 |
ADVANCED BIOTHERAPY, INC. |
| |
ADVANCED BIOTHERAPY, INC. |
|
Administration
|
||
|
c/o
KVG Partners
|
||
|
141
West Jackson Blvd.
|
||
|
Suite
2182
|
||
|
Chicago,
IL 60604
|
||
|
Telephone
312-427-1912
|
||
|
Fax
312-427-5396
|
||
|
www.advancedbiotherapy.com
|
|
December
21, 2006
|
||
|
Amy
C. Bruckner
|
||
|
Staff
Accountant
|
||
|
Securities
& Exchange Commission
|
||
|
Division
of Corporation Finance
|
||
|
Washington,
D.C. 20549
|
||
|
Re: Advanced
Biotherapy, Inc.
|
||
|
Item
4.02(a) Form 8-K Filed December 15, 2006
|
||
|
File
No. 000-26323
|
||
|
Dear
Ms. Bruckner:
|
||
|
I
am responding to your letter dated December 15, 2006 regarding the
Form
8-K filed December 15, 2006 by Advanced Biotherapy, Inc.
(“Company”).
|
||
|
1. Please
tell us whether you have reconsidered, in accordance with Item 307
of
Regulation S-B, the adequacy of your previous assertions in your
Forms
10-QSB for all of the quarterly periods in Fiscal 2006 and in your
Form
10-KSB for the year ended December 31, 2005 regarding your disclosure
controls and procedures, particularly in light of the restatement
issues
that you have described in this 8-K.
|
||
|
The
Commission notified the Company that the Company should consider
its
accounting for a reduction of the conversion price from $0.25 to
$0.24 per
share with respect to its outstanding 2000 and 2002 convertible notes,
and
to reclassify certain costs and expenses. The Company recently appointed
a
new Chief Financial Officer, Michael G. Bansley, as of October 18,
2006.
We believe our new CFO is sufficiently versed in public company accounting
to address these particular matters.
|
||
|
The
Company believes that its internal controls, disclosure controls
and
procedures were adequate with respect to the Form 10-KSB, and Forms
10-QSB
referenced above but recognizes that its former CFO was unfamiliar
with
the technical accounting procedure for reduction in the conversion
price
of convertible notes. The Company believes that its internal disclosure
controls and procedures continue to be adequate with respect to its
status
as development stage company and its past and current business regarding
research and development of its patent portfolio. The Company has
not
generated revenue from operations for several years.
|
||
|
The
Company recognizes that the balance of the comments raised by the
Commission in its letter dated December 1, 2006 relate to
reclassifications of certain patents and patent pending costs, its
auction
rate securities that actually were liquidated after the period in
question
and the specific expense regarding vesting of options and warrants
(non-cash), none of which results in any additional expense to the
Company
from such reclassifications. The impact of the additional finance
charge
due to the reduction of the conversion price will result in an increase
in
our net loss for the year ended December 31, 2005. We will acknowledge
in
our amended Form 10-KSB that we have taken steps to improve our internal
controls and disclosure controls.
|
||
|
2. In
connection with your comments, the Company acknowledged that it is
responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure and response to staff comments
do
not foreclose the Commission from taking any action with respect
to the
filing; and the Company may not assert staff comments as a defense
in a
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
|
||
|
Very
truly yours,
|
||
|
/s/
Christopher W. Capps
|
||
|
Christopher
W. Capps
|
||
|
President
and Chief Executive Officer
|
||