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)

Delaware 
 
0-26323
 
51-0402415  
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
141 West Jackson Boulevard, Suite 2182
Chicago, Illinois
 60604
(Address of principal executive offices)
(Zip Code)
 
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
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
 
 
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Item9.01.
FINANCIAL STATEMENTS AND EXHIBITS.

(c)    Exhibits.
 
Designation Description of Exhibit
   
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.
 
     
 
ADVANCED BIOTHERAPY, INC.
(Registrant)
 
 
 
 
 
 
Date: December 14, 2006 By:   /s/ Christopher W. Capps
 
Christopher W. Capps, President
and Chief Executive Officer
   
 
INDEX TO EXHIBITS
 
Exhibit
Description
   
99.1 Press Release dated December 14, 2006
 
 
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