**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D. C. 20549**


_________________________________________





**Form
      10-KSB** **/A**


**(Amendment
      No. 2)**





**x**  **ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15 (d) of the SECURITIES** **EXCHANGE
      ACT OF 1934**





**For
      the fiscal year ended December 31, 2005**


**or**





**o**  **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT of
      1934**





**Commission
      file number 0-26323**


___________________________________________________





**Advanced
      Biotherapy, Inc.**


*(Exact
      name of Registrant as specified in its charter)*


**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **51-0402415**
              (IRS
                Employer
              Identification
                No.)


**141
      West Jackson Blvd., Suite 2182**


**Chicago,
      IL 60604**





(Address
      of principal executive offices, including zip code.)





**(Registrant’s
      telephone number, including area code)**


**(312)
      427-1912**





**Securities
      registered pursuant to Section 12 (b) of the Act**


**None**





**Securities
      registered pursuant to Section 12 (g) of the Act**


**Common
      Stock**





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the Registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. YES x  NO o




Check
      if
      no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
      contained herein, and no disclosure will be contained, to the best of
      Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





State
      Issuer’s revenues for its most recent fiscal year.





December
      31, 2005:   $-0-





The
      aggregate market value of Registrant’s common stock held by non-affiliates
      computed by reference to the closing price of such stock on February 28, 2006,
      was $3,755,247, which market value excludes 12,623,383 shares of common stock
      held by directors, executive officers and stockholders whose beneficial
      ownership exceeds ten percent (10%) of the shares outstanding on February 28,
      2006.




As
      of February 28, 2006, the Registrant
      had outstanding 54,348,346 shares of common stock.





Documents
      Incorporated by Reference: None.














EXPLANATORY
      NOTE





The
      purpose of this Amendment No. 2 is to correct errors the Company discovered
      in
      the comparison made between annual periods in Management’s Discussion and
      Analysis of Financial Condition and Results of Operation and the Controls and
      Procedures presented in the Company’s Annual Report on Form 10-KSB/A for the
      year ended December 31, 2005 filed January 12, 2007 (“Amended Filing”). All
      other items in the Amended Filing not expressly changed herein shall be as
      set
      forth in the Amended Filing, including, without limitation, the financial
      statements presented in the Amended Filing.





The
      following are the errors discovered by the Company.





a. The
      increase in the amount of research and development expenses over the year ended
      December 31, 2004 of $97,310 includes the sum of $377,500 reclassified as a
      research and development expense rather than a separate and equivalent stock
      option and warrant vesting expense.





b. The
      Company eliminated reference to “stock option and warrant vesting expense” in
      its comparison of the year ended December 31, 2005 compared to
      2004.





The
      Company is not restating or correcting its financial statements filed with
      the
      Amended Filing.





This
      Amendment No. 2 does not reflect events occurring after the filing of our Annual
      Report on Form 10-KSB for the year ended December 31, 2005 filed on April 14,
      2006 (“Original Filing”) or modify or update disclosures affected by subsequent
      events, except for the updated Exhibits 31.1, 31.2, 32.1 and 32.2. In accordance
      with SEC rules, this Amendment No. 2 includes updated certifications from our
      Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2,
      32.1
      and 32.2.




The
      following sections of our Annual Report on Form 10-KSB/A have been revised
      from
      the Amended Filing:




Part
      I -
      Item 6. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations, “Fiscal 2005 Compared to 2004.”




Part
      II -
      Item 8A. Controls and Procedures.




All
      information in this Amendment No. 2 on Form 10-KSB/A and the Amended Filing
      is
      subject to updating and supplementing as provided in the Company’s periodic
      reports filed with the Securities and Exchange Commission subsequent to the
      date
      of such reports.







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PART
      II.





ITEM
      6.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION.





FISCAL
      2005 COMPARED TO FISCAL 2004 (As Restated)




The
      following data has been restated to recognize in 2004 an additional interest
      expense as a finance charge of $49,749 due to a correction in the accounting
      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.
      See Note 12 - Conventional Convertible Debt - of the Notes to Financial
      Statements for more detailed information regarding this
      restatement.




For
      the
      year ended December 31, 2005, the Company realized a net loss of $2,158,352
      compared to a net loss of $2,490,444 for the year ended December 31, 2004.
      The
      Company had decreases in expenses over the year ended December 31, 2004,
      consisting primarily of the following: decreased interest expense of $168,614,
      decreased promotional fees of $27,422, decreased professional fees of $21,363,
      decreased depreciation and amortization of $17,597, decreased administrative
      salaries and benefits of $26,051, decreased insurance of $23,816, deceased
      shareholder relations fees and transfer fees of $27,373, decreased rent of
      $71,161, decreased travel and entertainment of $31,344, decreased general and
      administrative expenses of $28,287, decreased interest and dividend income
      of
      $113,762, increased research and development expenses in the amount of $97,310,
      increased business development expenses of $81,500, increased directors’ fees of
      $56,673, increased loss on abandonment of patents of $13,971, and increase
      of
      gain on forgiveness of debt of $145,400.





ITEM
      8A.  CONTROLS
      AND PROCEDURES





In
      accordance with Item 307 of Regulation S-B promulgated under the Securities
      Act
      of 1933, as amended, the Chief Executive Officer and Chief Financial Officer
      of
      the Company (the “Certifying Officers”) conducted evaluations of the Company’s
      disclosure controls and procedures. As defined under Sections 13a-14(c) and
      15d-14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), the term “disclosure controls and procedures” means controls and other
      procedures of an issuer that are designed to ensure that information required
      to
      be disclosed by the issuer in the reports that it files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Commission’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure. The Certifying Officers have concluded that, as of April 14, 2006,
      the date of the original filing of the Company’s Annual Report on Form 10-KSB
      for the year ended December 31, 2005 (“Original Filing”), that the Company’s
      disclosure controls and procedures were ineffective because (i) the Company
      incorrectly aggregated certain patent and patent pending costs instead of
      classifying patent costs and patent pending costs separately, (ii) incorrectly
      classified certain auction rate securities as cash that should have been
      separately classified as auction rate securities, (iii) incorrectly classified
      certain expenses as vesting of options and warrants (non-cash) expenses instead
      of as consulting, research and development (non-cash) expenses, and (iv) omitted
      an interest expense in the amount of $49,749.00 for the year ended December
      31,
      2004, resulting from a correction in accounting in connection with the Company’s
      reduction of the conversion price from $0.25 to $0.24 per share with respect
      to
      the Company’s 2000 and 2002 convertible notes. The Certifying Officers have
      concluded that the errors reported in this Amendment No. 2 were inadvertent
      reporting period comparison errors made in our amended Form 10-KSB filed January
      12, 2006, of the reclassification in our restatement of our financial statements
      for the years ended December 31, 2005 and December 31, 2004, respectively,
      of
      certain expenses as research and development expenses that should have been
      so
      correctly identified in our 2005 to 2004 year comparison. Improvements regarding
      the effectiveness of our internal controls for reporting of financial period
      comparisons have been implemented, including the internal review procedures
      implemented by our Certifying Officers, and retention of our new Chief Financial
      Officer, Michael G. Bansley. The Certifying Officers have reviewed the Company’s
      disclosure controls and procedures and concluded that those disclosure controls
      and procedures are currently effective in causing information to be recorded,
      processed, summarized and reported within the time periods specified in the
      Commission’s rules and forms and communicated to management of the Company to
      allow timely decisions regarding the Company’s public disclosures.





The
      Company believes that its internal disclosure controls and procedures are
      adequate with respect to its status as a 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.






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SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities and Exchange Act
      of
      1934, the Registrant, Advanced Biotherapy, Inc., has duly caused this Report
      to
      be signed on its behalf by the undersigned, thereunto duly authorized, on this
      16th day of March, 2007.




Advanced
              Biotherapy, Inc.(Registrant)By:
            /s/ Christopher
              W. CappsPresident
              and Chief Executive
              Officer






By:
            /s/ Michael
              G. BansleyChief
              Financial Officer







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