
                                  SCHEDULE 14C
                                 (Rule 14c-101)
                  INFORMATION REQUIRED IN INFORMATION STATEMENT
                            SCHEDULE 14C INFORMATION

                 Information Statement Pursuant to Section 14(c)
            of the Securities Exchange Act of 1934 (Certificate No. )


Filed by the Registrant  |X|

Filed by a Party other than the Registrant  |_|


Check the appropriate box:

|X|   Preliminary Information Statement

|_|   Confidential, for Use of the Commission Only as permitted by Rule
      14c-6(e)(2)

|_|   Definitive Information Statement

                            ADVANCED BIOTHERAPY, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


--------------------------------------------------------------------------------
    (Name 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.)


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

      (4)   Proposed maximum aggregate value of transaction:


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

      (5)   Total fee paid:


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<PAGE>

|_|   Fee paid with preliminary materials.

|_|   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(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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                                  Page 2 of 10
<PAGE>

                            ADVANCED BIOTHERAPY, INC.
                     141 WEST JACKSON BOULEVARD, SUITE 2182
                             CHICAGO, ILLINOIS 60604
                                 (312) 427-1912
                 INFORMATION STATEMENT DATED SEPTEMBER ___, 2006

                    WE ARE NOT ASKING YOU FOR A PROXY AND YOU
                      ARE REQUESTED NOT TO SEND US A PROXY

         This Information Statement is being sent by first class mail to all
record and beneficial owners of the common stock, $0.001 par value, of Advanced
Biotherapy, Inc., a Delaware corporation, which we refer to herein as "Company,"
"we," "our" or "us." The mailing date of this information statement is on or
about September ___, 2006.

         On August 29, 2006, the record date for determining the identity of
stockholders who are entitled to receive this information statement, 169,999,812
shares of our common stock were issued and outstanding. The common stock
constitutes the sole outstanding class of voting securities of the Company. Each
share of common stock entitles the holder thereof to one vote on all matters
submitted to stockholders.

         NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION
         WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND
         YOU ARE REQUESTED NOT TO SEND US A PROXY.

         On August 29, 2006, our two stockholders, Richard P. Kiphart and Simon
Skurkovich, M.D., who at that time beneficially owned in the aggregate
91,118,574 shares, or approximately 56%, of our issued and outstanding common
stock, consented in writing to the following:

         To amend our Certificate of Incorporation to increase the number of
         authorized shares of Company common stock from Two Hundred Million
         (200,000,000) to Two Billion (2,000,000,000) shares of common stock
         (the "Amendment to Certificate").

         Since our stockholders holding at least a majority of our outstanding
common stock at the record date have voted in favor of the Amendment to
Certificate, and have sufficient voting power to approve such proposal through
their ownership of common stock, no other stockholder consents will be solicited
in connection with this Information Statement. Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934 (the "Exchange Act"), the Certificate will not
become effective until a date at least 20 days after the date on which this
Information Statement has been mailed to the stockholders. We anticipate that
the Amendment to Certificate will be effected on or about the close of business
on September 29, 2006. This Information Statement also will serve as written
notice to stockholders pursuant to Section 228(e) of the Delaware General
Corporation Law, referred to herein as the "Delaware Law."

         Our board of directors also has unanimously approved the Amendment to
Certificate.

         Pursuant to the Delaware Law, a majority of the outstanding shares of
voting stock entitled to vote thereon is required in order to approve the
Amendment to Certificate set forth herein. The elimination of the need for a
special meeting of stockholders to approve the Amendment to Certificate is
authorized by Section 228 of the Delaware Law, which provides that any action
required or permitted to be taken at a meeting of stockholders may be taken
without a meeting if a written consent is signed by stockholders holding at
least a majority of the voting power of the corporation, except that if a
different proportion of voting power is required for such action at a meeting,
then that proportion of written consents is required. Where an action is
authorized by written consent, no meeting of stockholders need be called.

         Accordingly, the action to approve the Amendment to Certificate will
not be submitted to our other stockholders for a vote and this Information
Statement is being furnished to our stockholders only to provide the prompt
notice of the taking of such action.

                                  Page 3 of 10
<PAGE>


         We will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. We will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this information statement to
the beneficial owners of our common stock.

SHARE PURCHASE AND DEBT RESTRUCTURE AGREEMENT

         The following is only a summary of the material provisions of the Share
Purchase and Debt Restructure Agreement, dated as of August 28, 2006
("Agreement"), by and between the Company and Richard P. Kiphart ("Noteholder").
The Agreement may be obtained from the Securities and Exchange Commission or,
upon request to our principal office.

         Agreement. The purpose of the Agreement is to generate new capital for
the Company through the sale of new shares to the Noteholder, and to restructure
the Company's long-term and short-term debt into equity, among other purposes.
The cash to be contributed by the Noteholder is intended to be used for working
capital and possible acquisitions. The closing of the transactions
("Transactions") contemplated by the Agreement is subject to satisfaction of
certain conditions which have not been satisfied as of the date of this
Information Statement, but are expected to be completed in approximately 20
days.

         Sale of Company Shares. Subject to the terms and conditions of the
Agreement, the Company agreed to sell an aggregate of 433,333,333 shares ("New
Shares") of Company common stock, $0.001 par value per share, at $0.015 per
share to the Noteholder, family members of the Noteholder, and Christopher W.
Capps, the Company's new President and Chief Executive Officer, and prospective
board members for the aggregate sum of $6,500,000 ("New Capital"). The Company
has received $1,100,000 of the New Capital from the Noteholder as of the date of
this Information Statement for which the Noteholder acquired 73,333,333 shares
of Company common stock.

         Adjustment of Conversion Price. Pursuant to the Agreement, the Company
agreed to adjust the conversion price of all outstanding Convertible Notes,
including, without limitation, its 2002 Convertible Notes due June 1, 2006, the
2003 Convertible Notes due September 30, 2007, and the 2005 Convertible Notes
due September 30, 2009. Additionally, the Company will adjust the conversion
price of all its other convertible notes, and authorize the holders of its other
promissory notes, to exchange the principal and accrued interest thereon for
shares of Company common stock at the rate of one share for each $0.015 of
Company indebtedness.

         Conversion by Noteholder. In addition, the Noteholder agreed to convert
all of his Convertible Notes and other Company promissory notes into shares of
common stock at the same $0.015 per share conversion price. Subject to the
filing of the Amendment to Certificate in accordance with the Agreement, the
Noteholder will acquire approximately 360,980,730 shares of Company common stock
upon conversion of his Convertible Notes and other promissory notes.

         Conversion of Company Debt into Equity. As a condition to the
Transaction which may be waived by Noteholder, the other holders ("Other
Holders") of convertible notes and other promissory notes and indebtedness owed
by the Company, including accrued unpaid salaries, have agreed to convert the
principal amount thereof, together with accrued interest thereon, into shares of
Company common stock, at the price of $0.015 per share. The other Holders will
receive upon filing of the Amendment to Certificate approximately 95,000,000
aggregate shares of Company common stock upon conversion of their Company debt
into shares of common stock.

         Stockholder Rights Offering. As a condition to the Company's entering
into the Agreement, the Noteholder agrees to cause the Company to commence a
stockholder rights offering ("Rights Offering") for shares of Company common
stock, to be offered to the Company's stockholders, excluding the Noteholder,
his affiliates and family members, at a price of $0.015 per share. The Rights
Offering will provide that each stockholder will have the right to purchase up
to ten (10) shares of Company common stock for each one (1) share then held by
the stockholder, at $0.015 per share. The Rights Offering is subject to the
registration rules and procedures of the Securities and Exchange Commission and
applicable state securities agencies, as more specifically set forth in the
Agreement. It is expected that the Company also will include in its registration
statement to be filed with respect to the Rights Offering the shares of common
stock to be issued to former officers to whom the Company owed accrued salaries
and certain holders of accounts payable, as provided in the Agreement, as well
as holders of shares entitled to piggy-back registration rights previously
granted by the Company.

                                  Page 4 of 10
<PAGE>


         Stock Options. The Noteholder plans to arrange for the grant of new
stock options to members of the Board of Directors, the Advisory Board and
certain consultants following the closing with the grant amounts and other terms
to be mutually approved by the Special Committee and the Noteholders.

         Fairness Opinion. As a condition to closing, the Board of Directors has
received a written opinion from an independent investment banking firm, that the
total consideration to be received by the Company as contemplated by the
Agreement is fair, from a financial point of view, to the Company's
stockholders.

         Special Committee. The Agreement provides for the appointment of a
special committee consisting of three directors whose responsibility will be to
oversee, monitor and enforce compliance of the Agreement by the Noteholder and
the Company. The Special Committee, among other powers, has the right to review
and discuss with management compliance by the Company and the Noteholder of
their respective obligations under the Agreement; to investigate, review and
analyze any matter brought to its attention; to engage advisors, including
attorneys, accountants and other consultants, to assist in the discharge of the
Committee's responsibilities, including enforcement of the Agreement; to approve
and execute any modification or Certificate of the Agreement, as it deems
reasonable or appropriate, and to take such other actions as it deems necessary
or appropriate in connection with the foregoing. The Company is responsible for
the fees and expenses of the Special Committee, including its outside advisors.
The Special Committee will be initially comprised of three members of the Board.
The membership, term and termination of the Special Committee will be described
in the Agreement. The Company agrees to indemnify and hold harmless members of
the Special Committee, against claims by the Noteholder or any stockholder of
the Company.

         In the Agreement, the Noteholder agreed to a release of claims against
the Company and its directors, officers and representatives, arising prior to
the closing of the Transactions, except for claims arising from fraud or willful
misconduct, or failure to comply with the Agreement.

         The Noteholder further agreed, for a period of one year from the
closing, not to approve, or permit the Company to approve, any merger or
consolidation of the Company unless the Company shall be the surviving
corporation, or any transaction which enables Company stockholders to exercise
appraisal rights under Delaware law, or any exchange, reclassification or
cancellation of Company shares of common stock, including a reverse stock split,
provided that the one-year restrictive period may be shortened upon approval by
the holders of a majority of the outstanding shares of Company common stock not
held by the Noteholder, his affiliates and family members, or upon approval by
the Special Committee.

         Changes in Control. After acquiring the New Shares and converting his
Convertible Notes and other promissory notes, the Noteholder will hold
approximately 83% of all issued and outstanding shares of Company common stock,
subject to the Rights Offering, Accordingly, the Noteholder will acquire an
aggregate number of shares of the Company common stock which results in a change
in control with respect to the stock ownership of the Company such that the
Noteholder holds the majority of the issued and outstanding shares of Company
common stock. As a result of his share ownership, and percentage interest, the
Noteholder will be able to elect all of the directors who comprise the Board of
Directors, which represents a change in the majority control of the Board. He
agrees to elect the members of the Special Committee as directors of the Company
until the termination of the Special Committee.

         New Chairman of the Board and Chief Executive Officer. The Board of
Directors appointed Richard P. Kiphart as the new non-executive Chairman of the
Board, Christopher W. Capps as the new President and Chief Executive Officer,
and Thomas J. Parnice, as Secretary and Treasurer. The Company will move its
executive offices to Chicago.

         Certificates to Certificate of Incorporation. The Agreement provides
that the Company will amend its Certificate of Incorporation to increase the
number of authorized shares of common stock to 2,000,000,000 from 200,000,000
shares of common stock. Upon filing of the Amendment to Certificate, the Company
would have authorized 2,020,000,000 shares of capital stock, consisting of
2,000,000,000 shares of common stock, $0.001 par value per share, and 20,000,000
shares of preferred stock, none of which has been issued.

                                  Page 5 of 10
<PAGE>


FORWARD-LOOKING STATEMENTS

         This Information Statement and other reports we file with the
Securities and Exchange Commission ("SEC") contain forward-looking statements
relating to, among other things, the closing of the Transaction, and our future
performance, our business, and future events. All statements other than
statements of historical facts are forward-looking statements, including,
without limitation, any statements regarding future performance. Some of these
forward-looking statements may be identified by the use of words in the
statements such as "anticipate," "estimate," "could" "expect," "project,"
"intend," "plan," "believe," "seek," "should," "may," "assume," "continue,"
variations of such words and similar expressions. These statements are not
guarantees of future performance and involve certain risks, uncertainties, and
assumptions that are difficult to predict. We caution you that our performance
and results could differ materially from what is expressed, implied, or forecast
by our forward-looking statements. Future operating results and the Company's
stock price may be affected by a number of factors, including, without
limitation: (i) availability of capital; (ii) opportunities for joint ventures
and corporate partnering; (iii) opportunities for mergers and acquisitions to
expand the Company's biotechnology base or acquire revenue generating business;
(iv) regulatory approvals of preclinical and clinical trials; (v) intellectual
property matters (patents); and (vi) competition. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Item 1. Business," and all subsections therein,
including, without limitation, the subsections entitled, Technical Background,
Government Regulation, Federal Drug Administration Regulation, Competition, and
Factors That May Affect the Company, and the section entitled "Market for
Registrant's Common Stock and Related Stockholder Matters," all contained in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2005. Given these risks and uncertainties, any or all of these forward-looking
statements may prove to be incorrect. Therefore, you should not rely on any such
forward-looking statements. Except as required under federal securities laws and
the rules and regulations of the SEC, we do not intend to update publicly any
forward-looking statements to reflect actual results or changes in other factors
affecting such forward-looking statements.

         For a detailed discussion of these and other risk factors, please refer
to our filings with the SEC on Forms 10-KSB, 10-QSB and 8-K. You can obtain
copies of these reports and other filings for free at the SEC's Web site at
www.sec.gov or from commercial document retrieval services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the Common Stock ownership, including
options to purchase stock, of each person known by the Company to be the
beneficial owner of five percent (5%) or more of the Company's Common Stock,
each director individually and all officers and directors of the Company as a
group as of August 29, 2006. Each person has sole voting and investment power
with respect to the shares of Common Stock shown, unless otherwise noted, and
all ownership is of record and beneficial. The share amounts for Richard P.
Kiphart, Simon Skurkovich, M.D., and Edmond F. Buccellato have been adjusted to
reflect the issuance of 73,333,333 shares to Mr. Kiphart for $1,100,000 of New
Capital received from him, and issuance of new shares to Dr. Skurkovich and Mr.
Buccellato upon conversion of certain indebtedness owed to them by the Company,
all pursuant to the Agreement. As of August 28, 2006, the Company had
162,999,812 shares of Common Stock outstanding.

                                  Page 6 of 10
<PAGE>


<TABLE>
<CAPTION>
                                                Number of Shares
Name and Address of Owner                       Beneficially Owned                   Percentage of Total
-------------------------                       ------------------                   -------------------
<S>                                             <C>                                  <C>
Richard P. Kiphart                              96,185,564(1)                        52.52%
222 W. Adams St.
Chicago, IL 60606

Boris Skurkovich, M.D.                           7,297,264(2)                         4.46%
18 Blaisdell Ave.
Pawtucket, RI 01860

Edmond F. Buccellato                            12,101,621(3)                         7.34%
6355 Topanga Canyon
   Boulevard, Suite 510
Woodland Hills, CA 91367

Lawrence Loomis                                  2,409,053(4)                         1.47%
9110 Red Branch Road
Columbia, MD 21045

Simon Skurkovich, M.D.                          16,518,840(5)                        10.04%
802 Rollins Avenue
Rockville, MD 20852

Thomas J. Pernice                                1,227,443(6)                             *
141 W. Jackson Blvd., Suite 2182
Chicago, IL 60604

Keith Gregg                                              0(7)                             *
205 Powell Place
Brentwood, TN 37027

Joseph A. Bellanti, M.D.                            25,000(8)                             *
6007 Corewood Lane
Bethesda MD 20816

All officers and directors as a group (9)       __________                           _____%
</TABLE>

----------
(1) Shares held in the name of Richard P. Kiphart include the right to acquire
(before taking into account the reduction of the conversion price to $0.015 per
share pursuant to the Agreement) 14,688,980 shares, upon the conversion of
$3,672,245 principal amount of the Company's 2002 Subordinated Convertible
Pay-In-Kind Notes Due June 1, 2006 ("2002 Convertible Notes Due 2006") and the
right to acquire 3,618,612 shares, upon the conversion of $904,653 principal
amount of the Company's 2003 Subordinated Convertible Pay-In-Kind Notes Due
September 30, 2007 ("2003 Convertible Notes Due 2007"), the right to acquire
1,763,238 shares upon the conversion of $185,140 principal amount of the
Company's 2005 Subordinated Convertible Pay-In-Kind Notes Due September 30, 2009
("2005 Convertible Notes Due 2009"), options to purchase up to 20,000 shares of
Common Stock at an exercise price of $0.21 per share, options to purchase up to
30,000 shares of Common Stock at an exercise price of $0.42 per share and
options to purchase up to 25,000 shares of Common Stock at an exercise price of
$0.20 per share.
(2) Shares held in the name of Boris Skurkovich include shares held in his name
(1,785,384), and shares held in the name of Carol Marjorie Dorros (1,965,555)
and Samuel Aaron Skurkovich (3,011,325) and options to purchase up to 10,000
shares of Common Stock at an exercise price of $0.25 per share, options to
purchase up to 20,000 shares of Common Stock at an exercise price of $0.21 per
share, options to purchase up to 30,000 shares at an exercise price of $0.42 per
share, options to purchase up to 450,000 shares of Common Stock at an exercise
price of $0.16 per share and options to purchase up to 25,000 shares at $0.20
per share.
(3) Shares held in the name of Edmond F. Buccellato comprise shares held in the
name of the Buccellato Living Trust (17,000 shares), shares held in the name of
the Edmond F. and Leana J. Buccellato Living Trust (828,719 shares), shares held
in the name of Buccellato & Finkelstein, Inc. (88,334 shares) and shares held in
the name of Amy Buccellato (76,558 shares). Includes options to purchase up to
105,543 shares of Common Stock at an exercise price of $0.10 per share, options
to purchase up to 50,000 shares of Common Stock at an exercise price of $0.10
per share, options to purchase up to 50,000 shares of Common Stock at an
exercise price of $0.20 per share, options to purchase up to 10,000 shares of
Common Stock at an exercise price of $0.25 per share, options to purchase up to
20,000 shares of Common Stock at an exercise price of $0.21 per share, options
to purchase up to 30,000 shares of Common Stock at an exercise price of $0.42
per share, options to purchase up to 1,500,000 shares of Common Stock at an
exercise price of $0.16 per share and options to purchase up to 25,000 shares of
Common Stock at an exercise price of $0.20 per share.

                                  Page 7 of 10
<PAGE>


(4) Includes shares held in the names of Lawrence Loomis (924,053 shares) and
New Horizons Diagnostics, Inc. (200,000 shares), and options to purchase up to
10,000 shares of Common Stock at an exercise price of $0.25 per share, options
to purchase up to 20,000 shares of Common Stock at an exercise price of $0.21
per share, options to purchase up to 30,000 shares of Common stock at an
exercise price of $0.42 per share, options to purchase up to 1,200,000 shares of
Common Stock at an exercise price of $0.16 per share and options to purchase up
to 25,000 shares of Common Stock at an exercise price of $0.20 per share.
(5) Includes shares held in the name of Simon Skurkovich (385,440), options to
purchase up to 300,000 shares of Common Stock at an exercise price of $0.10 per
share, options to purchase up to 623,000 shares of Common Stock at an exercise
price of $0.10 per share, and options to purchase up to 10,000 shares of Common
Stock at an exercise price of $0.25 per share, up to 20,000 shares of Common
Stock at an exercise price of $0.21 per share, up to 30,000 shares of Common
Stock at an exercise price of $0.42 per share, options to purchase up to 450,000
shares of Common Stock at an exercise price of $0.16 per share and options to
purchase up to 25,000 shares of Common Stock at an exercise price of $0.20 per
share. Simon Skurkovich is the father of Boris Skurkovich but disclaims
beneficial ownership of the shares attributed to him and disclaims that the two
of them are part of a "group" for SEC purposes.
(6) Shares held in the name of Thomas J. Pernice include warrants to purchase
100,000 shares of Common Stock at an exercise price of $0.25 per share, warrants
assigned by Cappello Capital Corp. to purchase 1,042,443 shares of Common Stock
at an exercise price of $0.15 per share, options to purchase up to 10,000 shares
of Common Stock at an exercise price of $0.25 per share, options to purchase up
to 20,000 shares of Common Stock at an exercise price of $0.21 per share,
options to purchase up to 30,000 shares of Common Stock at an exercise price of
$0.42 per share and options to purchase up to 25,000 shares of Common Stock at
an exercise price of $0.20 per share.
(7) Shares held in the name of Keith Gregg do not include 60,000 shares of
Common Stock underlying a warrant issued at an exercise price of $0.10 which
vests in three equal installments beginning December 31, 2006.
(8) Shares held in the name of Joseph A. Bellanti comprise options to purchase
up to 25,000 shares of Common Stock at an exercise price of $0.20.
(9) Includes 1,042,493 shares of Common Stock underlying warrants, 4,456,876
shares of Common Stock underlying options and 20,070,830 shares of Common Stock
underlying outstanding 2002 Convertible Notes Due 2006, 2003 Convertible Notes
Due 2007 and 2005 Convertible Notes Due 2009.
------------------------------------------------------------------------------
* Represents less than 1% of the outstanding shares of Company Common Stock.

CONTROLLING STOCKHOLDERS

         On August 29, 2006, Richard P. Kiphart and Simon Skurkovich, M.D.,
owning approximately 56% of our issued and outstanding common stock, consented
in writing to approve the Amendment to Certificate.



Name and Address                      Number of Shares             Percent(1)

Richard P. Kiphart                    76,057,734                   46.67%
222 W. Adams Street
Chicago, Illinois 60606

Simon Skurkovich, M.D.                15,060,840                   9.23%
802 Robins Avenue
Rockville, Maryland 20852

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

         Note:    Unless otherwise indicated in the footnotes below, we have
                  been advised that each person above has sole voting and
                  investment power over the shares indicated above.

         (1)      Based upon 162,999,812 shares of common stock outstanding on
                  August 29, 2006.

         Under Section 14(c) of the Exchange Act, the action taken by written
consent without a meeting of stockholders cannot become effective until 20 days
after the mailing date of this Information Statement. We are not seeking written
consent from any stockholders other than as set forth above and our other
stockholders will not be given an opportunity to vote with respect to the
actions taken. All necessary corporate approvals have been obtained, and this
information statement is furnished solely for the purpose of advising
stockholders of the actions taken by written consent and giving stockholders
advance notice of the actions taken, as required by the Exchange Act.

                                  Page 8 of 10
<PAGE>


FEDERAL SECURITIES LAWS

         The Company's shares of common stock to be issued in connection with
the Agreement ("Shares") will not be registered initially under the Securities
Act, except as otherwise provided in the Agreement with respect to the
subsequent filing of a registration statement in connection with the Rights
Offering. It is intended that such Shares will be issued pursuant to the private
placement exemption under Section 4(2) and/or Regulation D of the Securities Act
or other available exemption. These Shares are deemed "restricted securities"
and will bear an appropriate restrictive legend indicating that the resale of
such Shares may be made only pursuant to registration under the Securities Act
pursuant to an available exemption from such registration.

         After the closing pursuant to the Agreement, we anticipate that our
common stock will continue to be quoted on the OTC Bulletin Board. The Shares of
common stock will be "restricted securities" within the meaning of Rule 144
promulgated under the Securities Act. Under the provisions of Rule 144,
restricted securities may be sold into the public market, subject to holding
period, volume and other limitations set forth under the Rule. In general, under
Rule 144 as currently in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year,
including any person who may be deemed to be an "affiliate," as defined under
the Securities Act, is entitled to sell, within any three-month period, an
amount of shares that does not exceed the greater of:

      o     the average weekly trading volume in the common stock, as reported
            through the automated quotation system of a registered securities
            association, during the four calendar weeks preceding such sale, or

      o     1% of the shares then outstanding.

         In order for a stockholder to rely on Rule 144, we must have available
adequate current public information with respect to our business and financial
status. A person who is not deemed to be an affiliate and has not been an
affiliate for the most recent three months and who has held restricted shares
for at least two years, would be entitled to sell such shares under Rule 144(k)
without regard to the various resale limitations of Rule 144.

WHERE YOU CAN FIND MORE INFORMATION

         As required by law, we file annual and periodic reports and other
information with the SEC. These reports and other information contain additional
information about our company. You can inspect and copy these materials at the
Securities and Exchange Commission public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on public reference rooms. Some of this information may also be
accessed on the World Wide Web through the SEC's Internet address at
"http://www.sec.gov."

         Statements contained in this Information Statement or in any document
incorporated into this Information Statement by reference regarding the contents
of any contract or other document are not necessarily complete and each such
statement is qualified in its entirety by reference to such contract or other
document filed as an exhibit with the SEC.

         The SEC allows us to incorporate by reference into this Information
Statement documents we file with the SEC, which means that we can disclose
important information by referring to those documents. The information
incorporated by reference into this Information Statement is considered to be a
part of this Information Statement, and later information that we file with the
SEC will update and supersede that information. We incorporate by reference the
documents listed:

                                  Page 9 of 10
<PAGE>


      o     Our Annual Report on Form 10-KSB for the fiscal year ended December
            31, 2005;

      o     Our Quarterly Reports on Form 10-QSB for the quarters ended March
            31, 2006, and June 30, 2006; and

      o     Our Current Reports on Form 8-K filed on August 30, 2006.

         We will provide without charge, upon written or oral request by a
stockholder, a copy of any and all of the documents referred to above that have
been, or may be, incorporated by reference herein. Written requests should be
sent to our principal offices at 141 West Jackson Boulevard, Suite 2182,
Chicago, Illinois 60604. Oral requests may be made to our principal offices,
telephone number (312) 427-1912.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
INTO THIS INFORMATION STATEMENT. THE DATE OF THIS INFORMATION STATEMENT IS
SEPTEMBER ___, 2006. WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION
DIFFERENT FROM THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
INTO THIS INFORMATION STATEMENT IS ACCURATE AS OF ANY LATER DATE THAN THE DATE
OF THE INFORMATION STATEMENT, AND THE MAILING OF THIS INFORMATION STATEMENT TO
STOCKHOLDERS WILL NOT CREATE ANY IMPLICATION TO THE CONTRARY.

September ___, 2006                   BY ORDER OF THE BOARD OF DIRECTORS



                                      /s/ Thomas J. Pernice
                                      ------------------------------------------
                                      Thomas J. Pernice, Secretary


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