SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

PRELIMINARY PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

ADVANCED PLANT PHARMACEUTICALS, INC.
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Name of Registrant as Specified in its Charter

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(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 09-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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ADVANCED PLANT PHARMACEUTICALS, INC.
43 WEST 33RD STREET
NEW YORK, NEW YORK 10001

NOTICE OF THE 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 18, 2000

The Annual Meeting of Stockholders of Advanced Plant Pharmaceuticals, Inc.
(the "Company") will be held at The IDT Building, 520 Broad Street, 17th Floor,
Newark, NJ 07102, on July 18, 2000, at 11:00 a.m., local time, to consider and
act upon the following matters:

1. To elect two directors to serve for the ensuing year.

2. To ratify the selection by the Board of Directors of Michael Finkelstein
& Co. as the Company's independent auditors for the current fiscal year.

3. To amend the Company's Certificate of Incorporation increasing the
number of authorized shares of the Company's common stock, par value
$.0007 per share, from 120,000,000 shares to 250,000,000 shares.

4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.

Stockholders of record as of the close of business on May 22, 2000, will be
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof. The stock transfer books of the Company will remain open.

By Order of the Board of Directors

By: /s/ DAVID LIEBERMAN
------------------------------------
David Lieberman,
President

New York, New York
June 18, 2000

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. YOU MAY REVOKE THE PROXY AT ANY TIME
BEFORE THE AUTHORITY GRANTED THEREIN IS EXERCISED.
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ADVANCED PLANT PHARMACEUTICALS, INC.
43 WEST 33RD STREET
NEW YORK, NEW YORK 10001

PROXY STATEMENT FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 18, 2000

This Proxy Statement and accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
Advanced Plant Pharmaceuticals, Inc. (the "Company") for use at its 2000 Annual
Meeting of Stockholders to be held on July 18, 2000, at The IDT Building, 520
Broad Street, 17th Floor, Newark, NJ 07102, at 11:00 a.m., local time, and at
any adjournment of that meeting (the "Annual Meeting"). All proxies will be
voted in accordance with a stockholder's instructions and, if no choice is
specified, the proxies will be voted in favor of the matters set forth in the
accompanying Notice of Meeting. Any proxy may be revoked by a stockholder at any
time before it is exercised by delivery of written revocation or a subsequently
dated proxy to the President of the Company or by voting in person at the Annual
Meeting.

The Company intends to mail this Proxy Statement to stockholders on or
about June 19, 2000, to be accompanied by the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1999.

VOTING SECURITIES AND VOTES REQUIRED

The Board of Directors has fixed the close of business on May 22, 2000 as
the record date for the determination of stockholders of the Company who are
entitled to receive notice of, and to vote at, the Annual Meeting. Only
stockholders of record at the close of business on that date will be entitled to
vote at the Annual Meeting or any and all adjournments thereof. As of May 22,
2000, the Company had issued and outstanding 110,424,506 shares of Common Stock.
Each stockholder of the Company will be entitled to one vote for each share of
Common Stock registered in his or her name on the record date. The presence, in
person or by proxy, of a majority of all of the outstanding shares of Common
Stock will constitute a quorum at the Annual Meeting.

The affirmative vote of the holders of a plurality of the shares of Common
Stock present or represented at the Annual Meeting is required for election of
directors. The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present or represented at the Annual Meeting is required
for the ratification of the selection by the Board of Directors of Michael
Finkelstein & Co. as the Company's independent auditors for the current fiscal
year and to amend the Company's Certificate of Incorporation to increase the
number of shares of Common Stock which the Company shall have authority to
issue. Shares of Common Stock represented in person or by proxy (including
shares which abstain or do not vote for any reason with respect to one or more
of the matters presented for stockholder approval) will be counted for purposes
of determining whether a quorum is present at the Annual Meeting.

Abstentions will be treated as shares that are present and entitled to vote
for purposes of determining the number of shares present and entitled to vote
with respect to any particular matter, but will not be counted as a vote in
favor of such matter. Accordingly, an abstention from voting on a matter has the
same legal effect as a vote against the matter. If a broker or nominee holding
stock in "street name" indicates on the proxy that it does not have
discretionary authority to vote as to a particular matter ("broker non-votes"),
those shares will not be considered as present and entitled to vote with respect
to such matter. Accordingly, a broker non-vote on a matter has no effect on the
voting on such matter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of May 22, 2000, based upon
information obtained from the persons named below, regarding beneficial
ownership of the Company's Common Stock by (i) each current director and nominee
for director of the Company, (ii) each executive officer of the Company named in
the Summary Compensation Table set forth under the caption "Executive
Compensation," below, (iii) each
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person who is known by the Company to own beneficially more than 5% of the
outstanding shares of its Common Stock and (iv) all executive officers and
directors of the Company as a group.

NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNER(1) CLASS(1)
------------------- ---------------------- ----------

David Lieberman..................................... 23,629,900(2) 21.39%
37 Harotem Street
Ashdod, Israel 77572
Dr. Leonard Bielory................................. 1,380,000(3) 1.24%
400 Mountain Avenue
Springfield, NJ 07081
Officers and Directors as a group (2 persons)....... 25,009,900(2)(3) 22.49%

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(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 May 22, 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 (i) 1,950,000 shares which Mr. Lieberman has the right to
acquire upon exercise of stock options, which Mr. Lieberman voluntarily
agreed not to exercise 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; (ii) 18,000,000 shares to which Mr. Lieberman's
brother, C.J. Lieberman, will be issued upon the approval by the
stockholders of the Company to increase the number of shares the Company is
authorized to issue to 250,000,000 shares; (iii) 1,050,000 shares which C.J.
Lieberman has the right to acquire upon the exercise of stock options issued
to him as partial consideration for his acting as President of, and a
consultant to, the Company; and (iv) approximately 1,500,000 shares held by
C.J. Lieberman as of May 22, 2000. See "Certain Relationships and Related
Transactions."

(3) Includes 750,000 shares which Dr. Bielory has the right to acquire upon
exercise of stock options. Does not include 18,000,000 shares which Dr.
Bielory has the right to acquire upon the exercise of options to be granted
to Dr. Bielory upon the approval by the stockholders of the Company to
increase the number of shares the Company is authorized to issue to
250,000,000 shares. See "Certain Relationships and Related Transactions."

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ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The persons named in the enclosed proxy will vote to elect as directors the
two nominees named below, unless authority to vote for the election of any or
all of the nominees is withheld by marking the proxy to that effect. Both of the
nominees have indicated their willingness to serve, if elected, but if any
nominee should be unable to serve, the proxies may be voted for a substitute
nominee designated by Management. There are no family relationships between or
among any officers or directors of the Company.

NOMINEES

Set forth below for each nominee as a director of the Company is his name
and age, position with the Company, principal occupation and business experience
during at least the past five years and the date of the commencement of each
director's term as a director.

NAME AGE POSITION
---- --- --------

David Lieberman. 37 President and Director

Dr. Leonard Bielory..................................... 45 Chairman and Scientific Director

David Lieberman has served as President of the Company since July 1, 1996
and as a member of its Board of Directors since June 1996. Since 1991, he has
worked in the offices of the Chief Rabbi of Bnai Brak, Israel. He also serves as
a consultant for Osem Industries, Inc., an international food conglomerate
located in Israel.

Leonard Bielory, M.D. has served as Chairman and Scientific Director of the
Company since March 15, 2000. Dr. Bielory is presently the Director of the
Division of Allergy, Immunology and Rheumatology and is the Director of the
Division of Asthma and Allergy at the New Jersey Medical School where he is also
an Associate Professor of Medicine, Pediatrics and Ophthalmology. Dr. Bielory
serves as the Chairman of the Board and President of the University Physician
Associates -- the New Jersey Medical School Faculty Practice. Dr. Bielory
currently serves as a consultant on allergy and immunology to Newark Beth Israel
Hospital, Newark, NJ, and to Saint Barnabas Medical Center, Livingston, NJ.

All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Directors receive no cash
compensation for serving on the Board of Directors other than reimbursement of
reasonable expenses incurred in attending meetings.

EXECUTIVE OFFICERS

Officers are elected annually by the Board of Directors and serve at the
direction of the Board of Directors. The Company's two executive officers, David
Lieberman and Dr. Leonard Bielory are also directors of the Company. Information
with regard to such persons is set forth above under the heading "Nominees." On
April 7, 2000, Mr. Barry Clare resigned as the Company's Chief Operating
Officer. He remains an employee of the Company.

ATTENDANCE AT MEETINGS

From January 1, 1999 through December 31, 1999, the Board of Directors met
or acted without a meeting pursuant to unanimous written consent eight times.

THE COMMITTEES

The Board of Directors does not have a Compensation, Audit or Nominating
Committee, and the usual functions of such committees are performed by the
entire Board of Directors.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 10, 1999, the Company entered into a three-year consulting
agreement with Mr. C.J. Lieberman, the President of the Company until his
resignation in 1996 and the brother of the Company's current President, David
Lieberman, to provide consulting services to it with regard to the acquisition
of new pharmaceutical products and in the areas of developing, manufacturing and
marketing pharmaceutical products. Pursuant to such agreement, the Company
agreed to pay C.J. Lieberman a consulting fee of $9,000 per month and have
granted him a five-year option to purchase 750,000 shares of the Company's
Common Stock, at an exercise price of $.02 per share. As of December 31, 2000,
the Company was indebted to C.J. Lieberman for $438,128 for consulting fees and
salaries accrued but not paid pursuant to such 1999 consulting agreement and
pursuant to prior consulting and employment agreements between C.J. Lieberman
and the Company.

On July 16, 1999, the Company entered into a Technology Purchase Agreement
with C.J. Lieberman whereby it acquired exclusive rights and interests to a
thirteen step process which utilizes nutrients found in plants to manufacture
herbal dietary supplements (the "Process"). The purchase price for the Process
was 18,000,000 shares of the Company's Common Stock, the issuance of which is
conditioned on its stockholders voting in favor of increasing the number of
shares of Common Stock the Company is authorized to issue to 250,000,000 shares.
In addition, the Company agreed to pay to C.J. Lieberman a royalty payment of
$.01 per bottle of product manufactured with the Process, one (1%) percent of
the Company's suggested retail price of each product manufactured with the
Process and ten (10%) percent of the Company's net profits from the sale of
products manufactured with the Process (net profits to be determined by the
Company's independent public accountants using generally accepted accounting
principles). The Technology Purchase Agreement further provides that, in the
event the Company enters into an agreement with a third party for the sale of
products manufactured with the Process, which agreement unconditionally provides
for payment to the Company of not less than $20,000,000, the Company shall issue
to C.J. Lieberman up to 25,000,000 shares of its Common Stock at the rate of
5,000,000 shares for each $20,000,000 required to be paid to the Company
pursuant to such agreement.

During 1999, the Company issued to David Lieberman 17,000,000 shares of
Common Stock, valued at $170,000, and to C.J. Lieberman 6,200,000 shares of
Common Stock, valued at $62,000. Such issuances were payment for consulting fees
and salaries accrued to such individuals, but unpaid by the Company due to the
lack of available funds at the Company's disposal. Notwithstanding such
issuances, as of December 31, 1999, the Company was still indebted to David
Lieberman and C.J. Lieberman for prior services rendered in the amounts of
$178,500 and $438,128, respectively.

On February 28, 2000, the Company entered into an Asset Purchase Agreement
with Dr. Leonard Bielory, the Company's Chairman and Scientific Director,
whereby it acquired the exclusive rights and interest to certain allergy and
sinus formulations. As consideration therefor, the Company agreed to grant Dr.
Bielory options to purchase 18,000,000 shares of its Common Stock at an
aggregate exercise price of $180.00, that is, an exercise price of one
thousandth of one percent per share; provided, however, that the issuance of Dr.
Bielory's option is conditioned on the Company's stockholders voting in favor of
increasing the number of shares of Common Stock the Company is authorized to
issue to 250,000,000 shares. In addition, the Company agreed to pay Dr. Bielory
a royalty payment of $.01 per bottle for each bottle using such formulations
acquired from Dr. Bielory, one (1%) percent of the Company's suggested retail
price of each bottle using such formulations and ten (10%) percent of the
Company's net profits from the sale of products manufactured with such
formulations (net profits to be determined by the Company's 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 using such formulations, which agreement unconditionally provides
for payment to the Company of not less than $20,000,000, the Company shall issue
to Dr. Bielory up to 25,000,000 shares of its Common Stock at the rate of
5,000,000 shares for each $20,000,000 required to be paid to the Company
pursuant to such agreement.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the best of the Company's knowledge, David Lieberman and Barry Clare,
individuals who were executive officers, directors and/or beneficial owners of
more than 10% of the Company's Common Stock during the year ended December 31,
1999, each untimely filed one report on Form 3. Dr. Bielory did not become an
officer and director of the Company until March 2000. To the best of the
Company's knowledge, all other Forms 3, 4 and 5 required to be filed during the
year ended December 31, 1999 were timely filed.

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

STOCK
ANNUAL COMPENSATION AWARDS
------------------------------- ----------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY ($) COMPENSATION($) OPTIONS(#)
--------------------------- ---- ---------- --------------- ----------

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) -- --

- ---------------
(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 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.

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OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding the granting
of options to the Named Officer during the year ended December 31, 1999.

INDIVIDUAL GRANTS

(A) (B) (C) (D) (E)
NUMBER OF SECURITIES % OF TOTAL OPTIONS/SARS MARKET PRICE
UNDERLYING GRANTED TO ON DATE
OPTIONS/SARS EMPLOYEES EXERCISE OR BASE OF GRANT EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR PRICE($/SHARE) ($/SHARE) DATE
---- -------------------- ----------------------- ---------------- ---------------- ----------

David Lieberman 750,000 23.07% $.01 $.05 6/10/04

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 he hold any options which were not exercisable at December 31,
1999.

VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT AT FISCAL YEAR
NAME FISCAL YEAR END END(1)
---- --------------------- --------------------

David Lieberman............................................. 1,950,000 $176,250

- ---------------
(1) The difference between (x) the product of the unexercised options and
$0.125, the closing price of the Company's 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, the Company renewed a 1996 employment agreement to
provide for the continued employment of David Lieberman as the President of the
Company. The employment agreement provides for employment on a full-time basis
and contains a provision that Mr. Lieberman will not compete or engage in a
business competitive with the Company's current or anticipated business until
the expiration of his agreement in June 2002. Pursuant to the agreement, the
Company will pay Mr. Lieberman a base salary of $135,000 per annum and has
granted him a five-year option to purchase 750,000 shares of its Common Stock at
an exercise price of $.01 per share. The market price of the Company's Common
Stock at the time such option was granted was $.05 per share, resulting in
immediate compensation to Mr. Lieberman of $30,000. During 1999, the Company
issued Mr. Lieberman 17,000,000 shares of its Common Stock as partial payment
against accrued salary payable to him for the periods 1996 through 1998. See
"Executive Compensation."

On March 15, 2000, the Company entered into a two year employment agreement
with Dr. Leonard Bielory to serve as its Scientific Director. Pursuant to the
terms of this agreement, the Company agreed to (i) pay to Dr. Bielory
compensation ranging from $500 to $2,500 per month (depending upon the Company's
net profits) to reimburse him for accrued, but as yet unpaid, consulting fees;
(ii) grant Dr. Bielory a five-year option to purchase 750,000 shares of its
Common Stock at an exercise price of $.4375 per share; (iii) issue to Dr.
Bielory an additional 225,000 shares of Common Stock; (iv) issue to Dr. Bielory
on each January 1 such employment agreement is in effect an option to purchase
an additional 750,000 shares of Common Stock, at an exercise price equal to the
listed closing price of such Common Stock on the first day of January upon which
the markets are open for trading in the year in which the option is granted; (v)
issue to Dr. Bielory 25,000 shares of Common Stock for each article that is
written by Dr. Bielory and published in a medical journal or publication that is
academic in nature or for speaking engagements or presentations that are for
academic purposes; and (vi) issue to Dr. Bielory 5,000 shares of Common Stock
for each article that is written by Dr. Bielory and published that is of a
marketing nature to promote the Company's products and/or for speaking
engagements or presentations that will help market the Company's products.

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PROPOSAL TO RATIFY THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)

The Board of Directors of the Company has selected the firm of Michael
Finkelstein & Co., independent certified public accountants, as the principal
independent auditors of the Company for the fiscal year ending December 31,
2000, subject to ratification by the stockholders. Michael Finkelstein & Co.
served as the Company's independent auditors for 1999. If the appointment of the
firm of Michael Finkelstein & Co. is not approved or if that firm shall decline
to act or their employment is otherwise discontinued, the Board of Directors
will appoint other independent auditors. Representatives of Michael Finkelstein
& Co. are expected to be present at the Annual Meeting, will have the
opportunity to make a brief statement at the Annual Meeting, if they do desire,
and will be available to answer appropriate questions from the Company's
stockholders.

PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF
COMMON STOCK OF THE COMPANY
(PROPOSAL NO. 3)

The Company has, in the past, issued shares of its Common Stock as a means
of raising the capital necessary to finance certain acquisitions, repay debt or
meet working capital requirements. The Certificate of Incorporation of the
Company currently authorizes the Company to issue 120,000,000 shares of Common
Stock and 5,000,000 shares of Preferred Stock. As of May 22, 2000, the Company
had issued and outstanding 110,424,506 shares of Common Stock, leaving the
Company (in the opinion of Management) with an insufficient number of shares of
Common Stock available for issuance necessary for the Company to efficiently
continue its operations. Accordingly, the Board of Directors has adopted,
subject to stockholder approval, an amendment to the Company's Certificate of
Incorporation to increase the number of shares of Common Stock the Company is
authorized to issue from 120,000,000 shares to 250,000,000 shares. The
additional shares of Common Stock to be authorized for issuance upon the
adoption of such amendment would possess rights identical to the currently
authorized Common Stock. The stockholders of Common Stock are entitled to one
vote for each share held of record on all matters to be voted on by the
stockholders. All voting is on a non-cumulative basis. The stockholders of
Common Stock do not have any preemptive rights, conversion rights, or applicable
redemption or sinking fund provisions. The amendment to authorize the issuance
of additional shares of Common Stock will not have any effect on the par value
of the Common Stock. Nevertheless, the issuance of such additionally authorized
shares of Common Stock would affect the voting rights of the current
stockholders of the Company because there would be an increase in the number of
outstanding shares entitled to vote on corporate matters, including the election
of directors, if and when any such shares are issued in the future.

An increase in the number of authorized shares of Common Stock will enable
the Company to take advantage of various potential business opportunities
through the issuance of the Company's securities, including, without limitation,
issuing stock dividends to existing stockholders, providing equity incentives to
employees, officers or directors, establishing certain strategic relationships
with other companies and expand the Company's business or product lines through
certain acquisitions of other businesses or products. The Company has no present
plans or intentions to acquire any such businesses or products.

In addition, the Company has entered into three transactions that obligate
the Company to issue Common Stock or options to purchase Common Stock. The
parties to such transactions have agreed to forgo their right to receive such
Common Stock or options until such time as the stockholders of the Company
approve the increase of the number of shares of Common Stock the Company is
authorized to issue. Such approval would permit the Company to consummate these
three transactions, which are summarized as follows:

- Issuance to Dr. Leonard Bielory, the Company's Chairman and Scientific
Director, of an option to purchase 18,000,000 shares of Common Stock,
pursuant to the terms of the February 2000 Asset

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Purchase Agreement between the Company and Dr. Bielory. See "Certain
Relationships and Related Transactions."

- Vesting of options held by David Lieberman, the Company's President, to
purchase an aggregate of 1,950,000 shares of Common Stock, which options
Mr. Lieberman voluntarily agreed not to exercise until such time as the
stockholders of the Company agree to increase the number of shares the
Company is authorized to issue. See "Security Ownership of Certain
Beneficial Owners and Management -- Note 2."

- Issuance to C.J. Lieberman, brother of David Lieberman, of 18,000,000
shares of Common Stock, pursuant to the terms of the July 1999 Technology
Purchase Agreement between the Company and C.J. Lieberman. See "Certain
Relationships and Related Transactions."

BOARD RECOMMENDATIONS

The Board of Directors believes that the approval of the foregoing three
proposals are in the best interests of the Company and its stockholders and
therefore recommends that the stockholders vote FOR such proposals.

2001 ANNUAL MEETING

Proposals of stockholders intended to be presented at the 2001 Annual
Meeting of Stockholders must be received by the Company at its executive offices
in New York, New York not later than March 20, 2001 for inclusion in the proxy
statement for that meeting.

OTHER MATTERS

Management does not know of any other matters which may come before the
Annual Meeting. However, if any other matters are properly presented at the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise act, in accordance with their judgment on such
matters.

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile, mail and personal interviews, and the Company reserves the
right to compensate outside agencies for the purpose of soliciting proxies.
Brokers, custodians and fiduciaries will be requested to forward proxy
soliciting material to the owners of shares held in their names and the Company
will reimburse them for out-of-pocket expenses incurred on behalf of the
Company.

By Order of the Board of Directors

/s/ DAVID LIEBERMAN
--------------------------------------
David Lieberman,
President

June 18, 2000

THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS WHO ATTEND
THE ANNUAL MEETING MAY VOTE THEIR SHARES PERSONALLY, EVEN THOUGH THEY HAVE SENT
IN THEIR PROXIES.

8
11

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 18, 2000

ADVANCED PLANT PHARMACEUTICALS, INC.

Know all men by these presents, that the undersigned hereby constitutes
and appoints David Lieberman and Dr. Leonard Bielory, and either of them, the
true and lawful attorneys, agents and proxies of the undersigned, with full
power of substitution, to represent and vote with respect to all of the shares
of the common stock of Advanced Plant Pharmaceuticals, Inc., standing in the
name of the undersigned at the close of business on May 22, 2000, at the Annual
Meeting of Stockholders of the Company to be held on July 18, 2000, at The IDT
Building, 520 Broad Street, 17th Floor, Newark, NJ 07102, at 11:00 a.m. local
time, and at any and all adjournments thereof, with all the powers that the
undersigned would possess if personally present, and especially (but without
limiting the general authorization and power hereby given) to vote as follows.

This proxy is solicited by the Board of Directors of the Company.

(Continued and to be signed on the reverse side.)

[X] PLEASE MARK YOUR VOTES AS THIS EXAMPLE

1. Election of Directors. Nominees are:
David Lieberman