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Microcap & Penny Stocks : ADVR:THE NEW COMPANY...WITH A NEW LIFE...AND A NEW MISSION -- Ignore unavailable to you. Want to Upgrade?

To: David M. Gloss who wrote (4724)	1/12/2000 10:40:00 PM
From: David M. Gloss	Respond to of 4891

As filed with the Securities and Exchange Commission on January 12, 2000. Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADVANCED VIRAL RESEARCH CORP. ----------------------------- (Exact name of Registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation or organization) 5129 ---- (Primary Standard Industrial Classification Code Number) 59-2646820 ---------- (I.R.S. Employer Identification No.) 200 Corporate Boulevard South, Yonkers, New York 10701 ------------------------------------------------------ (914) 376-7383 (Address and telephone number of Registrant's principal executive offices) Shalom Z. Hirschman, M.D., President 200 Corporate Boulevard South, Yonkers, New York 10701 (914) 376-7383 --------------------------------------------------------------------- (Name, address and telephone number of agent for service) --------------- COPIES TO: CHARLES J. RENNERT Berman Wolfe Rennert Vogel & Mandler, P.A. NationsBank Tower, Suite 3500 100 Southeast Second Street Miami, Florida 33131-2130 (305) 577-4177 Phone (305) 373-6036 Fax --------------- Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement. SELLING SHAREHOLDERS The following table sets forth certain information regarding the beneficial ownership of the common stock as of the date of this prospectus by each of the selling shareholders assuming the full exercise of certain warrants and stock options. Unless otherwise indicated below, to our knowledge all persons listed below have sole voting and investment power with respect to the shares of common stock, except to the extent authority is shared by spouses under applicable law. The information included below is based upon information provided by the selling shareholders. Because the selling shareholders may offer all, some or none of their shares, no definitive estimate as to the number of shares that will be held by the selling shareholders after such offering can be provided and the following table has been prepared on the assumption that all shares offered under this prospectus will be sold. POSITION WITH OR SHARES OWNED SHARES BEING SHARES OWNED RELATIONSHIP TO BEFORE OFFERING (1)(2) SOLD IN AFTER OFFERING (3) SELLING SHAREHOLDER ADVANCED VIRAL NUMBER % OFFERING(2) NUMBER % ------------------- -------------- ------ --- ----------- ------ -- Endeavour Capital Fund S.A. (4) Investor 19,736,842 6.1% 19,736,842 0 0.00% Samuel Krieger (5) Counsel to Investor 5,000 * 5,000 0 0.00% Ronald Nussbaum (5) Counsel to Investor 5,000 * 5,000 0 0.00% Selling Shareholders Total Shares 19,746,842 6.1% 19,746,842 0 0.00% Total Shares Outstanding after Offering 332,038,877 =========== ---------- * LESS THAN 1%