<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
[ ] 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)
Delaware 59-2762023
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
43 West 33rd Street 10001
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 695-3334
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
The number of shares outstanding of the Registrant's common stock is
121,671,197 (as of 11/13/00).
Transition Small Business Disclosure Format. Yes No X
<PAGE> 2
ADVANCED PLANT PHARMACEUTICALS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
QUARTER ENDED SEPTEMBER 30, 2000
ITEMS IN FORM 10-QSB
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements 2
Item 2. Plan of Operation 12
Item 3. Quantitative and Qualitative
Disclosures About Market Risk None
PART II OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities
and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to
a Vote of Security Holders 13
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES
</TABLE>
<PAGE> 3
PART I
1. Financial Information
TABLE OF CONTENTS
<TABLE>
<S> <C>
Balance Sheet as of
September 30 2000 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Operations for the Three and Nine Months
September 30 2000 (unaudited) and 1999. . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Cash Flows for Nine Months
September 30 2000 (unaudited) and 1999. . . . . . . . . . . . . . . . . . . . . . . 4
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 5-11
</TABLE>
<PAGE> 4
ADVANCED PLANT PHARMACEUTICALS, INC
Balance Sheet
As of September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 12,854
-----------
Total current assets 12,854
Other assets 9,543
-----------
$ 22,397
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 139,719
Accrued expenses payable 1,002,414
Loans payable 801,247
Due to distributor 103,500
-----------
Total current liabilities 2,046,880
-----------
Shareholders' Equity:
Common stock, $.0007 par value, 250,000,000
shares authorized and 116,693,256 shares issued 81,685
Capital in excess of par value 4,949,028
Accumulated deficit (7,010,016)
Treasury shares at cost (180)
Stock subscriptions receivable (45,000)
-----------
Total shareholders' equity (2,024,483)
-----------
$ 22,397
===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
ADVANCED PLANT PHARMACEUTICALS, INC.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Net Sales $ 2,202 $ 1,248 $ 11,263 $ 6,849
Cost of goods sold 7,270 1,720 52,964 9,051
--------------------------------- ---------------------------------
Gross profit (5,068) (472) (41,701) (2,202)
--------------------------------- ---------------------------------
Operating expenses:
Research and development 951 -- 50,201 1,000
General and administrative 382,598 147,765 1,734,671 488,473
--------------------------------- ---------------------------------
Total operating expenses 383,549 147,765 1,784,872 489,473
--------------------------------- ---------------------------------
Operating loss (388,617) (148,237) (1,826,573) (491,675)
Other expense (income) -- -- -- --
--------------------------------- ---------------------------------
Loss before provision for income taxes (388,617) (148,237) (1,826,573) (491,675)
Provision for income taxes -- -- -- --
--------------------------------- ---------------------------------
Net loss $ (388,617) $ (148,237) $ (1,826,573) $ (491,675)
================================= =================================
Loss per common share $ (0.03) $ (0.00) $ (0.04) $ (0.01)
================================= =================================
Weighted Average 110,057,560 88,610,295 110,057,560 88,610,295
================================= =================================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
ADVANCED PLANT PHARMACEUTICALS, INC.
Statement of Cash Flows
For the nine months ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss from operations $(1,826,573) $(491,675)
Adjustments to reconcile net loss from
operations to net cash used
by operating activities:
Depreciation and amortization expense 685 475
Services paid with common stock 978,874 290,799
Decrease in prepaid expenses -- 12,153
Increase (decrease) in accounts payable 49,634 (19,965)
Increase (decrease) in accrued expenses 156,317 (86,580)
----------- ---------
Net cash used by operations (641,063) (294,793)
----------- ---------
Cash Flows from Investing Activities:
Purchase of computer equipment (1,000) --
----------- ---------
Net cash used by investing activities (1,000) --
----------- ---------
Cash Flows from Financing Activities:
Proceeds from short-term loans payable 667,200 37,479
Payments on short-term loans payable (25,009) --
Net proceeds from issuance of common stock -- 266,000
----------- ---------
Net cash provided by financing activities 642,191 303,479
----------- ---------
Net (decrease) increase in Cash and cash equivalents 128 8,686
Cash and cash equivalents at beginning of period 12,726 4,198
----------- ---------
Cash and cash equivalents at end of period $ 12,854 $ 12,884
=========== =========
Supplemental Cash Flow Information:
Cash Paid During the Period for:
Interest -- --
=========== =========
Income Taxes -- --
=========== =========
Information about Noncash Activities:
Common stock issued to satisfy loans $ -- $ 126,600
=========== =========
Common stock issued for services $ 978,874 $ 290,799
=========== =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 7
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited financial statements of Advanced Plant
Pharmaceuticals, Inc. ("APPI" or the "Company") as of September 30, 2000
have been prepared in accordance with generally accepted accounting
principles for interim information. Accordingly, certain information and
footnote disclosures required under generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, all adjustments of a recurring nature considered necessary for
a fair presentation of the results for the interim periods presented have
been included. Operating results for the nine months ended September 30,
2000 are not necessarily indicative of the results that may be expected for
the entire year or any other period.
These financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1999.
NOTE 2 NATURE OF OPERATIONS
APPI focuses on the research and development of plant based dietary
supplements. During July 1999, the Company acquired exclusive rights and
interests to a thirteen step process which utilizes virtually the whole of
the nutrients found in plants to manufacture all natural herbal dietary
supplements. The Company intends to use this process to manufacture
products that it hopes to distribute worldwide through various sales
distribution contracts.
NOTE 3 GOING CONCERN
Management believes that it can continue to obtain additional capital.
However, if additional financing is not obtained, the Company might be
forced to cease operations.
Since its inception, the Company has had significant operating losses and
working capital deficits. The Company's continued existence has been
dependant on cash proceeds received from the sale of its common stock and
the willingness of vendors to accept stock in lieu of cash payments for
their services. Employees have also accepted deferrals of wage payments.
The Company hopes to reverse this trend by generating cash inflows through
the sale of new products that they have developed. To accomplish this
objective, the Company will require working capital to satisfy current
operating expenses, and to produce inventory, during the interim period
preceding such time as the revenue cycle begins generating cash.
5
<PAGE> 8
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Other Assets:
Other assets consist of patents ($4,608), security deposits ($4,144) and
computer equipment ($791).
Patents are amortized on a straight-line method over their economic lives
and are reviewed for impairment whenever the facts and circumstances
indicate that the carrying amount may not be recoverable.
Computer equipment is depreciated on a straight-line method using an
estimated useful life of three years.
Research & Development Costs:
Research and development costs are expensed as incurred.
Income Taxes:
APPI has incurred significant losses from operations. The Company has
elected not to record any tax benefits relating to potential net operating
loss carryforwards due to the uncertainty of realizing those benefits.
The Company intends to follow Statement of Financial Accounting Standards
No. 109 (SFAS 109), "Accounting for Income Taxes" when either operations
achieve profitability or the realization of net operating loss benefits can
more readily be measured, whichever comes first.
Earnings per Share:
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" discusses the computation and presentation of earnings per share
("EPS"). Basic EPS, as defined by SFAS No. 128, is computed by dividing
income available to common shareholders by the weighted-average number of
common shares outstanding for the reporting period, ignoring any potential
effects of dilution. Diluted EPS reflects the potential
6
<PAGE> 9
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTE 4
(Continued)
Earnings per Share (Continued):
dilution that would occur if securities, or other contracts to issue common
stock, were exercised or converted into common stock that then shared in
the earnings of the entity.
There were 5,500,000 common stock options outstanding as of September 30,
2000. As a result of the losses reported in the periods presented these
options, if exercised, would be antidilutive. Accordingly, only Basic EPS
is presented in these financial statements. The weighted-average number of
shares used in the computation of per share data was 111,862,074 and
108,499,506 for the three months ended September 30, 2000 and 1999,
respectively. For the nine-month periods then ended, the weighted-average
number of shares was 110,057,560 in 2000 and 88,610,295 in 1999.
Stock-Based Compensation:
APPI has satisfied various loans, trade payables, employee back-wages and
other liabilities through the issue of its common stock. The Company
accounts for such stock-based compensation using the fair-value method as
prescribed by SFAS No. 123, "Accounting for-Stock-Based Compensation." The
Company has also issued stock options to key employees. As permissible
under SFAS No. 123, the Company accounts for stock options using the
intrinsic value method as prescribed under Accounting Principles Board
Opinion No. 25.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent liabilities and the
reported amounts of revenues and expenses. Actual results could differ from
these estimates.
5. CAPITAL STOCK:
At the annual shareholders' meeting on July 18, 2000 the shareholders'
approved increasing the Company's authorized shares of its common stock by
130 million. Accordingly, as of September 30, 2000, the Company was
authorized to issue 250 million shares of it common stock, par value $.0007
per share. The holders of common stock are entitled to one vote for each
share held on all matters to be voted on by stockholders.
7
<PAGE> 10
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTE 5
(Continued)
The Company is also authorized to issue 5 million shares of preferred
stock, par value $.0007 per share. There is currently no preferred stock
outstanding and the company has no current plans to issue preferred stock.
NOTE 6 LOANS PAYABLE
Loans Payable consists of unsecured, non-interest bearing short-term loans
typically of less than three months duration. The loan agreements provide
the Company with the option of repaying the loans with either cash or
restricted shares of the Company's common stock.
Loans payable at September 30, 2000 includes a loan of $555,200 payable to
one individual lender. This loan is payable on or before December 30, 2000
and includes an option that permits the Company to pay off the loan with
shares of its common stock. If the Company elects to repay the balance of
the loan in common stock, the number of shares issued shall be calculated
based on the following per share prices: The first $175,000 of principal
balance will be paid using a discounted per share price of $.015. Principal
loan balances between $175,000 up to and including $350,000 will be paid
using a share price of $.12. Any remaining loan principal balances will be
converted at a rate yet to be determined.
NOTE 7 RELATED-PARTIES TRANSACTIONS
On February 28, 2000 the Company entered into an Asset Purchase Agreement
with Dr. Leonard Bielory whereby the company acquired the exclusive rights
and interest to allergy and sinus formulations ("Assets"). As consideration
for such formulations, Dr. Bielory shall receive options to purchase
18,000,000 shares of the company's common stock at an aggregate exercise
price of $180. Additionally, the Company agrees to pay Dr. Bielory a
royalty payment of $.01 per bottle with respect to each product
manufactured with these Assets, 1% (one percent) of the suggested retail
price of each product sold that was manufactured with the Assets and 10%
(ten percent) of the company's net profits before taxes from such sales
(net profits to be determined by the Company's regularly retained
independent public accountants using generally accepted accounting
principles). In the event that the Company enters into an agreement with a
third party for the sale of products manufactured with these Assets, which
agreement unconditionally provides for payments to the Company of not less
than $20,000,000, whether in lump sum or over a period of four years, from
such third party, the Company shall issue to Dr. Bielory 5 million shares
for each $20,000,000 required to be paid to the Company, not to exceed
twenty five million shares.
8
<PAGE> 11
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTE 7
(Continued)
As of November 10, 2000, the Company has not issued the options due to Dr.
Bielory as required by the agreement.
On March 15, 2000 the company entered into a two-year employment agreement
with Dr. Leonard Bielory whereby Dr. Bielory will serve as the Company's
Scientific Director and its Chairman of the Board of Directors. Under the
terms of the agreement, the Company is required to pay Dr. Bielory wages of
$500 per month for the first twelve months and up to $2,500 per month
thereafter, contingent on the Company achieving specified net profit
levels. Upon commencement of this agreement, and each January 1 thereafter,
the Company is to issue Dr. Bielory options to purchase 750,000 shares of
the Company's common stock as additional compensation under this agreement.
As of November 10, 2000, the Company has not yet issued these options to
Dr. Bielory. Also, in accordance with the agreement, the Company issued Dr.
Bielory 225,000 restricted shares of its common stock on April 10, 2000 as
a signing bonus. The Company recorded these shares at an aggregate value of
$96,750 (The fair market value on the date of the agreement)
8. FINANCIAL RESULTS AND LIQUIDITY:
To market and generate sales of its new products, the Company entered into
several distribution agreements during 1999. Following is a discussion of
the potential minimum sales that may result from these agreements as well
as their status as of November 10, 2000:
In June 1999, the Company entered into an exclusive two-year distribution
agreement with Ambar Pharmacies and Health, Inc. ("Ambar") for the sale of
the Company's products in Israel. Such distribution agreement requires
Ambar to purchase a minimum of $88,290 during the two year period. Under
the agreement, the Company is committed to reimburse Ambar for advertising
expenditures in an amount not to exceed 5% of Ambar's gross purchases. As
of November 10, 2000, no sales have been realized from this agreement and
Amber has not complied with the initial minimum order schedule outlined in
the agreement due to compliance issues relating to Israeli labeling laws.
The Company is attempting to resolve this issue.
In July 1999, the Company entered into exclusive distribution agreements
with Manayer Najd Trading & Medical Supplies Co. ("MNM") and with Manayer
Egypt Trading & Medical Supplies Co. ("MEM") for distribution of the
Company's products in Saudi Arabia and Egypt respectively.
9
<PAGE> 12
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTE 8
(Continued)
Both agreements are contingent on the distributors receiving product
registration certificates from their respective countries and are for periods
of five years. The potential aggregate minimum purchases required under these
agreements is $4,681,140 over the five-year period commencing with receipt of
the registration certificates. As of November 10, 2000, the registration
certificates have not been received from the respective countries.
The success of these distribution agreements, and their effect on the
Company's cash flow is uncertain. The Company is uncertain as to when sales
relating to these agreements can be expected to begin or that the generated
cash receipts, if any, will be sufficient to fund operating costs which can
be expected to increase as the Company "ramps up" for manufacturing and
distribution activities. There also is no assurance that the Company will
continue to be able to finance operations through the sale of its common
stock, the exchange of stock for services or from the proceeds of unsecured
loans with private lenders.
NOTE 9 FINANCIAL ADVISOR AND INVESTMENT BANKING AGREEMENT
On February 17, 2000 the Company entered into an agreement with First Madison
Securities, Inc. ("FMS") whereby FMS will act as consultant and non-exclusive
financial advisor and investment banker to the Company in connection with
strategic planning, securities transactions, valuations, mergers &
acquisitions, alternative financing structures and capital formation. FMS
will also act as placement agent for the Company.
As compensation for these services, the Company is required to issue FMS
6,000,000 restricted shares of its common stock as follows; 1,700,000 shares
upon execution of the agreement, 1,700,000 shares within three months of
signing the agreement and 2,600,000 shares within six months of signing the
agreement. The restricted shares shall be registered with the Securities and
Exchange Commission to become free trading shares as soon as possible with
FMS bearing all registration costs. On May 2, 2000, the Company issued the
initial 1,700,000 shares to FMS. The shares were recorded at an aggregate
value of $663,000 representing the fair market value of such shares at
February 17, 2000 (The date of the agreement). As of November 10, 2000, no
further shares have been issued under this agreement.
The Company will also pay FMS a placement fee for any transactions
consummated, directly or indirectly, through FMS during the term of the
agreement or within two years thereafter. The placement fee will consist of a
payment equal to 10% of the gross proceeds raised from the sale of applicable
securities, reimbursement of non-accountable expenses equal to 3% of the
gross proceeds from the sale of any applicable securities plus warrants to
purchase common stock equal to 10% of the applicable shares sold.
Additionally, the Company will reimburse FMS for all reasonable out-of-pocket
expenses incurred in the performance of this agreement, up to a maximum of
$25,000.
10
<PAGE> 13
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTE 9
(Continued)
Service under this agreement shall continue until terminated by either party
by giving thirty days written notice. The provisions regarding compensation
and placement fees shall survive the term of the agreement.
NOTE 10 MARKETING CONSULTANT'S AGREEMENT
On March 15, 2000 the Company entered into a twelve-month agreement with a
consultant whereby the consultant will act as the Company's marketing and
distribution advisor and as such, will assist in the development of
relationships with industry related third parties for the purpose of product
marketing and distribution. As compensation for these services, the company
is required to issue 600,000 restricted shares of its common stock. The
Company issued 200,000 of the 600,000 shares on July 21, 2000. The aggregate
Fair market value of the stock on its day of issue was $24,000
NOTE 11 INVESTOR RELATIONS CONSULTING AGREEMENT
On September 25, 2000 the Company entered into a two-month agreement with a
consultant whereby the consultant will provide investor relations services to
the Company. Remuneration under the agreement includes both cash payments and
the issue of 70,000 shares of the Company's restricted common stock. The
Company has the option to extend the agreement an additional twelve months.
NOTE 12 SUBSEQUENT EVENT
On October 5, 2000 the Company filed SEC form S-8 for the purpose of
registering 5 million shares of its common stock for subsequent issue to
C.J. Lieberman as payment of $250,000 of outstanding consulting fees and
wages due to him from prior periods. The stock was issued in the fourth
quarter of 2000.
11
<PAGE> 14
ITEM 2. PLAN OF OPERATION.
(i) As of the beginning of October 2000 we had minimal cash on hand and no
substantive accounts receivable. The Company's two employees have deferred
payment of their salaries for the past nine weeks. While we constantly seek
potential investors to secure cash infusions into the Company, if we do not find
any cash investors we will be unable to operate our business for any significant
length of time.
(ii) If we secure funds we intend to use our Process to expand our product
line to include herbal dietary supplements such as St. John's Wort, Kava Kava,
Ginko Biloba and Echinacea. We estimate that the initial production and
preliminary marketing of these four herbal products to potential domestic and
international distributors and wholesalers will cost approximately $60,000.
(iii) We do not expect to purchase or sell any manufacturing facilities or
significant equipment over the next twelve months.
(iv) We do not foresee any significant changes in the number of employees
we will employ over the next twelve months.
12
<PAGE> 15
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) Recent Sales of Unregistered Securities
During the third quarter of 2000, we issued an aggregate of 6,068,750
shares of our Common Stock, consisting of (i) 68,750 shares to Ocean
Graphics/Printing Corp. in full consideration for printing services performed on
our behalf, namely, printing our Annual Report to Shareholders and Proxy
Statement; and (ii) 6,000,000 shares of our common stock to Mr. Barry Clare, an
employee and former Chief Operating Officer of the Company, in consideration for
services rendered on our behalf by Mr. Clare. The issuance of such 6,068,750
shares of common stock was exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), pursuant to the provisions of
Section 4(2) of the Act, as a transaction by an issuer not involving any public
offering.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
A Proxy Statement was mailed on or about June 19, 2000 to shareholders of
record of the Company as of May 22, 2000 in connection with the Company's 2000
Annual Meeting of Shareholders, which was held on July 18, 2000 at the IDT
Building, 17th Floor, 520 Broad Street, Newark, New Jersey 07102. At the
Meeting, the shareholders voted on three matters and all of such matters were
approved.
The first matter was the election of the members of the Board of
Directors. The two directors elected and the tabulation of the votes (both in
person and by proxy) were as follows:
<TABLE>
<CAPTION>
Nominees for Directors For Withheld
---------------------- --- --------
<S> <C> <C>
David Lieberman 95,890,884 1,232,522
Dr. Leonard Bielory 96,001,434 1,121,972
</TABLE>
The second matter upon which the shareholders voted was the proposal to
ratify the appointment by the Board of Directors of Michael Finkelstein & Co. as
independent certified public accountants for the Company for 2000. The
tabulation of the votes (both in person and by proxy) was as follows:
<TABLE>
<CAPTION>
For Against Abstentions
--- ------- -----------
<S> <C> <C>
95,055,934 1,969,458 98,014
</TABLE>
13
<PAGE> 16
The third matter upon which the shareholders voted was the proposal to
approve an amendment to the Company's Certificate of Incorporation, increasing
the aggregate number of shares of common stock, par value $.0007 per share, the
Company is authorized to issue from 120,000,000 to 250,000,000 shares. The
tabulation of the votes (both in person and by proxy) was as follows:
<TABLE>
<CAPTION>
For Against Abstentions
--- ------- -----------
<S> <C> <C>
94,427,876 2,632,164 63,366
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
EXHIBIT
NUMBER
3.1.1 Articles of Incorporation of the Company, as amended (1)
3.1.2 Amendment to the Articles of Incorporation of the Company (1)
3.1.3* Second Amendment to the Articles of Incorporation of the Company
3.2 By-Laws of the Company (1)
27.1* Financial Data Schedule
--------------
* Filed herewith.
(1) Filed as an Exhibit to the Company's Form 10-SB, dated July 23, 1999, and
incorporated herein by reference.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the third quarter of the fiscal
year ending December 31, 2000.
FORWARD LOOKING INFORMATION
This Quarterly Report on Form 10-QSB includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. For example, statements included in this
Quarterly Report regarding Management's plans and objectives for the future and
assumptions and predictions about
14
<PAGE> 17
products and sales are all forward-looking statements. When used herein, words
like "intend," "anticipate," "believe," "estimate," "plan" or "expect," as they
relate to the Company, are intended to identify forward-looking statements. The
Company believes that the assumptions and expectations reflected in such
forward-looking statements are reasonable, based on information available to it
on the date of this Quarterly Report, but no assurances can be given that these
assumptions and expectations will prove to have been correct or that the Company
will take any action that it may presently be planning. The Company is not
undertaking to publicly update or revise any forward-looking statement if it
obtains new information or upon the occurrence of future events or otherwise.
15
<PAGE> 18
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
3.1.1 Articles of Incorporation of the Company, as amended (1)
3.1.2 Amendment to the Articles of Incorporation of the Company (1)
3.1.3* Second Amendment to the Articles of Incorporation of the Company
3.2 By-Laws of the Company (1)
27.1* Financial Data Schedule
</TABLE>
--------------
* Filed herewith.
(1) Filed as an Exhibit to the Company's Form 10-SB, dated July 23, 1999,
and incorporated herein by reference.
16
<PAGE> 19
SIGNATURES
Pursuant to the requirements 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.
ADVANCED PLANT PHARMACEUTICALS, INC.
By: /s/ David Lieberman
------------------------------
David Lieberman
Date: November 14, 2000 President
17
