UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported) December
11, 2006
Advanced
Biotherapy, Inc.
(Exact
name of registrant as specified in its chapter)
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Delaware
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0-26323
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51-0402415
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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|
(IRS
Employer
Identification
No.)
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141
West Jackson Boulevard, Suite
2182
Chicago,
Illinois
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60604
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (312)
427-1912
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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| ITEM4.02 |
NON-RELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT
REPORT OR COMPLETED INTERIM REVIEW.
|
On
December 11, 2006, Advanced Biotherapy, Inc. (the “Company”) concluded that
certain errors were made with respect to the Company’s audited financial
statements for the year ended December 31, 2005, and its unaudited financial
statements for each of the three calendar quarters in 2006. The errors in the
Company’s audited financial statements for the year ended December 31, 2005,
were brought recently to the Company’s attention by the Securities and Exchange
Commission, and the accounting procedures involved have since been corrected.
The
Company plans to restate its 2005 audited financial statements and its financial
statements for each of the three calendar quarters in 2006 and, accordingly,
will file an amended Form 10-KSB for the year ended December 31, 2005 and
amended Forms 10-QSB for the quarters ended March 30, 2006, June 30, 2006,
and
September 30, 2006, respectively, with the Securities and Exchange Commission.
The Company expects to file its restated Form 10-KSB and Forms 10-QSB in
January, 2007.
The
Company expects that its restated Form 10-KSB for the year ended December 31,
2005, will correct the following: (a) revise its Statements of Operations to
reclassify the amount described as “Vesting of Options and Warrants (Non-Cash)”
to identify the specific expense that such amount relates to, but the Company
has not yet determined such expenses, and no additional expense will result
from
this reclassification; (b) revise Note 5 - Patents and Patents Pending - to
identify the costs and carrying value separately for the Company’s existing
patents and its patents pending; (c) revise Note 7 - Concentrations, Bank
Accounts and Investments - to reclassify its auction rate securities for 2004
between cash and investments, which reclassification will cause the Company
to
correct its reporting in 2005 for the sale of those securities; and (d)
recognize in 2005 an additional expense as a finance charge estimated to be
no
more than $100,000 in connection with the Company’s reduction of the conversion
price from $0.25 to $0.24 per share with respect to its outstanding 2000 and
2002 convertible notes. The Company expects that its restated Forms 10-QSB
for
the three calendar quarters in 2006 also will reflect the foregoing
corrections.
Accordingly,
the financial statements contained in the originally filed Form 10-KSB for
the
year ended December 31, 2005, and the originally filed Forms 10-QSB for the
quarters ended March 30, 2006, June 30, 2006, and September 30, 2006,
respectively, should no longer be relied upon.
The
Audit
Committee and the authorized officers of the Company have discussed with the
Company’s independent certified public accountants the matters disclosed in this
Form 8-K, and will discuss with its accountants the matters to be disclosed
in
its amended Form 10-KSB and Forms 10-QSB to be filed with the Securities and
Exchange Commission.
Forward-Looking
Statements
Statements
made in this report, other than statements of historical fact, are
forward-looking statements and are subject to a number of uncertainties that
could cause actual results to differ materially from the anticipated results
or
other expectations expressed in our forward-looking statements.
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. The Company operates in a rapidly changing
environment that involves a number of risks, some of which are beyond the
Company’s control. Future operating results and the Company’s stock price may be
affected by a number of factors, including, without limitation: (i)
opportunities for acquisition of a revenue generating business; (ii)
opportunities for licensing agreements with pharmaceutical companies relating
to
the Company’s patents; (iii) opportunities for joint ventures and corporate
partnering; (iv) regulatory approvals of preclinical and clinical trials; (v)
the results of preclinical and clinical trials, if any; (vi) health care
guidelines and policies relating to prospective Company products; (vii)
intellectual property matters (patents); and (viii) competition. See
the
Company's public filings with the Securities and Exchange Commission for further
information about risks and uncertainties that may affect the Company and the
results or expectations expressed in our forward-looking statements, including
the section captioned "Factors That May Affect The Company" 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.
| Item9.01. |
FINANCIAL
STATEMENTS AND EXHIBITS.
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(c) Exhibits.
| Designation |
Description of Exhibit |
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| 99.1 |
Press Release dated December 14,
2006 |
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 hereunto
duly authorized.
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ADVANCED
BIOTHERAPY, INC.
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| Date: December
14, 2006 |
By: |
/s/ Christopher
W. Capps |
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Christopher
W. Capps, President
and
Chief Executive Officer
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INDEX
TO
EXHIBITS
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Exhibit
|
Description |
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| 99.1 |
Press Release dated December 14,
2006 |
Page 3
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