielory a five-year option to purchase 750,000 shares of our common stock at an
exercise price of $.4375 and upon signing of his employment agreement we agreed
to issue 225,000 restricted shares of our common stock to him.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the best of our knowledge,
as of March 23, 2000, with respect to each person known by us to own
beneficially more than five percent (5%) of our common stock, and the name and
shareholdings of each director, executive officer and all directors and
executive officers as a group.
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AMOUNT AND
NAME AND ADDRESS NATURE OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNER(1) PERCENT OF CLASS(1)
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<S> <C> <C> <C>
Common Stock David Lieberman 24,000,000(2) 18.1%
37 Harotem Street
Ashdod, Israel 77572
Common Stock Barry Clare 750,000(3) *
27 Curtis Place
Lynbrook, NY 11563
Common Stock Dr. Leonard Bielory 1,380,000(4) 1.25%
400 Mountain Avenue
Springfield, NY 07081
Common Stock Officers and Directors 26,130,000 19.4%
as a group (3 persons) (2)(3)(4)
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* Represents less than 1% of our shares of common stock outstanding.
(1) The number of Shares of Common Stock beneficially owned by each person or
entity is determined under the rules promulgated by the Securities and
Exchange Commission (the "Commission"). Under such rules, beneficial
ownership includes any shares as to which the person or entity has sole or
shared voting power or investment power. The percentage of the company's
outstanding shares is calculated by including among the shares owned by such
person any shares which such person or entity has the right to acquire
within 60 days after March 23, 2000. The inclusion herein of any shares
deemed beneficially owned does not constitute an admission of beneficial
ownership of such shares.
(2) Does not include 1,950,000 shares which Mr. Lieberman has the right to
acquire upon exercise of stock options. On February 17, 2000, Mr. Lieberman
voluntarily agreed not to exercise any of such options until that time that
the stockholders of the Company agree to increase the number of shares of
common stock that the Company is authorized to issue.
(3) Includes 750,000 shares which Mr. Clare has the right to acquire upon
exercise of stock options.
(4) Includes 750,000 shares which Dr. Bielory has the right to acquire upon
exercise of stock options.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: June 23, 2000 Advanced Plant Pharmaceuticals, Inc.
By: /s/ DAVID LIEBERMAN
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David Lieberman
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ DAVID LIEBERMAN President and Director June 23, 2000
------------------------------------------------ (Principal Executive Officer and
David Lieberman Principal Financial and
Accounting Officer)
/s/ LEONARD BIELORY Chairman and Scientific Director June 23, 2000
------------------------------------------------
Leonard Bielory
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