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================================================================================

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended - December 31,
      1999

                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from

                         Commission file number 0-26323

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
             (Exact name of registrant as specified in its charter)

Nevada                                      95-4066865
State or other jurisdiction of              (IRS Employer
incorporation or organization)              Identification No.)

                          6355 Topanga Canyon Boulevard
                                    Suite 510
                        Woodland Hills, California 91367
         (Address of principal executive offices, including zip code.)

                                 (818) 883-3956
              (Registrant's telephone number, including area code)

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 [ ]

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/A or any amendment to
this Form 10-KSB/A. [ ]

State Issuer's revenues for its most recent fiscal year.
         December 31, 1999:  $-0-

================================================================================


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The aggregate market value of the voting stock held by non-affiliates computed
by reference to the average bid and ask price of such stock on was $40,045,888.

Issuers involved in Bankruptcy Proceedings during the past Five Years. Not
Applicable.

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
    March 31, 2000 - 39,398,265 shares of Common Stock

Documents Incorporated by Reference

1.       Form 10SB Registration Statement (SEC File #000-26323) and all
         amendments thereto, which was filed with the Securities and Exchange
         Commission and all exhibits thereto.

2.       All reports filed with the Securities and Exchange Commision subsequent
         to June 10, 1999.

Transitional Small Business Issuer Format
         YES [ ]   NO [X]


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                          INTRODUCTION TO FORM 10-KSB/A

         Advanced Biotherapy Concepts, Inc. filed its Form 10-KSB on or around
April 11, 2000 ("Form 10-KSB"). The Form 10-KSB contains certain typographical
errors and inconsistencies which the Company hereby corrects by reason of the
filing of this Form 10-KSB/A. The specific Items of this Form 10-KSB/A which
contain corrections to the Form 10-KSB are set forth below:

     (a)  Item 1. Business. "Technical Background" - In the paragraph beginning
          with the words "The Company's goal ..." (i) deleted the semicolon ";"
          after the word "product", (ii) deleted entirely the sentence "The
          antibodies, however, can be produced simultaneously";

     (b)  Item 1. "Human Immunodeficiency"- Deleted the comma "," after the word
          "invading";

     (c)  Item 1. "Federal Drug Administration Regulation" - In the paragraph
          beginning with the words "upon successful completion..." (i) changed
          the word "will" to "should" (ii) deleted the words "though they may
          also provide some" immediately before the words "information about
          effectiveness", (iii) deleted the "s" in the word "trials" found in
          the last sentence thereof;

     (d)  Item 1. "Product Liability Exposure" - Deleted entirely the
          subparagraph beginning with the words "Because many of the Company's
          products....";

     (e)  Item 1. "Patent Status and Protection of Proprietary Technology" -
          Corrected the word "recent" to read "recently";

     (f)  Item 1. "Risk Factors" - Corrected Paragraph 1 thereof to insert the
          word "or" before the words "seek additional capital";

     (g)  Item 1. "Risk Factors," Corrected Paragraph 4 thereof to delete the
          word "product" after the treatment referred to as "AGT-1";

     (h)  Item 5. "Market for Registrant's Common Equity and Related
          Stockholders Matters" - Added the word "symbol" after the words "under
          the"; and

     (i)  Item 6. "Management's Discussion and Analysis of Financial Condition
          and Result of Operations" - Corrected the dollar figure $500,000 to
          read $250,000 in accordance with Note 2 to the Financial Statements.


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                                     PART I

ITEM 1.   BUSINESS.

General

          Advanced Biotherapy Concepts, Inc. (the "Company") is a biotechnology
company whose efforts are directed at the development of treatments for diseases
related to immune system deficiencies.

         The Company is currently developing a family of treatments collectively
referred to as AGT-1. The Company believes that AGT-1 (also referred to as the
Company's products) will remove, inhibit or neutralize certain interferon's
(IFN'S) and cytokines, tumor necrosis factor, HLA class II antigens, IgE, and
other pathological factors and/or their receptors, as well as neutralizing,
removing or inhibiting autoantibodies, including antibodies to target cells, CD4
and DNA. Interferon's and cytokines are soluble components of the immune system
that are largely responsible for regulating the immune response. When
overproduced, as in certain autoimmune diseases, interferons and cytokines can
lead to immune system disturbance and inflammation.

         Prior to marketing AGT-1, the Company must obtain regulatory approval
from the United States Food and Drug Administration ("FDA") and Environmental
Protection Agency ("EPA"). The Company is not sufficiently funded to allow it to
complete the product development process, obtain FDA approval, and marketing
AGT-1. However, the Company will seek additional financing through the private
sale of restricted securities to investors, enter into joint ventures or
licensing or similar arrangements with large pharmaceutical companies to provide
the funding necessary for additional activities. There can be no assurance that
the Company will enter into any such arrangements, obtain the appropriate
regulatory approvals, or develop, manufacture, market, or distribute
commercially viable products.

         To date, the Company's activities have consisted primarily of research,
development and human clinical testing. Such activities have resulted in
accumulated losses at December 31, 1999. The Company anticipates that it will
incur substantial losses in the foreseeable future as a result of its continued
product development. There are no assurances that the Company will be successful
in completing its product development receive FDA approval, implement
manufacturing operations and commercially market AGT-1.

Business Objective

         The specific goal of the Company's business is to successfully develop,
clinically test and obtain FDA approval for its products for AGT-1.

GLOSSARY OF TERMS

Antibody                A protein in the blood that is generated by
                        B-lymphocytes or plasma cells in reaction to foreign
                        proteins or antigens. Antibodies neutralize antigens and
                        may result in immunity to the antigens.

Antigen                 A substance (usually foreign) that induces the formation
                        of antibodies.


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Auto-immune disease     A disease in which the body produces an immune response
                        to some constituent of its own tissue. Such diseases
                        include multiple sclerosis, rheumatoid arthritis,
                        insulin dependent diabetes, systemic lupus
                        erythematosus, and AIDS.

Cytokine                A soluble substance produced by cells to communicate
                        with other cells. These include colony-stimulating
                        factors, interferons, interleukins, and tumor necrosis
                        factors. Also referred to as soluble mediators.

Fully Human antibody    An antibody produced by generating human antibodies with
                        fully human protein sequences using genetically
                        engineered strains of mice in which mouse antibody gene
                        expression is suppressed and functionally replaced with
                        human antibody gene expression, while leaving intact the
                        rest of the mouse immune system.

Ig (immunoglobulin)     (IgA, IgD, IgE, IgG, and IgM) A group of serum proteins
                        representing antibodies. See Antibody.

Immune response         The events that occur in humans and other vertebrate
                        animals when the body is invaded by foreign protein. It
                        is characterized by the production of antibodies and may
                        be stimulated by an infectious organism or parasite
                        (bacteria, yeast, fungi, protozoa, etc.), transplanted
                        material, vaccine, sperm or even the host's own tissue.

Immunegenecity          The study of genetic aspects of the type and formation
                        of immunoglobulins (antibodies).

Immune System           The cells and tissues that collectively recognize and
                        eliminate invading foreign substances like
                        microorganisms, parasites, and tumor cells from the
                        body.

Immunosuppressive       Something that suppresses the immune system response.

Interferon-gamma        Glycoprotein induced in different cell sites and
                        appropriate stimulus.

Lymphocyte              A type of white cell arising from tissue of the lymphoid
                        systems. There are two types of lymphocytes: B cells and
                        T cells. These cells are capable of being stimulated by
                        an antigen to produce a specific antibody to that
                        antigen and to proliferate to produce a population of
                        such antibody-producing cells.


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Lymphokine              Any of a number of soluble physiologically active
                        factors produced by T lymphocytes in response to
                        specific antigens. Important in cell-mediated immunity,
                        lymphokines include interferon, macrophage arming
                        factor, lymphocyte inhibition factor, macrophage
                        inhibition factor, chemotactic factor and various
                        cytotoxic factors.

Macrophage              A motile white cell type found in vertebrate tissue,
                        including connective tissue, the spleen, lymph nodes,
                        liver, adrenal glands and pituitary, as well as, in the
                        endothelial lining of blood vessels and the sinusoids of
                        bone marrow, and in the monocytes. They display
                        phagocytic activity and process antigens for
                        presentation to lymphocytes, which then prepare
                        antigen-specific antibodies.

Pathogenic              Descriptive of a substance or organism that produces a
                        disease.

Placebo                 An indifferent substance in the form of a medicine given
                        for the suggestive effect.

Polyclonal antibody     An antibody produced in the normal immune response to an
                        antigen consisting of a number of closely related, but
                        not identical, proteins. The variation in Polyclonal
                        antibodies reflects the facts that they are formed by a
                        number of different lymphocytes, in contrast to
                        monoclonal antibodies, which are formed by a clone of
                        identical cells. Compare monoclonal antibody.

Protein                 Any group of complex nitrogenous organic compounds of
                        high molecular weight that has amino acids as their
                        basis structural units. Proteins are found in all living
                        matter and are required for the growth and repair of
                        tissue.

T-Cell                  A type of lymphocyte that matures in the thymus gland.
                        These cells are responsible for the cellular immunity
                        processes, such as direct cell binding to an antigen,
                        thus destroying it. T lymphocytes also act as regulators
                        of the immune response as helper T cells, or suppressor
                        T cells.

Tumor Necrosis Factor
(TNF)                   A substance that is capable of killing tumor cells and
                        eliciting inflammatory responses. It is produced by host
                        monocytes and macrophages and is also referred to as
                        cachectin.



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TECHNICAL BACKGROUND
         The following is a summary of certain theories related to the Company's
product development activities that are recognized in the scientific community.

Scientific Rationale and Proposed Product Development.

         The Company's main technology platform involves the use of antibodies.
An antibody is a protein that is secreted by cells in the blood and is part of
the body's natural defense system against foreign invaders such as viruses or
bacteria. Antibodies seek out and selectively bind to their targets, triggering
such effects as neutralizing toxins and marshaling the immune system against
infectious microorganisms and cancer cells. The Company's antibody treatment,
AGT-l, removes or neutralizes certain interferons and cytokines. These are
soluble components of the immune system that are largely responsible for
regulating the immune response and inflammation. During certain autoimmune
diseases (AD's), such as rheumatoid arthritis, certain interferons and cytokines
are overproduced by the human body, disturbing the immune system, leading to
autoimmune disease.

         In particular, IFN-a or IFN-y is known to trigger or exacerbate AD's in
animals prone to AD, and in patients who have had underlying autoimmune
conditions or a predisposition to them. In animal models of a number of human
AD's, the administration of antibodies to IFN-a or IFN-y halted or delayed these
diseases. This includes antibodies to IFN-y given to:

         1. Zealand Black and White mice known to develop a severe AD similar to
SLE in humans.

         2. Lewis rats afflicted with actively induced experimental AD of the
peripheral nervous system.

         3. NOD mice, an animal model of human type I diabetes.

         4. BB/Wor rats, a diabetes-prone strain, and CBA/J mice, a strain
susceptible to experimental autoimmune thyroiditis (EAT) In all cases, the
anti-IFN-y antibodies suppressed or reduced the disease.

         The Company is also pursuing collaborative relationships with the
biotechnology companies for the development of fully human antibodies. The
importance of this development is that it will allow the Company to repeatedly
treat patients over a longer period of time, the objective of which is to
commercialize its treatmentization. Until now, clinical trials have been
conducted with polyclonal antibodies, which are derived from animal protein.
These can be given to patients for only a few days in succession.

         The Company's goal is to produce, or have produced, a series of fully
human antibodies, a commercializable product. Fully human antibodies are
produced by genetic engineering and will result in a product which can be
administered to patients on a long-term basis. The Company has identified
several biotechnology companies that may develop and manufacture such antibodies
for the Company. The availability of this technology makes it possible to
produce safer and more standardized antibodies for large-scale production. It is
estimated that it will take up to one year to produce such antibodies. The shelf
life for the products developed by the Company is approximately one year.


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Human Immunodeficiency

         The immune system has two principal responses in the fight against
infectious attacks. The first is the production of antibodies, protein molecules
that latch onto and neutralize foreign invaders such as bacteria and viruses.
Antibodies are believed to coat microbes in a way that make them palatable to
macrophage, scavenger cells, which destroy the invading cells. Each type of
antibody acts on only a very specific target molecule, known as an antigen.
Thus, antibodies designed to attack one type of infection are often ineffective
against others.

         While antibodies are effective tools in the immunological system, they
cannot provide full protection against infectious attack.

Human Clinical Studies

         The Company is presently conducting human clinical studies in Russia.

         The Company intends to continue clinical studies regarding select
autoimmune diseases. In doing so, it will be able to consult with experts in
particular fields who have state of the art facilities and trained personnel.
All such investigations will be conducted under strict confidentiality
agreements and protocols that prohibit use and disclosure of the Company's
products and prohibit publication of findings without the consent of the
Company.

          The amount spent on research and development for the fiscal year
ending December 31, 1999 was $156,280 and was $137,071 for the fiscal year
ending December 31, 1998.

Manufacturing

         The Company intends to out-source product manufacturing and has
identified several contract manufacturers as having suitable facilities for
manufacturing large quantities of fully human antibodies.

         The raw materials are used as base components in a number of drug
products and are commercially available nationally and internationally.

         The Company has not entered into any manufacturing agreement for fully
human antibodies and there is no assurance that any agreements will be entered
into in the future. The contract manufacturers schedule time in their plant upon
notice from the Company of needed production.

Government Regulation

         The Company's activities are subject to extensive federal, state,
county and local laws and regulations controlling the development, testing,
manufacture and distribution of medical treatments. Most of the Company's
products will be subject to regulation as therapeutics by the United States Food
and Drug Administration ("FDA"), as well as varying degrees of regulation by a
number of foreign governmental agencies. To comply with the FDA regulations
regarding the manufacture and marketing of the Company's products, the Company
may incur substantial costs relating to laboratory and clinical testing of new
products and for the preparation and filing of documents in the formats


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PAGE 9

required by the FDA. There are no assurances that the Company will receive FDA
approval necessary to commercially market its products and that if the Company
is successful it will not encounter delays in bringing its new products to
market as a result of being required by the FDA to conduct and document
additional investigations of product safety and effectiveness.

Federal Drug Administration Regulation

         The FDA approved process for conducting clinical trials in the United
States (U.S.) consists of four steps that all new drugs, antibiotics and
biologicals must follow. They are:

         1.       investigational new drug application (IND)
         2.       clinical trials
         3.       new drug application (review and approval)
         4.       post-marketing surveys

         On January 11, 1993, the FDA approved new procedures to accelerate the
approval of certain new drugs and biological products directed at serious or
life-threatening illnesses. These new procedures will expedite the approvals for
patients suffering from terminal illness when the drugs provide a therapeutic
advantage over existing treatments. The Company believes that its products will
fall under the FDA guidelines for accelerated approval for drugs and biological
products directed at serious and life threatening disease because the Company's
products are targeted as potential treatments for rheumatism and are non-toxic.

         The Company believes that the first step in the approval process, IND
approval, will take approximately 24 to 36 months. The Company will provide the
FDA with the results of comprehensive human clinical trials already conducted
outside the U.S. The Company anticipates filing its IND for all of its products
within the next 24 months.

         Upon successful completion of the IND phase, the Company should be
permitted to commence large-scale clinical trials with its substances. Clinical
trials are conducted in three phases, normally involving progressively larger
numbers of patients. The Company, in conjunction with its FDA consultant, will
select key physicians and hospitals to actively conduct these studies. Phase I
clinical trials will be concerned primarily with learning more about the safety
of the drug, though they may also provide some information about the safety of
the drug and information about effectiveness. Phase I testing is normally
performed on healthy volunteers although for drugs directed at HIV/AIDS and
cancer, testing on infected people is permitted. The test subjects are paid to
submit to a variety of tests to learn what happens to a drug in the human body;
how it is absorbed, metabolized and excreted, what effect it has on various
organs and tissues; and what side effects occur as the dosages are increased.
The principal objective is to determine the drugs' toxicity. Phase I trials
generally involve 20-40 people at an estimated cost of $10,000 per patient,
taking six months to one year to complete. The Company has previously conducted
a Phase I pilot clinical trial in the U.S. as indicated below.


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         Assuming the results of Phase I testing present no toxic or
unacceptable safety problems, Phase II trials may begin. In many cases Phase II
trials may commence before all the Phase I trials are completely evaluated if
the disease is life threatening and preliminary toxicity data in Phase I shows
no toxic side effects. In life threatening disease, Phase I and Phase II trials
are sometimes combined to show initial toxicity and efficacy in a shorter period
of time. The primary objective of this stage of clinical testing is designed to
show whether the drug is effective in treating the disease or condition for
which it is intended. Phase II studies may take several months or longer and
involve a few hundred patients in randomized controlled trials that also attempt
to disclose short-term side effects and risks in people whose health is
impaired. A number of patients with the disease or illness will receive the
treatment while a control group will receive a placebo. The cost per patient is
estimated at $10,000.

         At the conclusion of Phase II trials, the FDA and the Company will have
a clear understanding of the short-term safety and effectiveness of the drugs
and their optimal dosage levels. Phase III clinical trials will generally begin
after the results of Phase II are evaluated. The objective of Phase III is to
develop information that will allow the drug to be marketed and used safely.
Phase III trials will involve hundreds, and sometimes thousands, of people with
the objective of expanding on the research.

         Phase II. An objective would be to discover optimum dose rates and
schedules, less common or even rare side effects, adverse reactions, and
generate information that will be incorporated into the drugs' professional
labeling, as well as, the FDA-approved guidelines to physicians and others about
how to properly use the drug.

         Patient estimates for each phase of the clinical trial process are as
follows:

     APPLICATION     PHASE I     PHASE II     PHASE III
     -----------     -------     --------     ---------
     MS                20          200          1,000

         The third step that is necessary prior to marketing a new drug is the
New Drug Application (NDA) submission and approval. In this step, all the
information generated by the clinical trials will be received and if successful,
the drug will be approved for marketing.

         The final step is the random surveillance or surveys of patients being
treated with the drug to determine its long-term effects. This has no effect on
the marketing of the drug unless highly toxic conditions arise. The time
required to complete the above procedures averages seven years, however, there
is no assurance that the Company will ever receive FDA approval of any of its
products.

         The Company conducted its first Phase I FDA approved clinical trial on
AIDS patients at Georgetown University between 1986 and 1987. Subsequent Phase I
FDA approved trials were conducted on AIDS patients at the University of
Nebraska during 1993. Since that time, the Company redirected its development
strategy and took advantage of its scientific relationships in Russia for the
conduct of human clinical trials on patients who suffer from severe rheumatoid
arthritis, multiple sclerosis and systemic lupus erythematosus.


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         The Company's clinical trials are at a relatively early stage and the
Company has not received approval from the FDA or any other governmental agency
for the manufacturing or marketing of any products under development.
Consequently, the commencement of manufacturing and marketing of any products in
the U.S. is, in all likelihood, a number of years away. The FDA may also require
post-marketing testing and surveillance to monitor the effects of approved
products or place conditions on any approvals that could restrict the commercial
applications of such products. Product approvals may be withdrawn if compliance
with regulatory standards is not maintained or if problems occur following
initial marketing. With respect to patented products or technologies, delays
imposed by the governmental approval process may materially reduce the period
during which the Company will have the exclusive right to exploit them.

          The Company anticipates that it will take up to 60 months before a
product will be available for FDA investigation and approval.

Russian Human Clinical Studies

         In collaboration with the Institute of Rheumatology of the Academy of
Medical Sciences of the Russian Federation in Moscow under a joint clinical
agreement dated July 1995, the Company has completed both pilot and double-blind
clinical trials on 55 adult patients suffering from rheumatoid arthritis and
several patients with other autoimmune diseases, including systemic lupus
erythematosus. The results demonstrated a striking improvement in patients
receiving this treatment. The patients were selected from among those with the
most severe symptoms of active rheumatoid arthritis who had not responded to
conventional treatments. They were randomized into four study groups, three
receiving individual or combined antibody preparations, and the fourth, a
combination of all three antibodies. Each patient received daily injections of
the Company's treatment for five consecutive days. A decrease in joint pain and
swelling was observed in some patients as early as the first day of treatment.
By the end of the first week, all groups not only demonstrated significant
improvement in clinical symptoms, including decrease in joint pain, swelling and
stiffness, but also showed reduction of disease severity based on certain
laboratory measures.

         In addition to these studies, the Company provided its treatment to the
Research Institute for Pediatric Hematology, Ministry of Health, Moscow, on a
"compassionate needs" basis to treat several children suffering from severe
juvenile rheumatoid arthritis. As an example, one female child suffered from
fever, severe pain in her wrists and knees, and disabling restriction of her hip
joint, despite the use of traditional drugs and increased use of non-steroidals.
Laboratory and x-ray data indicated evidence of inflammation in the affected
joints. All previous treatments had been ineffective. Following five days of
treatment with the Company's treatment, significant clinical improvement
occurred with normalization of temperature, decrease of morning stiffness,
reduction of hip pain, significant increase in the range of motion in the
affected joints, improvement in grip strength, and an overall increase in
physical activity and quality of life. More significantly, x-rays clearly showed
improvement of the affected joints. Other indices also normalized in subsequent
tests. For a period of six months following initial treatment, the patient
continued to show a lack of disease activity and has regained full mobility.


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         In collaboration with the Department of Neurosurgery, Russian State
Medical University Hospital, Academy of Medical Sciences in Moscow., the Company
has also completed both pilot and double blind clinical trials on 82 patients
suffering from multiple sclerosis. These studies were conducted under the
direction of Professor Eugene Gusev, M.D., Head of Neurology, Department of
Neurosurgery, and President of the All-Russian Society of Neurologists. The
Company's treatment was administered for five consecutive days with a three, six
and twelve month follow-up, a period during which exacerbation or recurrence of
the disease is normal. Antibodies to two cytokines brought about stabilization
of the condition, and in several cases an improvement in neurological
deficiencies. These results confirm the Company's general approach to the
treatment of autoimmune diseases.

Future Human Testing in Russia

         The Company plans to conduct future human clinical studies that it
anticipates will provide further validation and evidence regarding the Company's
scientific approach to the treatment of autoimmune diseases.

         In addition, the Company has signed an agreement with the Serbsky
National Research Center for General & Forensic Psychiatry for the conduct of
clinical trials in the treatment of certain autoimmune psychiatric diseases.
These trials will be conducted under the direction of Yuri A. Alexadrovsky,
M.D., and Professor of Psychiatry. The trials, using the Company's treatment,
have been approved by the Ministry of Health of the Russian Federation.

Competition

         The Company will encounter significant competition from firms currently
engaged in the biotechnology industries. The majority of these companies will be
substantially larger than the Company, and have substantially greater resources
and operating histories. The Company is aware of other competitors seeking cures
for autoimmune diseases such as HIV, however, the Company is not aware of any
competitors seeking to produce the same products as the Company.

Product Liability Exposure

         The Company does not maintain any liability insurance. Even if the
Company obtains product liability insurance, there is no assurance that
available amounts of coverage will be sufficient to adequately protect the
Company in the event of a successful product liability claim. Accordingly, if
litigation is initiated against the Company, the Company will have to pay all
costs associated with the litigation as well as any judgment rendered against
the Company. In the event a large judgment is entered against the Company, the
Company may not be able to pay the same and he Company could be forced to cease
operations. However, the Company believes that it could not be held liable
during trials because it requires each participating patient to execute a waiver
of claims as a result of adverse reaction to the Company's products.


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Investment Banking

         The Company has engaged Cappello Capital of Santa Monica, California,
to serve as the Company's investment banking firm and strategic advisor.
Pursuant to the Company's agreement with Cappello Capital Corp. ("Agreement"),
the Company agreed to issued to Cappello Capital Corp. or its designees, as
partial compensation for its services, warrants to purchase up to ten percent
(10%) of the issued and outstanding shares of the Company's Common Stock with an
exercise price of $0.15 per share, which price represents the seventy-five (75)
day moving average for the Company's Common Stock according to Bloomberg or a
valuation on a fully diluted basis as determined by the initial applicable
transaction consummated pursuant to the terms of the Agreement. The warrants are
exercisable for ten years and have pre-emptive rights. A cash-less exercise may
be used for all warrants transactions. No fees are payable to Cappello Capital
Corp, in connection with the exercise of the warrants. The warrants will contain
full, unconditional piggy-back registration rights without any holdback
obligations. The warrant has vested and is deemed earned as of the date of the
Agreement. Should Cappello Capital Corp. elect to cancel its Agreement with the
Company within the first twelve months following the date thereof, then the
Company would be entitled to cancel a pro rata share of the warrants based upon
the number of days remaining in the one year period from the date of Cappello
Capital Corp.'s notice of cancellation. The Company has not yet prepared the
formal warrant document that will contain the terms set forth in the Agreement.

Patent Status and Protection of Proprietary Technology

         The Company has been issued patent No.'s 5,626,843 and 5,888,511. It
also has nine U.S. patents pending filed between December 22, 1997 and February
24, 2000.

         The Company's most recently issued patent gives the Company patent
protection for a new anti-cytokine approach to treating different autoimmune
diseases. These include rheumatoid arthritis, multiple sclerosis, systemic lupus
erythematosus and insulin-dependent diabetes, among others. The patented
treatment uses various methods to neutralize or block specific combinations of
cytokines and their receptors. In management's opinion, the Company's patented
approach is broader in scope than certain other patented treatments.

Dependence Upon Key Personnel

         The Company relies greatly in its efforts on the services and expertise
of its officers and directors. The operation and future success of the Company
would be adversely affected in the event that any of them is incapacitated or
the Company otherwise loses their services.

Uncertainties Associated with Research and Development Activities

         The Company intends to continue its research and development activities
on its product and for the purpose of developing proprietary products. Research
and development activities, by their nature, preclude definitive statements as
to the time required and costs involved in reaching certain objectives. If
research and development requires more funding than anticipated, the Company may
have to reduce product development efforts or seek additional financing. There
can be no assurance that the Company would be able to secure any necessary
additional financing or that such financing would be available on favorable
terms.


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The Year 2000
         The Company did not experience any material problems as a result of the
Year 2000 nor did it incur any material costs in preparation for the passing of
the Year 2000. The Company will continue to monitor its computer systems to
identify the systems that could be affected by the Year 2000 issue. Based upon
the Company's lack of problems after December 31, 1999 and its current review of
its systems, the Company does not believe that the Year 2000 problem will pose a
material operations problem for it.

Marketing

         Assuming the Company is able to obtain FDA approval of its products, it
intends to market the same through collaborative relationships with other
companies. It is the Company's intention that joint venture partners will be
selected on the basis of experience and the degree of financial success they
exhibit in the industry. There are no assurances that the Company will obtain
FDA approval for its products and there are no assurances that the Company will
be successful in entering into agreements with established multinational
companies.

Company's Office

         The Company's administrative offices are located at 6355 Topanga Canyon
Boulevard, Suite 510, Woodland Hills, California 91367 and its telephone number
is 818-883-3956. The Company leases 500 square feet of space. The annual base
rental was $-0- and the term of the lease was three years which expired on
December 31, 1999. On January 15, 2000, the Company renewed such lease for a
period of one year at $400 per month. Upon expiration, however, there is no
assurance that the lessor will renew said lease subsequent to December 31, 2000.
The Company leases the foregoing office space from Buccellato & Finkelstein,
Inc. The Company also subleases approximately 3,500 square feet of research and
development space at 9110 Red Branch Road, Columbia, Maryland 21045 from New
Horizons Diagnostics Inc. The annual base rental is $-0- and the term of the
lease is three years.

Employees

         The Company is a development stage company and currently has three
employees other than its Officers and Directors. See "Management." Management of
the Company expects to hire employees as necessary.

RISK FACTORS

         1. Liquidity; Need for Additional Financing. The Company believes that
it does not have the cash it needs for at least the next twelve months based
upon its internally prepared budget. The Company's cash requirements, however,
are not easily predictable and there is a possibility that its budget estimates
will prove to be inaccurate. If the Company is unable to generate a positive
cash flow before its cash is depleted, it will be required to curtail operations
substantially, or seek additional capital. There is no assurance that the
Company will be able to obtain additional capital if required, or if capital is
available, to obtain it on terms favorable to the Company. The Company may
suffer from a lack of liquidity in the future that could impair its short-term
marketing and sales efforts and adversely affect its results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."


<PAGE>

PAGE 15

         2. Lack of Regulatory Clearance/Approval and Limited Clinical Data. The
Company's product has not been cleared for marketing by the FDA or foreign
regulatory authorities and cannot be commercially distributed in the U.S. and
some international markets unless and until such clearance is obtained. Failure
to obtain FDA clearance would delay sales of the AGT-1 product and would
materially affect the financial condition of the Company.

         3. Dependence on the Product. The Company expects to derive a
substantial majority of its revenues from fully human forms of AGT-1 through
product licensing and royalty fees. The life cycle of a fully human antibody
product is difficult to estimate in terms of current and future technological
developments, competition, and other factors. Failure of the Company to
successfully commercialize AGT-1, or to realize significant revenues from the
product would have a material adverse effect on the financial condition of the
Company. As of the date hereof the Company has not realized any revenues from
the sale of AGT-1.

         4. Lack of Marketing and Sales Experience. The Company has not yet sold
any products. After the necessary regulatory approvals are obtained, the Company
intends to market and sell AGT-1, through a network of qualified independent
distributors, agents, and key strategic partners, none of which are currently in
place. There are no assurances that the Company can establish the necessary
relationships for marketing and selling AGT-1, or that the network will
successfully implement an effective marketing and sales strategy.

         5. Manufacturing. The Company lacks the facilities to manufacture its
product and does not have an adequate supply of product to begin clinical
studies in the U.S. If the Company is unable to contract for manufacturing
capabilities on acceptable terms, it would result in the delay of sales, which
in turn could materially impair the Company's competitive position, and the
possibility of the Company achieving profitability.

         6. Uncertainty Relating to Favorable Third-Party Reimbursement. In the
U.S., success in obtaining favorable third-party payment for a new product
depends greatly on the ability to present data which demonstrates positive
outcomes and reduced utilization of other products or services as well as cost
data which shows that treatment costs using the new product are equal to or less
than what is currently covered for other products. Failure by the Company to
present such clinical data would adversely affect the Company's ability to
obtain favorable third party reimbursement as well as the commercial success of
the AGT-1 product.

         7. Patents and Proprietary Rights. The Company's success and ability to
compete effectively will depend in part on the strength of its patents and the
ability to obtain protection for its products in foreign markets. No assurance
can be given that any patents issued to the Company will not be challenged,
invalidated, or circumvented. Litigation, which could result in substantial cost
to the Company, may also be necessary to enforce any patents issued to the
Company and/or determine the scope and validity of other's proprietary rights.


<PAGE>

PAGE 16

ITEM 2.   DESCRIPTION OF PROPERTIES.

         The Company's administrative offices are located at 6355 Topanga Canyon
Boulevard, Suite 510, Woodland Hills, California 91367 and its telephone number
is (818) 883-3956. The Company leases 500 square feet of space. The annual base
rental through December 31, 1999 was $-0- and the term of the lease was three
years. The Company leases the foregoing office space from Buccellato &
Finkelstein, Inc.

         The Company's administrative office lease commenced on January 1, 1997
and expired on December 31, 1999. On January 15, 2000, the Company renewed such
lease for a period of one year at $400 per month. Upon expiration, however,
there is no assurance that the lessor will renew said lease subsequent to
December 31, 2000. In the event the lessor will not renew said lease, the
Company will have to move to new facilities. The Company believes that there is
adequate rental space available if the Company has to find a new location and
its operations will not be adversely effected by such relocation.

         The Company also subleases approximately 3,500 square feet of research
and development space at 9110 Red Branch Road, Columbia, Maryland 21045 from New
Horizons Diagnostics, Inc. The annual base rental is $-0- and the term of the
lease is three years.

ITEM 3.   LEGAL PROCEEDINGS.

         The Company is not the subject of any pending legal proceedings; and to
the knowledge of management, no proceedings are presently contemplated against
the Company by any federal, state or local governmental agency.

         Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The Company did not submit any matter to the Shareholders for a vote
during the year ending December 31, 1999.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

         As of February 15, 2000, the Company's securities were listed on the
Bulletin Board operated by the National Association of Securities Dealers, Inc.
(the "Bulletin Board") under the symbol "ADVB." The table shows the high and low
bid of the Company's Common Stock during the fiscal years 1998 and 1999:


<PAGE>

PAGE 17

QUARTER ENDED                                                  BID
         1998
                  March 31                           $0.24             $0.12
                  June 30                            $0.20             $0.09
                  September 30                       $0.11             $0.06
                  December 31                        $0.08             $0.04
         1999

                  March 31                           $0.20             $0.10
                  June 30                            $0.08             $0.05
                  September 30                       $0.10             $0.01
                  December 31                        $0.35             $0.05

Holders

         As of December 31, 1999, the Company had 1,754 holders of record of its
Common Stock. This number does not include those beneficial owners whose
securities are held in street name. The total number of stockholders is
estimated to be approximately 3,400.

Dividends

         The Company has never paid a cash dividend on its Common Stock and has
no present intention to declare or pay cash dividends on the Common Stock in the
foreseeable future. The Company intends to retain any earnings that it may
realize in the future to finance its operations. Future dividends, if any, will
depend on earnings, financing requirements and other factors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
         OF OPERATIONS.

          The Company has inadequate cash to maintain operations during the next
twelve months. For the twelve-month period subsequent to December 31, 1999, the
Company anticipates that its minimum cash requirements to continue as a going
concern for the next twelve months will be approximately $250,000. In order to
meet the foregoing cash requirements, the Company will have to sell securities
or obtain a loan. There is no assurance, however, that the Company will be able
to sell any securities or obtain a loan. The Company also intends to establish a
collaborative relationship with either a pharmaceutical or biotechnological
company that could result in the generation of royalty payments to the Company.
As of the date hereof, the Company has not entered into agreements with any
pharmaceutical or biotechnological companies. In the event that the Company does
not raise additional capital from any of the foregoing sources, it may have to
curtail operations.

         The Company's development goal is to produce, or have produced, a
series of fully human antibodies through collaborations with other biotechnology
companies. The Company has identified several biotechnology companies that can
develop and manufacture such antibodies for the Company. The availability of
this technology will make it possible to produce safer and more standardized
antibodies for commencement of human clinical trials, under FDA guidelines, in
the U.S.

         The Company has no expected purchases or sales of significant
equipment.


<PAGE>

PAGE 18

         There are no expected significant changes in the number of employees of
the Company.

Results of Operations - From Inception through December 31, 1999.

         The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7. There have been no operations
since incorporation.

Liquidity and Capital Resources.

         As of December 31, 1999, the Company has issued and outstanding
30,198,265 shares of its Common Stock to officers, directors and others. The
Company is a development stage company and has no material assets. The Company
had $34,598 in cash as of December 31, 1999.

Fiscal 1999 compared to fiscal 1998.

         For the year ending December 31, 1999, the Company realized a net
income of $1,143,892 and a loss from operations of $334,278 compared to a net
loss of $259,912 and a loss from operations of $260,314 for the year ending
December 31, 1998. The net income for the year ending December 31, 1999 was the
result of recognizing an extraordinary item related to an agreement by three key
employees to forgive the Company of the cumulative accrued salaries owed to them
through December 31, 1999 in the aggregate amount of $1,482,209. The Company
also issued 842,953 non-qualified stock options to these employees, exercisable
immediately and expiring on December 31, 2005 at an exercise price of $0.05 per
share of Common Stock.

         The Company also increased research and development expenses over 1998
in the amount of $19,209 related to clinical trials conducted during the year.
Expenditures were $156,280 in 1999 and $137,071 in 1998. The Company also
increased expenditures related to legal and accounting fees, over 1998, in the
amount of $27,440 associated with the filing of Form 10-SB with the Securities
and Exchange Commission during 1999. The Company also increased expenditures
associated with patents and patents pending. Expenditures were $45,925 in 1999
and $23,149 in 1998. The Company's financing activities in terms of proceeds
from the issuance of Common Stock, for working capital purposes, in addition to
these changes, resulted in an increase of cash between 1998 and 1999 of $33,776.
The Company did not realize any operating revenues through December 31, 1999.

Subsequent Events

         On January 19, 2000, the Company engaged Cappello Capital Corp. of
Santa Monica, California to serve as the Company's investment banking firm and
strategic advisor. Pursuant to the Company's agreement with Cappello Capital
Corp. ("Agreement"), the Company agreed to issue to Cappello Capital Corp. or
its designees, as partial compensation for its services, warrants to purchase up
to ten percent (10%) of the issued and outstanding shares of the Company's
common stock with an exercise price of $0.15 per share, which price represents
the seventy-five (75) day moving average for the Company's Common Stock
according to Bloomberg or a valuation on a fully diluted basis as determined by
the initial applicable transaction consummated pursuant to the terms of the
Agreement. The warrants are exercisable for ten years and have pre-emptive
rights. A cash-less exercise may be used for all warrant transactions. No fees
are payable to Cappello Capital Corp. in


<PAGE>

PAGE 19

connection with the exercise of the warrants. The warrants will contain full,
unconditional piggy-back registration rights without any holdback obligation.
The warrant has vested and is deemed earned as of the date of the Agreement.
Should Cappello Capital Corp. elect to cancel its Agreement with the Company
within the first twelve months following the date thereof, then the Company
would be entitled to cancel a pro rata shares of the warrants based upon the
number of days remaining in the one year period from the date of Cappello
Capital Corp.'s notice of cancellation. The Company has not yet prepared the
formal warrant document that will contain the terms set forth in the Agreement.

         On January 11, 2000, the Company issued 9,200,000 shares of common
stock to certain key officers and directors under a stock bonus plan, subject to
various restrictions. The plan's purpose is to keep personnel of experience and
ability in the employ of the Company and to compensate them for their
contributions to the growth of the Company, thereby inducing them to continue to
make such contributions in the future. Such stock bonuses were issued at the
weighted average price at which the Company has been selling shares of stock out
of authorized but yet unissued common stock to third parties during the six
months immediately preceding the issuance of the Bonus shares, or $0.05 per
share.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         TO BEGIN ON FOLLOWING PAGE.


<PAGE>

PAGE 20

                            WILLIAMS & WEBSTER, P.S.
               Certified Public Accountants & Business Consultants
              601 W. Riverside, Suite 1940, Spokane, WA 99201-0611
      (509) 838-5111 FAX (509) 838-5114 E-mail wwpcpas@williams-webster.com

Board of Directors
Advanced Biotherapy Concepts, Inc.
Woodland Hills, CA   91367

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Advanced Biotherapy Concepts,
Inc., (a development stage enterprise), as of December 31, 1999 and 1998 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years then ended and for the period from December 2, 1985 (inception)
through December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Advanced Biotherapy Concepts,
Inc. as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended and for the period from December 2, 1985
(inception) to December 31, 1999, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
has generated little revenue in the past years, has a working capital deficit of
$316,052 at December 31, 1999 and has substantial liabilities. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding this issue are also discussed in Note 2,
and include additional capitalization of the Company, as well as an attempt to
decrease expenses. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Spokane, Washington
April 5, 2000


                                       F-1

<PAGE>

PAGE 21

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                       December 31,     December 31,
                                                                       1999             1998
                                                                       ------------     -------------
<S>                                                                    <C>              <C>
CURRENT ASSETS
Cash                                                                   $     34,958     $      1,182
                                                                       ------------     ------------
TOTAL CURRENT ASSETS                                                         34,958            1,182
                                                                       ------------     ------------
PROPERTY AND EQUIPMENT,
 net of depreciation                                                             --               --

OTHER ASSETS
 Patents and patents pending, net of
  accumulated amortization                                                  113,319           76,527
                                                                       ------------     ------------
      TOTAL ASSETS                                                     $    148,277     $     77,709
                                                                       ============     ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable                                                       $     93,934     $     54,882
Loan payable to related party                                               257,076          257,076
Salaries payable                                                                 --        1,501,360
Accrued interest                                                                 --            9,962
                                                                       ------------     ------------
TOTAL CURRENT LIABILITIES                                                   351,010        1,823,280

LONG-TERM LIABILITIES
 Notes payable, related parties                                             213,381          213,381
                                                                       ------------     ------------
TOTAL LIABILITIES                                                           564,391        2,036,661
                                                                       ------------     ------------
COMMITMENTS AND CONTINGENCIES                                                    --               --

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, par value $0.001 per
  share; 50,000,000 shares authorized;
  30,198,265 and 27,141,075 shares
  issued and outstanding                                                     30,198           27,141
 Subscriptions receivable                                                   (32,500)              --
 Stock options                                                              210,738               --
 Additional paid-in capital                                               2,770,305        2,552,654
 Deficit accumulated during the
  development stage                                                      (3,394,855)      (4,538,747)
                                                                       ------------     ------------
 TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      (416,114)      (1,958,952)
                                                                       ------------     ------------
 TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)                                                     $    148,277     $     77,709
                                                                       ============     ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-2


<PAGE>

PAGE 22

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                  FROM
                                                                                INCEPTION
                                                                                (12/02/85)
                                            YEARS ENDED DECEMBER 31,             THROUGH
                                               1999           1998               12/31/99
                                            -----------  -----------           ------------
<S>                                         <C>          <C>                   <C>
REVENUES                                    $        --  $        --           $     89,947
                                            -----------  -----------           ------------
OPERATING EXPENSES
Research and development                        156,280      137,071              2,105,046
Professional fees                                35,308        7,868              1,121,751
Depreciation and
 amortization                                     9,134        5,850                407,782
Salaries and benefits                           120,000       85,000                751,501
Shareholder relations and
 transfer fees                                    7,600        9,747                128,146
Rent                                              1,800           --                111,054
General and administrative                        4,156       14,778                562,993
                                            -----------  -----------           ------------
                                                334,278      260,314              5,188,273
                                            -----------  -----------           ------------
Loss from operations                           (334,278)    (260,314)            (5,098,326)

Other income (expense)
Miscellaneous income                             22,000           --                 22,000
Interest income                                     259          402                  1,096
Interest expense                                (26,298)          --               (367,062)
                                            -----------  -----------           ------------
                                                 (4,039)         402               (343,966)
                                            -----------  -----------           ------------
Loss before extraordinary
 item                                          (338,317)    (259,912)            (5,442,292)

Extraordinary item,
 forgiveness of debt                          1,482,209           --              2,047,437
                                            -----------  -----------           ------------
NET INCOME (LOSS)                           $ 1,143,892  $  (259,912)           $(3,394,855)
                                            ===========  ===========           ============
BASIC NET INCOME (LOSS)
 PER COMMON SHARE                           $      0.04  $     (0.01)           $     (0.17)
                                            ===========  ===========           ============
DILUTED NET INCOME (LOSS)
 PER COMMON SHARE                           $      0.04  $     (0.01)           $     (0.17)
                                            ===========  ===========           ============
WEIGHTED AVERAGE NUMBER OF
BASIC COMMON STOCK
SHARES OUTSTANDING                           28,946,467   26,988,575             20,479,995
                                            ===========  ===========           ============
WEIGHTED AVERAGE NUMBER OF
DILUTED COMMON STOCK
SHARES OUTSTANDING                           30,981,467   26,988,575            20,479,995
                                            ===========  ===========           ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-3


<PAGE>

PAGE 23

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                         COMMON STOCK                ADDITIONAL
                                                                      PAID-IN
                                     SHARES         AMOUNT            CAPITAL
                                   ----------     ----------         -----------
Balance,
 December 31, 1997                 26,836,075     $   26,836         $ 2,522,459

Common stock issued                   305,000             30             530,195

Net loss for the year
 ended December 31, 1998                   --              --                 --
                                   ----------     ----------         -----------
Balance,
 December 31, 1998                 27,141,075         27,141           2,552,654

Common stock issued at
 approximately $0.05
 per share                          3,158,000          3,158             151,993

Cancellation of escrowed
 shares                              (850,000)          (850)                850

Common stock issued for
 services at approximately
 $0.05 per share                       99,190             99               4,860

Contribution of capital
 by shareholders in form
 of foregone interest
 and rent                                  --             --              28,098

Stock subscriptions
 issued                               650,000            650              31,850

Stock options issued in
 exchange for forgiveness
 of accrued wages                          --             --                  --

Net income for the year
 ended December 31, 1999                   --             --                  --
                                   ----------     ----------         -----------
Balance,
 December 31, 1999                 30,198,265        $30,198         $ 2,770,305
                                   ==========     ==========         ===========

Required information regarding stock issuances prior to January 1, 1999 can be
found in Note 7.

   The accompanying notes are an integral part of these financial statements.

                                      F-4a


<PAGE>

PAGE 24

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                DEFICIT
                                                                                ACCUMULATED
                                                                                DURING
                                            STOCK             STOCK             DEVELOPMENT
                                            SUBSCRIPTIONS     OPTIONS           STAGE
                                            -------------     ---------         ---------------
<S>                                         <C>               <C>               <C>
Balance,
 December 31, 1997                          $          --     $      --            $ (4,278,835)

Common stock issued                                    --            --                      --

Net loss for the year
 ended December 31, 1998                               --            --                (259,912)
                                            -------------     ---------         ---------------
Balance,
 December 31, 1998                                     --            --              (4,538,747)

Common stock issued at
approximately $0.05
 per share                                             --            --                      --

Cancellation of escrowed
 shares                                                --            --                      --

Common stock issued for
 services at approximately
 $0.05 per share                                       --            --                      --

Contribution of capital
 by shareholders in form
 of foregone interest
 and rent                                              --            --                      --

Stock subscriptions
 issued                                           (32,500)           --

Stock options issued in
 exchange for forgiveness
 of accrued wages                                      --       210,738                     --

Net income for the year
 ended December 31, 1999                               --            --               1,143,892
                                            -------------     ---------         ---------------
Balance,
 December 31, 1999                          $     (32,500)    $ 210,738         $    (3,394,855)
                                            =============     =========         ===============


Required information regarding stock issuances prior to January 1, 1999 can be
found in Note 7.

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      F-4b


<PAGE>

PAGE 25

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                FROM
                                                                                INCEPTION
                                                                                (12/02/85)
                                                YEARS ENDED DECEMBER 31,        THROUGH
                                                   1999          1998            12/31/99
                                                -----------  -----------        ------------
<S>                                             <C>          <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                               $ 1,143,892  $  (259,912)       $ (3,394,855)
Adjustments to reconcile
 net loss to cash used in
 operating activities:
 Depreciation and
  amortization                                        9,134        5,850             407,782
 Extraordinary gain                              (1,482,209)          --          (1,684,068)
 Expenses paid through
  issuance of common
  stock                                               4,959           --             231,340
 Expenses paid through
  contribution of additional
  paid in capital                                    28,098           --              28,098
 Organization costs                                      --           --              (9,220)
 Increase (decrease) in:
  Accounts payable                                   39,052        9,506              93,934
  Accounts payable,
   related parties                                       --           --             257,076
  Salaries payable                                  181,624      168,360           1,682,984
  Accrued interest                                       --           --               9,962
                                                -----------  -----------        ------------
Net cash used in
 operating activities                               (75,450)     (76,196)         (2,376,967)

CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of fixed assets                                 --           --             (36,973)
Acquisition of patents                              (45,925)     (23,149)           (178,237)
                                                -----------  -----------        ------------
Net cash used in
 investing activities                               (45,925)     (23,149)           (215,210)

CASH FLOWS FROM
 FINANCING ACTIVITIES
Proceeds from issuance
 of common stock                                    155,151       30,500           2,413,754
Proceeds from
 notes payable                                           --           --             288,508
Payments on notes payable                                --           --             (75,127)
                                                -----------  -----------        ------------
Net cash provided by
 financing activities                               155,151       30,500           2,627,135
                                                -----------  -----------        ------------
Net increase (decrease)
 in cash                                             33,776      (68,845)             34,958

Cash, beginning                                       1,182       70,027                  --
                                                -----------  -----------        ------------
Cash, ending                                    $    34,958  $     1,182        $     34,958
                                                ===========  ===========        ============
</TABLE>


                                      F-5a

<PAGE>

PAGE 26

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                FROM
                                                                                INCEPTION
                                                                                (12/02/85)
                                                YEARS ENDED DECEMBER 31,        THROUGH
                                                   1999          1998            12/31/99
                                                -----------  -----------        ------------
<S>                                             <C>          <C>                <C>
Supplemental disclosures:
 Interest paid                                  $        --  $        --        $     339,927
                                                ===========  ===========        =============
 Income taxes paid                              $        --  $        --        $          --
                                                ===========  ===========        =============
NON-CASH FINANCING AND INVESTING ACTIVITIES:

Professional fees
 and expenses                                   $    33,057  $     7,775        $    368,967
Common stock subscribed                         $    32,500  $        --        $     32,500
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5b


<PAGE>

PAGE 27
                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Advanced Biotherapy Concepts, Inc. (hereinafter "the Company"), was incorporated
December 2, 1985 under the laws of the State of Nevada. The Company is involved
in the research and development of the treatment of autoimmune diseases in
humans. The Company is currently conducting research in Maryland.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Advanced Biotherapy Concepts,
Inc. is presented to assist in understanding the Company's financial statements.
The financial statements and notes are representations of the Company's
management which is responsible for their integrity and objectivity. These
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Development Stage Activities

The Company has been in the development stage since its formation in 1985 and
has not realized any significant revenues from its planned operations. It is
primarily engaged in the research and development of the treatment of autoimmune
diseases in humans.

Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.

As shown in the accompanying financial statements, the Company incurred a net
income of $1,143,892 for 1999. This was caused by an extraordinary item,
forgiveness of debt, in the amount of $1,482,209. At December 31, 1999, current
liabilities exceed current assets by $316,052 and the Company has an accumulated
deficit during the development stage at December 31, 1999 of $3,394,855. The
future of the Company is dependent upon its ability to obtain financing, and
upon future profitable operations from the commercial success of its medical
research and development of products to combat diseases of the human immune
system and products for treatment of viral and bacterial diseases of animals.
Management has established plans designed to increase the capitalization of the
Company and is actively seeking additional capital that will provide funds
needed to increase liquidity, fund the research and development and therefore
the internal growth of the Company, in order to fully implement its business
plans. For the twelve-month period subsequent to December 31, 1999, the Company
anticipates that its minimum cash requirements to continue as a going concern
will be less than $250,000. The anticipated source of funds will be provided
from the issuance for cash of additional common stock of the Company. In
addition, management is actively seeking a collaborative relationship with
either a pharmaceutical or


                                       F-6

<PAGE>

PAGE 28

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

biotechnology company. If successful, cash requirements may be met through
royalty or licensing fees. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.

Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.

Provision for Taxes

At December 31, 1999, the Company had net operating loss carryforwards of
approximately $3,300,000 which may be offset against future taxable income. No
tax benefit has been reported in the financial statements as the Company
believes there is a 50% or greater chance that the net operating loss
carryforwards will expire unused. Accordingly, the potential tax benefits of the
net operating loss carryforwards are offset by a valuation allowance of the same
amount.

Use of Estimates

The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.

Impaired Asset Policy

In March 1995, the Financial Accounting Standards Board issued a statement
titled "Accounting for Impairment of Long-lived Assets." In complying with this
standard, the Company reviews its long-lived assets quarterly to determine if
any events or changes in circumstances have transpired which indicate that the
carrying value of its assets may not be recoverable. The Company determines
impairment by comparing the undiscounted future cash flows estimated to be
generated by its assets to their respective carrying amounts. The Company does
not believe any adjustments are needed to the carrying value of its assets at
December 31, 1999 and 1998.

                                       F-7


<PAGE>

PAGE 29

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassifications

Certain amounts from prior periods have been reclassified to conform with the
current period presentation. This reclassification has resulted in no changes to
the Company's accumulated deficit or net losses presented.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is provided using the
straight line method over the estimated useful lives of the assets. The
following is a summary of property, equipment and accumulated depreciation at
December 31, 1999 and 1998.

                                                            ACCUMULATED
                                              COST          DEPRECIATION
                                            --------          --------
Lab equipment                               $ 27,582          $ 27,582
Office equipment                               4,839             4,839
Furniture and fixtures                         1,302             1,302
                                            --------          --------
                                            $ 33,723          $ 33,723
                                            ========          ========

There was no depreciation expense for the years ended December 31, 1999 and
1998.

NOTE 4 - INTANGIBLE ASSETS

Patents and Patents Pending

Costs relating to the development and approval of patents, other than research
and development costs, which are expensed, are capitalized and amortized using
the straight-line method over seventeen years.

<TABLE>
<CAPTION>
                                                                     ACCUMULATED    NET
                                                     COST           AMORTIZATION    AMOUNT
                                                   --------         ------------    ---------
<S>                                               <C>               <C>             <C>
Balance, at December 31, 1997                     $ 109,162            $ (49,934)   $  59,228

1998 activity                                        23,149               (5,850)      17,299
                                                   --------         ------------    ---------
Balance, at December 31, 1998                       132,311              (55,784)      76,527

1999 Activity                                        45,925               (9,133)      36,792
                                                   --------         ------------    ---------
Balance, December 31, 1999                        $ 178,236            $ (64,917)   $ 113,319
                                                  =========         ============    =========
</TABLE>


                                       F-8

<PAGE>

PAGE 30

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE 5 - RELATED PARTY TRANSACTIONS

The Company's chairman and principal shareholder has advanced funds to pay a
significant portion of the Company's expenses since 1989. At December 31, 1999
and 1998, the cumulative amounts owed to the chairman for expenses amount to
$257,076. Even though the chairman is not charging interest to the Company,
interest was calculated at the applicable federal rate of 5.59% at December 31,
1999. This interest was recorded as interest expense and contributed capital in
the accompanying financial statements. At December 31, 1998 the amounts owing to
the Company's chairman for accrued salary was $1,146,000. During 1999 an
additional salary was accrued in the amount of $100,000. At December 31, 1999,
in accordance with an agreement with other employee/shareholders of the Company,
the chairman received options to purchase 623,000 shares of common stock at
$0.10 per share. The value of these options, in the amount of $155,750, was used
to reduce the accrued salary of the chairman. See Note 8. In 1999, the chairman
forgave the balance of accrued salary of $1,090,250 along with accrued interest
of $9,962. This is recorded in the financial statements as a component of
extraordinary income.

At December 31, 1999 and 1998, the Company owed its secretary/treasurer $13,381
for expenses paid in previous years recorded in notes payable. At December 31,
1998 the Company also owed $184,000 in unpaid salary recorded as salary payable.
During 1999, additional salary in the amount of $45,000 was accrued for this
employee. At December 31, 1999, in accordance with an agreement with other
employee/shareholders of the Company, the secretary/treasurer received options
to purchase 114,500 shares of common stock at $0.10 per share. The value of
these options, in the amount of $28,625, was used to reduce the accrued salary
of this employee/shareholder. See Note 8. In 1999, the secretary/treasurer
forgave the balance of accrued salary in the amount of $200,375. This is
recorded in the financial statements as a component of extraordinary income.

At December 31, 1998 the CEO of the Company was owed $171,360 in accrued salary.
During 1999, a portion of this liability was paid. Also during 1999, additional
salary in the amount of $75,000 was accrued. At December 31, 1999, in accordance
with an agreement with other employee/shareholders of the Company, the CEO
received options to purchase 105,453 shares of common stock at $0.10 per share.
The value of these options in the amount of $26,363 was used to reduce the
accrued salary of the CEO. See Note 8. In 1999, the CEO forgave the balance of
accrued salary in the amount of $181,622. This is recorded in the financial
statements as a component of extraordinary income.

Notes payable to related parties consist of loans payable to the chairman and
principal shareholder ($200,000) and to another officer ($13,381). The notes
have no specific due date, are currently uncollateralized, and are non-interest
bearing, however, interest was calculated at the applicable federal rate in
place at December 31, 1999 in the amount of 5.59%. This interest was recorded as
interest expense and contributed capital in the accompanying financial
statements.

                                       F-9

<PAGE>

PAGE 31

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 5 - RELATED PARTY TRANSACTION (CONTINUED)

During 1999 and 1998, the Company received the use of approximately 3,500 square
feet of commercial building space on a rent-free basis from a firm owned by one
of the Company's directors. The utilization of the facility in this manner is
mutually beneficial to the Company and the owner of this otherwise empty
facility. No formal agreement memorializes this month-to-month arrangement. The
value of the use of the facility is approximately $150 per month, and is
recorded in the financial statements as rent expense and contributed capital.

NOTE 6 - YEAR 2000 ISSUES

Like other companies, Advanced Biotherapy Concepts, Inc. could be adversely
affected if the computer systems it, or its suppliers or customers, uses do not
properly process and calculate date-related information and data from the period
surrounding and including January 1, 2000. This is commonly known as the "Year
2000" issue. Additionally, this issue could impact non-computer systems and
devices such as production equipment, elevators, etc. The costs related to Year
2000 compliance are expensed as incurred. At this time, there have been no known
effects to the Company in regards to the Year 2000 issue.

NOTE 7 - COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

Information regarding the number of shares issued and consideration received is
as follows:

<TABLE>
<CAPTION>
                                                     COMMON STOCK
                                    AMOUNT                                ADDITIONAL
                                    PER                                   PAID-IN
                                    SHARE      SHARES         AMOUNT      CAPITAL
                                    -----      ------         ------     ------------
<S>                                 <C>        <C>            <C>      <C>
Common stock issued for cash:
1985                                $ .50      100,000        $    100   $  49,900
1986                                 1.00      639,500             640     678,861
1987                                 1.00      850,500             850     759,650
1988                                 1.00       25,000              25      24,975
1993                                  .25    2,402,000           2,402     475,900
1995                                  .05    1,000,000           1,000      49,000
1996                                  .05      520,000             520      25,480
1997                                  .05      490,000             490      24,010
1997                                  .10    1,310,500           1,311     129,739
1997                                  .01      325,000             325       2,925
1998                                  .10      305,000             305      30,195
1999                                  .05    3,158,000           3,158     151,993
                                            ----------        --------   ---------
                                            11,125,500          11,126   2,402,628
                                            ----------        --------   ---------
</TABLE>


                                      F-10

<PAGE>

PAGE 32

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 7 - COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL (CONTINUED)

<TABLE>
<CAPTION>
                                              AMOUNT                                ADDITIONAL
                                              PER                                   PAID-IN
                                              SHARE      SHARES         AMOUNT      CAPITAL
                                              -----      ------         ------     ------------
<S>                                           <C>        <C>            <C>      <C>
Common stock issued for
 patents assigned:
1984                                            .01      550,000        5,500
1985, adjustment to reflect
change in number and par value
of shares outstanding                                   2,750,000       (2,200)       2,200
                                                        3,300,000        3,300        2,200
                                                       -----------     --------    --------
Common stock issued for acquisitions:
1985                                            .01    13,333,500       13,334      (41,112)
                                                       -----------     --------    --------
Common stock issued for note receivable:
1986                                           1.00        10,000           10       9,990
                                                       -----------     --------    --------
Contribution of additional
 paid in capital
1999                                             --                                 28,098
                                                       -----------     --------    --------
Stock subscriptions
1999                                            .05      650,000            650      31,850
                                                       -----------     --------    --------
Cancellation of escrowed shares
1999                                           .001     (850,000)          (850)        850
                                                       -----------     --------    --------

1989                                            .20       20,000             20       3,980
1989                                           1.10        5,000              5       5,495
1990                                            .50        3,500              4       1,746
1990                                            .62       14,750             14       9,131
1990                                            .66       10,875             11       7,166
1990                                            .80        8,250              8       6,592
1991                                            .31        7,000              7       2,163
1991                                            .34      100,000            100      33,900
1991                                           1.00        2,500              3       2,497
1991                                            .85       50,000             50      42,450
1992                                            .625       2,000              2       1,248
1992                                            .75       60,500             60      45,315
1993                                            .25      120,000            120      29,880
1996                                            .03      234,000            234       6,786
1996                                            .05       26,000             26       1,274
1996                                            .12       48,500             48       5,772
1997                                            .05      155,500            155       7,619
1999                                            .05       99,190             99       4,860
                                                       -----------     --------    --------
                                                        992,565             991     230,349
                                                       -----------     --------    --------
</TABLE>

                                      F-11


<PAGE>

PAGE 33

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998



NOTE 7 - COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL (CONTINUED)

<TABLE>
<CAPTION>
                                        AMOUNT     COMMON STOCK       ADDITIONAL
                                        PER        --------------     PAID-IN
                                        SHARE      SHARES  AMOUNT     CAPITAL
                                        -----      ------  ------   -----------
<S>                                     <C>        <C>     <C>      <C>
Common stock issued
to replace unrecorded
certificates
1988                                     .001       1,200        1           (1)
1992                                     .001         500        1           (1)
                                               ---------- --------  -----------
                                                    1,700        2           (2)
                                               ---------- --------  -----------
Common stock issued
for forgiveness of
accounts payable (1)
1990                                     .50       25,000       25       12,475
1996                                     .05      150,000      150        7,350
                                               ---------- --------  -----------
                                                  175,000      175       19,825
                                               ---------- --------  -----------
Common stock issued for
commissions (1)
1993                                    .001    1,260,000    1,260
                                               ---------- --------  -----------
Stock options issued
1993 - for debt
 repayment (1)                          .25       200,000      200       49,800
1991 - for
 services (1)                                                            35,825
                                               ----------  -------  -----------
Total                                          30,198,265  $30,198  $ 2,770,305
                                               ==========  =======  ===========
</TABLE>

(1)      Per share amounts determined by information deemed most reliable based
         on circumstances of each case: trading price at time of issuance or
         value of services received.


                                      F-12

<PAGE>

PAGE 34

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE 8 - STOCK OPTIONS AND ISSUANCE COMMITMENTS

On February 25, 1991, the Corporation granted non-statutory options to purchase
stock to members of its board of directors, officers, and outside consultants.
These remaining options offer a total of 860,000 shares at a price of $.20 per
share with an exercise period of February 25, 1991 to February 25, 2001.
Additional options were issued effective February 1, 1993, for a total of
250,000 shares at a price of $.01 per share, with an exercise period of February
1, 1993, to February 1, 2003. During 1995, options for 50,000 shares were
granted at $.20 per share which expire in 2005. Also in 1995, options for
350,000 shares were granted at $.01 per share expiring in 2005. During 1996,
options for 525,000 shares were granted at $.10 per share. The shares purchased
will be restricted and, therefore, may not be transferred without registration
under applicable Federal and State securities laws. Stock options granted to a
director of the Company for 325,000 shares at a price of $.01 were exercised in
1997. No stock options were granted, exercised or cancelled in the year ending
December 31, 1998. No options were exercised or cancelled in the year ending
December 31, 1999. On December 31, 1999, three officers of the Company received
842,953 stock options in partial payment of accrued salaries. In accordance with
Statement or Financial Accounting Standard No. 123, the fair value of the
options was estimated using the Black Scholes Option Price Calculation. The
following assumptions were made to value the stock options: strike price at
$0.10, risk free interest rate at 5%, expected life at 5 years, and expected
volatility at 30%. At December 31, 1999, the Company recorded $210,738 ($0.25
per options) to reduce accrued wages for the value of these options based upon
these Black Scholes assumptions. These stock options are exercisable
immediately, and expire on December 31, 2005. See Note 5.

         GRANT             EXPIRATION          NUMBER OF        EXERCISE
         DATE              DATE                SHARES           PRICE
         --------          --------            --------         --------
         02/25/91          02/25/01            650,000             $ .20
         11/30/95          11/30/05            350,000               .01
         12/01/95          12/01/05             50,000               .20
         02/01/93          02/01/03            150,000               .01
         02/25/91          02/25/01            125,000               .20
         02/25/91          02/25/01             85,000               .20
         02/01/93          02/01/03            100,000               .01
         11/20/96          12/01/05            525,000               .10
         12/31/99          12/31/05            842,953               .10
                                             ---------
                           Total             2,877,953
                                             =========

Options exercisable at December 31, 1999 and 1998 are 2,877,953 and 2,035,000,
respectively.

                                      F-13


<PAGE>

PAGE 35

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE 9 - INCOME (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares outstanding during the period. The
weighted average number of shares is calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were outstanding.
Diluted earnings (loss) per share is computed by dividing the net income (loss)
by the weighted average number of diluted shares outstanding during the period.
Diluted shares consist of basic weighted shares outstanding and the inclusion of
common stock equivalents.

The following data shows the amounts used in computing earnings (loss) per share
and the effect on income and the weighted average number of shares of dilutive
potential common stock.

<TABLE>
<CAPTION>
                                    YEAR-END          YEAR-END          FROM INCEPTION
                                    DECEMBER 31,      DECEMBER 31,      (12/02/85) TO
                                    1999              1998              12/31/99
                                    ------------      ------------      --------------
<S>                                 <C>              <C>                <C>
Loss from Operations before
extraordinary items                 $  (338,317)     $ (259,912)        $(5,442,292)

Extraordinary gains                   1,482,209              --           2,047,437
                                    ------------      ------------      --------------
Income (loss) available
to common stockholders
after inclusion
extraordinary items                 $ 1,143,892      $ (259,912)        $(3,394,855)
                                    ===========      =============      ==============
Weighted average number of
share used in basic EPS              28,946,467       26,988,575         20,479,995

Effect of dilutive
securities

Stock options                         2,035,000              --                  --
                                    ------------      ------------      --------------
Weighted average number
of common shares and
dilutive potential
conversion stock used
in diluted EPS                       30,981,467      26,988,575          20,479,995
                                    ===========      =============      ==============
</TABLE>

The weighted average effect of stock options on dilutive EPS was calculated
using the Treasury Stock Method based upon the prices as denoted in Note 7.

For 1999, all options on common stock issued prior to December 31, 1999 were
considered dilutive for EPS.

                                      F-14


<PAGE>

PAGE 36

                       ADVANCED BIOTHERAPY CONCEPTS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 9 - INCOME (LOSS) PER SHARE (CONTINUED)

For 1998 and for the period from inception (December 2, 1985) through December
31, 1999, options for common stock were not included in diluted EPS because
their effects were antidilutive.

Transactions occurring after December 31, 1999, that had they taken place in
1999, which would have changed the number of shares used in the computations of
earnings per share, include the issuance of 9,200,000 shares of stock on January
11, 2000 in accordance with a stock bonus plan. See Note 10.

NOTE 10 - SUBSEQUENT EVENTS

On January 11, 2000, the Company issued 9,200,000 shares of common stock to
certain key officers and directors under a stock bonus plan, subject to various
restrictions. The plan's purpose is to keep personnel of experience and ability
in the employ of the Company and to compensate them for their contributions to
the growth of the Company, thereby inducing them to continue to make such
contributions in the future. Such stock bonuses were issued at the weighted
average price at which the Company has been selling shares of stock out of
authorized but yet unissued common stock to third parties during the six months
immediately preceding the issuance of the Bonus shares, or $0.05.

On January 19, 2000, the Company engaged Cappello Capital of Santa Monica,
California, to serve as the Company's investment banking firm and strategic
advisor. Pursuant to the Company's agreement with Cappello Capital Corp.
("Agreement"), the Company agreed to issued to Cappello Capital Corp. or its
designees, as partial compensation for its services, warrants to purchase up to
ten percent (10%) of the issued and outstanding shares of the Company's Common
Stock with an exercise price of $0.15 per share, which price represents the
seventy-five (75) day moving average for the Company's Common Stock according to
Bloomberg or a valuation on a fully diluted basis as determined by the initial
applicable transaction consummated pursuant to the terms of the Agreement. The
warrants are exercisable for ten years and have pre-emptive rights. A cash-less
exercise may be used for all warrants transactions. No fees are payable to
Cappello Capital Corp, in connection with the exercise of the warrants. The
warrants will contain full, unconditional piggy-back registration rights without
any holdback obligations. The warrant has vested and is deemed earned as of the
date of the Agreement. Should Cappello Capital Corp. elect to cancel its
Agreement with the Company within the first twelve months following the date
thereof, then the Company would be entitled to cancel a pro rata share of the
warrants based upon the number of days remaining in the one year period from the
date of Cappello Capital Corp.'s notice of cancellation. The Company has not yet
prepared the formal warrant document that will contain the terms set forth in
the Agreement.

                                      F-15


<PAGE>

PAGE 37

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         There have been no disagreements on accounting and financial
disclosures from the inception of the Company through the date of this Form
10-KSB for the year ending December 31, 1999.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Identification of Directors and Executive Officers.

         The following table sets forth the names and nature of all positions
and offices held by all directors and executive officers of the Company for the
calendar year ending December 31, 1999, and to the date hereof, and the period
or periods during which each such director or executive officer served in his or
her respective positions.

<TABLE>
<CAPTION>
                                                              DATE OF          DATE OF
                                                              ELECTION OF      TERMINATION
NAME                       POSITION HELD                      DESIGNATION      OR RESIGNATION
---------------------      ---------------------             -------------     -----------------
<S>                        <C>                               <C>
Simon Skurkovich, M.D.     Chairman of the Board
                             of Directors                      11/6/85

Edmond Buccellato          CEO and member of the Board        11/16/95
                             of Directors

Boris Skurkovich, M.D.     Vice President and a member         12/6/86
                             of the Board of Directors

Joseph Bellanti, M.D.      Vice President and a member         12/6/86
                             of the Board of Directors

Lawrence Loomis            Member of the
                             Board of Directors                12/6/86

Leonard Millstein          Member of the
                             Board of Directors                12/6/86

Richard Eamer              Member of the
                             Board of Directors                3/20/98

Jeanne Kelly, Ph.D.        Secretary/Treasurer                 12/6/86

Term of Office
</TABLE>

         Each director serves for a term of one year or until his successor is
duly elected once qualified. The Company's officers are appointed by the Board
of Directors and hold office at the discretion of the Board.


<PAGE>

PAGE 38

Biographical Descriptions of Officers and Directors

         Simon Skurkovich, M.D. - Since 1985, Dr. Skurkovich has served as
Chairman of the Board. He has previously been granted five patents in Russia,
and eight in the U.S. He is the creator of immune preparations from human blood
against antibiotic resistant bacteria that saved thousands of lives in the
Soviet Union and eastern Europe. In Russia, he was professor and Chief of the
Immunology Laboratory of the Institute of Hematology and Blood Transfusion and
was awarded gold and silver medals for his scientific discoveries. His
laboratory was also awarded the nation's highest honor, the Lenin Prize, for his
patented work. Dr. Skurkovich received an M.D., Ph.D. and a Doctorate in Medical
Sciences (D.Sc.) from Pirogov State Medical Institute in Moscow. He has written
more than 200 articles for scientific publications.

         Edmond Buccellato - Since 1995, Mr. Buccellato has served as CEO and a
member of the Board of Directors. He was co-founder, member of the Board of
Directors and Vice President of Finance of Phase Medical, Inc., an infusion
therapy company sold to Becton Dickinson in 1994. He was also co-founder, member
of the Board of Directors and Vice President of Finance of Synergistic Systems,
Inc., a company that became the largest medical billing company in the western
United States. He is also co-founder and member of the Board of Directors of
Polymer Safety, LLC, a manufacturer of synthetic medical and industrial
examination gloves. He is also co-founder and member of the Board of Directors
of Physicians' choice LLC, a medical billing company. Mr. Buccellato received
his undergraduate degree From California State University at San Diego, and his
graduate degree from the University of Southern California.

         Boris Skurkovich, M.D. - Since 1986, Mr. Skurkovich has served as Vice
President and member of the Board of Directors. He completed a clinical and
research fellowship at the Maxwell Finland Laboratory for Infectious Diseases,
Boston City Hospital, Boston, Massachusetts and presently is a professor at
Brown University Medical School. He has collaborated with his father on the
development of the Company's treatment of autoimmune diseases. Dr. Skurkovich
received his M.D. from the Moscow State Medical Institute.

         Joseph A. Bellanti, M.D. - Since 1986, Mr. Bellanti has served as Vice
President and member of the Board of Directors. He is Director of the
International Center for Interdisciplinary Studies of Immunology and a professor
of Pediatrics and Microbiology at Georgetown University Medical School. He has
authored or co-authored over 400 scientific articles and abstracts and 25 books
and/or chapters in books in the fields of immunology and virology. His textbook,
"Immunology", now in its third edition, is used in many medical school
classrooms throughout the country. Dr. Bellanti received his B.S. and M.D.
degrees from the University of Buffalo, Buffalo, New York.

         Lawrence Loomis - Since 1986 Mr. Loomis has served as a member of the
Board of Directors. Mr. Loomis is President and sole shareholder of New Horizons
Diagnostics, Inc., a company that develops bacteriological screening methods,
monoclonal antibodies for detection of various infectious disease agents, and
rapid bacterial and viral assay kits. Prior to founding New Horizons
Diagnostics, Inc. in 1980, Mr. Loomis was in charge of the Immunology Department
for BBL, a division of Becton Dickinson. Mr. Loomis received his


<PAGE>

PAGE 39

undergraduate degree in Chemistry from New York University and his graduate
degree in Chemistry from City University.

         Leonard Millstein - Since 1986, Mr. Millstein has served as a member of
the Board of Directors. Mr. Millstein received his MSCE and Ph.D. in Civil
Engineering from Moscow State Construction University in 1964 and 1974,
respectively. After immigrating to the United States in 1978 he held teaching
positions at Howard University in Washington D.C. and Johns Hopkins University
in Baltimore, Maryland. He has over 200 publications and is a member of the
American Concrete Institute and American Society of Civil Engineers. From 1981
to the present, he has been a CEO of Radcon Products, a company involved in
manufacturing of proprietary concrete sealants. From 1990 until the present, he
has been a Chairman of the Board of TTLTIC, a private consulting company.

         Richard Eamer - Since 1998, Mr. Eamer has served as a member of the
Board of Directors. Prior to joining the Company, Mr. Eamer was the founder,
Chairman of the Board and Chief Executive Officer of National Medical
Enterprises (NME), a company with over $5 billion in revenues. MNE was sold to
Tenet Healthcare Corporation (NYSE symbol THC), which presently has a market
capitalization of over 11 billion dollars. He is also the founder to two newly
established closely held companies, one in veterinary care ant the other in
industrial otology. Mr. Eamer is a former Director and Chairman of the Board of
Hillhaven Corporation, the nation's second largest operator or long term care
facilities. He was also a Director of Unocal Corporation and is currently a
Director of Imperial Bank. He is a member of the Conference Board and as
associate at the University of Southern California, a member of the Board of
Trustee of the Hugh O'Brian Youth Foundation, serves on the Board of Trustees of
the UCLA Foundation and the Hope for Hearing Foundation. Other affiliations
include the Pepperdine University Board of Regents and the Board of the John
Douglas French Alzheimer's Foundation. Mr. Eamer is also the recipient of the
Doheny Eye Institute's "The Doheny Award" for lifetime achievement and
preeminence in his field.

         Jeanne Kelly - Since 1986, Ms. Kelly has served as Secretary/Treasurer
of the Company and assistant to Dr. Simon Skurkovich. She holds a Ph.D. in
Social Anthropology from American University. Since 1986, Ms. Kelly has been
employed by Coates & Jarrett, Inc., a consulting firm located in Washington,
D.C. Coates & Jarrett conducts research on behalf of emerging technology
corporations.

Family Relationships

         The only known relationship between any directors is Simon Skurkovich,
father to Boris Skurkovich, and father-in-law to Leonard Millstein.

Involvement in Certain Legal Proceedings

         During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company has been the subject matter of any legal proceedings, including
bankruptcy, criminal proceedings, or civil proceedings. Further, no legal
proceedings are known to be contemplated by governmental authorities against any
director, executive officer and person nominated to become a director.


<PAGE>

PAGE 40

Compliance with Section 16(a) of the Exchange Act.

         The directors, executive officer or ten percent stockholders of the
Company filed Form 3 on April 3, 2000. Form 4 was required to be filed by Simon
Skurkovich and has not yet been filed. Dr. Skurkovich sold 124,000 shares of
common stock between February 16, 2000 and March 1, 2000. In accordance with
Section 16(a) of the Exchange Act, the profits realized on the sale of such
shares by Dr. Skurkovich was disgorged by him and returned to the Company by him
on March 22, 2000. Form 4 was also required to be filed by Edmond Buccellato and
has not yet been filed. Mr. Buccellato sold 10,000 shares of common stock on
March 3, 2000. In accordance with Section 16(a) of the Exchange Act, the profits
realized on the sale of such shares by Mr. Buccellato was disgorged by him and
returned to the Company by him on April 7, 2000. At the time of the sales by Dr.
Skurkovich and Mr. Buccellato, they were not aware of the restrictions under
Section 16(a) of the Exchange Act. Subsequently, after learning of such
restrictions, they disgorged their profit on the sale of the stock to the
Company.

ITEM 10.  EXECUTIVE COMPENSATION.

         The following table sets forth the compensation accrued by the Company
since January 1, 1997 through December 31, 1999, for each officer and director
of the Company. This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other
compensation, if any.

<TABLE>
<CAPTION>

                     SUMMARY ACCRUED COMPENSATION TABLE
(a)         (b)      (c)         (d)          (e)          (f)         (g)        (h)     (i)
                                                                       SECURITIES
                                              OTHER                    UNDERLYING
NAME AND                                      ANNUAL       RESTRICTED  OTHER              ALL
PRINCIPAL                                     COMPEN-      STOCK       OPTIONS/   LTIP    COMPEN-
POSITION     YEAR    SALARY       BONUS       SATION       AWARD(S)    SARS       PAYOUTS SATION
                     ($)         ($)          ($)          ($)         (#)        ($)     ($)
-----------  ----    ---------   ------       -------      -------     --------   ------  --------
<S>          <C>     <C>           <C>        <C>          <C>         <C>        <C>     <C>
Simon        1999    $100,000
 Skurkovich  1998    $100,000      0          0            0           0          0       0
Chairman     1997    $150,000      0          0            0           0          0       0

Edmond       1999    $ 75,000
 Buccellato  1998    $ 50,000      0          0            0           0          0       0
President    1997    $100,000      0          0            0           0          0       0

Boris        1999           0
 Skurkovich  1998           0      0          0            0           0          0       0
Vice         1997           0      0          0            0           0          0       0
President

Joseph       1999           0
 Bellanti    1998           0      0          0            0           0          0       0
Vice         1997           0      0          0            0           0          0       0
 President

Lawrence     1999           0
 Loomis      1998           0      0          0            0           0          0       0
Director     1997           0      0          0            0           0          0       0
</TABLE>


<PAGE>

PAGE 41

<TABLE>

<S>          <C>     <C>          <C>        <C>          <C>         <C>        <C>     <C>
Jeanne       1999    $45,000
 Kelly       1998          0      0          0            0           0          0       0
Secretary    1997    $45,000      0          0            0           0          0       0
 Treasurer

Leonard      1999
 Millstein   1998          0      0          0            0           0          0       0
Director     1997          0      0          0            0           0          0       0

Richard      1999
 Eamer       1998          0      0          0            0           0          0       0
Director     1997          0      0          0            0           0          0       0
</TABLE>

         There are no retirement, pension, or profit sharing plans for the
benefit of the Company's officers and directors. The Company has granted
non-qualified stock options for the benefit of officers and directors. The
number of shares of common stock under option as of December 31, 1999 was
2,877,953.

Option/SAR Grants.

         The following grants of stock options, whether or not in tandem with
stock appreciation rights ("SARs") and freestanding SARs have been made to
officers and/or directors:

<TABLE>
<CAPTION>
                                            NUMBER OF
                                            SECURITIES
                           NUMBER OF        UNDERLYING
                           SECURITIES       OPTIONS/SARS
                           UNDERLYING       GRANTED           EXERCISE       NUMBER OF
                           OPTIONS          DURING LAST       OR BASE        OPTIONS          EXPIRATION
NAME                       SARS GRANTED     12 MONTHS         PRICE($/SH)    EXERCISED        DATE
----------------           ------------     -------------     -----------    ----------       -----------
<S>                        <C>               <C>                <C>             <C>              <C>
Simon Skurkovich           300,000                 0            $ 0.10          -0-              12/31/05
                           623,000           623,000            $ 0.10          -0-              12/31/05
Edmond Buccellato           50,000                 0            $ 0.10          -0-              12/31/05
                            50,000                 0            $ 0.20          -0-              12/31/05
                           105,453           105,453            $ 0.10          -0-              12/31/05
Boris Skurkovich           100,000                 0            $ 0.01          -0-              12/31/05
                           150,000                 0            $ 0.20          -0-              12/31/05
                            50,000                 0            $ 0.10          -0-              12/31/05
Jeanne Kelly               150,000                 0            $ 0.20          -0-              02/25/01
                           150,000                 0            $ 0.01          -0-              02/01/03
                            50,000                 0            $ 0.20          -0-              02/25/01
                           100,000                 0            $ 0.10          -0-              12/01/05
                           114,500           114,500            $ 0.10          -0-              12/31/05
Laurence Loomis            100,000                 0            $ 0.20          -0-              02/25/01
                            75,000                 0            $ 0.20          -0-              02/25/01
                            25,000                 0            $ 0.10          -0-              12/01/05
Leonard Millstein          100,000                 0            $ 0.20          -0-              01/25/01
                            25,000                 0            $ 0.20          -0-              02/25/01
Joseph Bellanti            100,000                 0            $ 0.20          -0-              02/25/01
                           350,000                 0            $ 0.01          -0-              11/20/05
</TABLE>


<PAGE>

PAGE 42

Long-Term Incentive Plan Awards.

         The Company does not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance other than a Stock
Bonus Plan adopted by the Company on January 11, 2000.

         The plan's purpose is to keep personnel of experience and ability in
the employ of the Company and to compensate them for their contributions to the
growth of the Company, thereby inducing them to continue to make such
contributions in the future.

Compensation of Directors.

         Directors did not receive any compensation for serving as members of
the Board of Directors for the year ending December 31, 1999. The Board has not
implemented a plan to award any future options to any Directors, except for said
stock bonus plan approved by the Board of Directors on January 11, 2000. Under
the plan, certain Directors and key employees, as indicated below, were awarded,
in the aggregate, 9.2 million shares of the Company's common stock at a price of
$0.05 per share. The awards were made after December 31, 1999 and accordingly
are not included in the charts set forth in Items 10 and 11. Such stock bonuses
were issued at the weighted average price at which the Company has been selling
shares of stock out of authorized but yet unissued common stock to third parties
during the six months immediately preceding the issuance of the Bonus shares, or
$0.05 per share. Consideration for the purchase of such shares was in the form
of a note in favor of the Company by each Officer/Director to whom the stock was
awarded. The terms of the stock bonus plan and accompanying note are
incorporated by reference and as an exhibit. There are no other contractual
arrangements with any member of the Board of Directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners

         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 December 31, 1999. 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.

NAME AND                            NUMBER OF                         PERCENTAGE
ADDRESS OF OWNER                    SHARES           POSITION          OF SHARES
-------------------                 ------------     --------         ----------
Simon V. Skurkovich                 2,116,770[1]     Chairman of        7.01%
802 Rollins Avenue                                   the Board of
Rockville, MD 20852                                  Directors

Edmond Buccellato                     651,343[2]     CEO and            2.16%
6716 Faust Ave.                                      Director
West Hills, CA 91307


<PAGE>

PAGE 43

Boris V. Skurkovich                 3,047,020[3]     Director          10.09%
18 Blaisdell Ave.
Pawtucket, RI 01860

Joseph Bellanti                       600,000[4]     Director           1.99%
607 Corewood Lane
Bethesda, MD 20816

Larry Loomis                          725,000[5]     Director           2.40%
9110 Red Branch Rd.
Columbia, MD 21045

Leonard Millstein                   3,665,159[6]     Director          12.14%
1677 Calle Alta
La Jolla, CA 92037

Richard Eamer                             -0-         Director          0.00%
2400 Broadway Ave.
Suite 500
Santa Monica, CA   90404

Jeanne Kelly                          714,500[7]     Secretary/         2.37%
4515 Willard Ave.                                    Treasurer
Chevy Chase, MD  20815

All officers and                   11,519,792                          38.15%
directors as a
group (8 persons)

[1]     Includes options to purchase up to 300,000 shares of common stock at an
        exercise price of $0.10 per share, and options to purchase up to 623,000
        shares of common stock at an exercise price of $0.10 per share. Does not
        include 4,000,000 shares of common stock issued on January 11, 2000
        through a stock bonus plan.

[2]     Shares held in the names of the Edmond Buccellato (254,000), Edmond and
        Leana Buccellato Family Trust (153,000 shares), Edmond Buccellato and
        Leana Buccellato FBO the Buccellato Living Trust (20,000 shares), Amy
        Buccellato (8,400 shares), and Matthew Buccellato (10,490 shares).
        Includes options to purchase up to 50,000 shares of common stock at an
        exercise price of $0.10 per share and options to purchase up to 50,000
        shares of common stock at an exercise price of $0.20 per share. Includes
        options to purchase up to 105,543 shares of common stock at an exercise
        price of $0.10 per share. Does not include 1,500,000 shares of common
        stock issued on January 11, 2000 through a stock bonus plan.

[3]     Shares held in the name of Boris Skurkovich (575,020 shares), Carol
        Marjorie Dorros (550,000), Samuel Skurkovich (501,000 shares), and
        Samuel Aaron Skurkovich (1,121,000 shares). Includes options to purchase
        up to 100,000 shares of common stock at an exercise price of $0.01 per
        share; options to purchase up to 150,000 shares of common stock at an
        exercise price of $0.02 per share and options to purchase 50,000 shares
        of common stock at an exercise price of $0.10 per share. Does not
        include 1,500,000 shares of common stock issued on January 11, 2000
        through a stock bonus plan.

<PAGE>

PAGE 44

[4]     Includes options to purchase up to 100,000 shares of common stock at an
        exercise price of $0.20 per share and options to purchase up to 350,000
        shares of common stock at an exercise price of $0.01 per share. All of
        the foregoing options have been assigned to the I Care Foundation.

[5]     Shares held in the names of Larry Loomis (325,000 shares) and New
        Horizons Diagnostics, Inc. (200,000 shares). Includes options to
        purchase up to 75,000 shares of common stock at an exercise price of
        $0.20 per share and options to purchase up to 10,000 shares of common
        stock at an exercise price of $0.10 per share. Does not include
        1,000,000 shares of common stock issued on January 11, 2000 through a
        stock bonus plan.

[6]     Shares held in the names of Leonard Millstein (465,100 shares), Ellen
        Millstein (1,278,359 shares), William Millstein (888,350 shares) and
        Melvin Millstein (908,350 shares). Includes options to purchase up to
        125,000 shares of common stock at an exercise price of $0.20 per share.

[7]     Includes options to purchase up to 150,000 shares of common stock at an
        exercise price of $0.01 per share and options to purchase up to 100,000
        shares of common stock at an exercise price of $0.10 per share and
        options to purchase up to 50,000 shares of common stock at an exercise
        price of $0.20 per share. Includes options to purchase up to 114,500
        shares of common stock at an exercise price of $2.00 per share. Does not
        include 1,000,000 shares of common stock issued on January 11, 2000
        through a stock bonus plan.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Simon Skurkovich, MD, the Company's Chairman of the Board of Directors
and a shareholder of the Company advanced funds to pay a significant portion of
the Company's expenses since 1989. At December 31, 1999 the cumulative amounts
owed to Dr. Skurkovich by the Company for expenses paid by him on behalf of the
Company was $262,776, and $1,255,962 for unpaid salaries and accrued interest.
In consideration for writing off the unpaid salaries of $1,246,000 owed Dr.
Skurkovich as of December 31, 1999, the Board of Directors authorized the
issuance non-qualified stock options to purchase 623,000 shares of common stock
at an exercise price of $0.10 per share, exercisable at any time between January
1, 2000 and December 31, 2005.

         Edmond Buccellato, the Company's Chief Executive Officer, member of the
Board of Directors and a shareholder, was owed $207,985 for cumulative unpaid
salaries as of December 31, 1999. In consideration for writing off the unpaid
salaries of $207,985 owed Mr. Buccellato as of December 31, 1999, the Board of
Directors authorized the issuance non-qualified stock options to purchase
105,543 shares of common stock at an exercise price of $0.10 per share,
exercisable at any time between January 1, 2000 and December 31, 2005.

<PAGE>

PAGE 45

         The Company is currently indebted to Jeanne Kelly, the Company's
Secretary/Treasurer in the amount of $229,000 for cumulative unpaid salaries and
$13,381 for expenses advanced by Ms. Kelly through December 31, 1999. In
consideration for writing off the cumulative unpaid salaries of $229,000 owed
Ms. Kelly as of December 31, 1999, the Board of Directors authorized the
issuance non-qualified stock options to purchase 114,500 shares of common stock
at an exercise price of $0.10 per share, exercisable at any time between January
1, 2000 and December 31, 2005.

         The Company subleases 500 square feet of office space on a rent-free
basis through December 31, 1999 and at the rate of $400 per month for the twelve
months ending December 31, 2000. The office space is owned by Buccellato &
Finkelstein, Inc. Mr. Buccellato is the CEO of the Company.

Sale of Unregistered Securities in the Fourth Quarter of 1999.

         Between January 1, 1999 and May 31, 1999, the Company issued 1,507,100
shares of common stock to individuals in consideration of the sum of $82,770.
The foregoing securities were issued pursuant to Section 4(2) of the Act and are
restricted securities as that term is defined in Rule 144 of the Act.

         Between January 1, 1999 and May 31, 1999, the Company issued 197,490
shares of common stock individuals in consideration of services valued at
$9,874. The foregoing securities were issued pursuant to Section 4(2) of the Act
and are restricted securities as that term is defined in Rule 144 of the Act.

         Between June 1, 1999 and December 31, 1999, the Company issued
2,202,600 shares of common stock to individuals in consideration of the sum of
$110,130, including subscriptions receivable at December 31, 1999 of $32,500.
The foregoing securities were issued pursuant to Section 4(2) of the Act and are
restricted securities as that term is defined in Rule 144 of the Act.

         On November 4, 1999 the Company cancelled 850,000 shares of common
stock held in escrow under an escrow agreement dated July 1, 1991. Under the
terms of that agreement, such shares were to be released to an individual based
upon the Company receiving $2.5 million in cash prior to December 31, 1992.
Since no such funds were received by the Company prior to December 31, 1992, the
shares held in escrow were cancelled.

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

         No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.


<PAGE>

PAGE 46

Exhibits

         The following documents are incorporated herein by reference from the
Registrant's Form 10SB Registration Statement and all amendments thereto, which
was filed with the Securities and Exchange Commission, and all exhibits thereto:

EXHIBIT
NO.               DESCRIPTION
---               ------------
3.1               Articles of Incorporation.
3.2               Bylaws.
4.1               Specimen Stock Certificate.

         The following documents are incorporated herein:

10.1              Stock Bonus Plan dated January 11, 2000.
27                Financial Data Schedule


<PAGE>

PAGE 47

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on this 4th
day of May, 2000.

                                             ADVANCED BIOTHERAPHY CONCEPTS, INC.
                                             (Registrant)


                                             BY: /s/ Edmond Buccellato
                                                 Edmond Buccellato, President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on this 4th day of May, 2000.

SIGNATURES                          TITLE                              DATE
----------                          -----                              ----
/s/ Simon Skurkovich       Chairman of the Board of Directors         5/4/2000
Simon Skurkovich

/s/ Edmond Buccellato      President, CEO and member of the           5/4/2000
Edmond Buccellato          Board of Directors

/s/ Boris Skurkovich       Vice President and a member                5/4/2000
Boris Skurkovich           of the Board of Directors


/s/ Lawrence Loomis        Member of the Board of Directors           5/4/2000
Lawrence Loomis

/s/ Jeanne Kelly           Secretary/Treasurer                        5/4/2000

/s/ Edmond Buccellato      Chief Financial Officer                    5/4/2000
Edmond Buccellato