UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2009~~

~~Advanced~~Pursuant ~~Viral~~to ~~Research~~Section 13 ~~Corp.~~or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 1, 2009

ADVANCED VIRAL RESEARCH CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-18293	59-2646820
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 Corporate Boulevard South, Yonkers, New York		10701
Six Executive Plaza, Ste. 283, Yonkers, New York		10701
(Address of principal executive offices)		(Zip Code)

~~(Registrants~~Registrant’s telephone number, including area code): 914-376-7383

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 4.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

On ~~March~~June 231, 2009, ~~Eli~~the ~~Wilner,~~independent ~~Roy~~registered ~~Walzer~~public ~~and~~accounting ~~Angelo~~firm ~~Botter, resigned, effective immediately, as members~~ of ~~our~~Advanced ~~Board~~Viral ofResearch ~~Directors~~ Corp. (the “~~Board~~Company”)., ~~Mr. Wilner~~Rachlin ~~was~~LLP ~~Chairman~~(“Rachlin”), ofmerged ~~the~~with ~~Board~~and ~~of Directors.~~into ~~Messrs~~Marcum ~~Wilner~~LLP (the “Merger”) and ~~Walzer~~began practicing ~~were~~in ~~members~~Florida ofas ~~the~~“MarcumRachlin, ~~Compensation~~a ~~Committee~~division of ~~the~~Marcum ~~Board~~LLP” ~~and Messrs~~(“MarcumRachlin”). ~~Botter~~ ~~and~~Accordingly, effective ~~Walzer~~June 1, ~~were~~2009, ~~members~~Rachlin ofceased ~~the~~to ~~Audit~~act ~~Committee~~as of the ~~Board.~~Company’s ~~Immediately~~independent ~~following~~registered public ~~the~~accounting ~~resignation~~firm ~~of Messrs. Wilner, Walzer~~ and ~~Botter,~~MarcumRachlin became the ~~Board~~Company’s ~~approved~~independent aregistered ~~decrease~~public ~~in the size of~~accounting ~~the~~firm. ~~Board~~This tochange ~~one~~in ~~member.~~the ~~Steve~~Company’s ~~Elliston~~independent ~~shall~~registered ~~continue~~public asaccounting ~~the~~firm ~~sole~~was ~~member~~accepted of by the Company’s Board of ~~Directors~~ ~~of the Company~~Directors.

OnThe ~~March 24,~~principal ~~2009,~~accountant’s ~~Martin~~reports ~~Bookman,~~of ~~resigned,~~Rachlin ~~effective~~on ~~immediately,~~the consolidated financial statements of the Company as ~~Acting~~at ~~Chief~~and ~~Financial~~for the fiscal years ended December 31, 2008 and 2007 did not contain any adverse ~~Officer~~opinion or disclaimer of ~~Advanced~~opinion ~~Viral~~and ~~Research~~were ~~Corp.~~not qualified or modified as to uncertainty, audit scope or accounting principles.

~~Item~~During 8the fiscal years ended December 31, 2008 and 2007 and through the effective time of the Merger, there were no disagreements with Rachlin on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Rachlin’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years.01 ~~Other~~During ~~Events~~the fiscal years ended December 31, 2008 and 2007 and through June 1, 2009, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.

OnDuring ~~March 24,~~the ~~2009,~~fiscal weyears ~~received~~ended ~~from YA Global Investments~~December 31, ~~L.P.~~2008 ~~(f/k/a~~and ~~Cornell~~2007 ~~Capital Partners,~~and ~~LP)~~through ~~(“YA~~the ~~Global”)~~effective ~~notice~~time ~~that~~of ~~pursuant~~the Merger, to the ~~Uniform~~Company ~~Commercial~~did ~~Code~~not asconsult inwith ~~effect~~Marcum inLLP ~~the State~~or ofMarcumRachlin ~~Delaware~~with ~~and~~respect ~~certain~~to ~~other~~any ~~conveyance~~of ~~documents entered by YA Global dated March~~(i) ~~18, 2009,~~the YAapplication ~~Global~~of ~~foreclosed~~accounting ~~its~~principles ~~security interest in and assigned, sold and transferred~~ to ~~BBM Holdings, Inc. for~~ a ~~purchase~~specified ~~price of $600~~transaction,~~000,~~ ~~all~~either ~~right,~~completed ~~title~~or ~~and~~proposed; ~~interest in and to certain property we~~(ii) ~~pledged~~the astype ~~collateral~~of toaudit ~~secure~~opinion ~~our~~that ~~repayment~~might ~~and~~be ~~other~~rendered ~~obligations~~on tothe YACompany’s ~~Global~~financial ~~under~~statements; ~~our financing~~or ~~arrangement~~ (~~the “Transferred Assets”~~iii). any ~~The~~matter ~~Transferred~~that ~~Assets~~was ~~included~~either ~~goods,~~the ~~fixtures, furniture,~~subject ~~tools,~~of ~~parts,~~a ~~supplies,~~disagreement ~~general~~(as ~~intangibles,~~defined ~~records,~~in ~~contract~~Item 304(a)(1)(iv) ~~rights, software,~~of ~~inventory,~~Regulation S-K) ~~equipment,~~or ~~intellectual~~an ~~property~~event ~~and~~of ~~other~~the ~~personal~~type ~~property~~described ~~used~~ in ~~connection~~Item 304(a)(1)(v) ~~with~~of ~~our clinical trials~~Regulation S-K.

YAThe ~~Global~~Company ~~further~~provided ~~advised~~Rachlin uswith ~~that~~a ~~prior~~copy ~~to the application~~ of the ~~proceeds~~foregoing ~~from~~disclosure ~~such~~and ~~sale~~requested Rachlin to ~~BBM~~furnish ~~Holdings,~~the ~~Inc.,~~Company wewith ~~were~~a ~~obligated~~letter addressed to ~~YA Glboal in~~ the ~~amount~~Securities ofand ~~$1,938,700~~Exchange inCommission ~~principal and an~~stating ~~additional~~whether ~~$243,479~~it inagrees ~~accrued~~with ~~and~~the ~~unpaid~~statements ~~interest,~~made ~~plus other fees, costs, expenses and costs of collection~~therein. ~~After~~A ~~application~~copy of ~~the~~such ~~proceeds~~letter, ~~from~~dated ~~the sale by YA Global to BBM Holdings~~June 4, ~~Inc.~~2009, ~~first~~furnished toby ~~accrued~~MarcumRachlin ~~and~~as ~~unpaid~~successor ~~interest and then~~ to ~~outstanding principal~~Rachlin, weis ~~remain~~filed ~~obligated~~as ~~to YA Global in the amount of $~~Exhibit 16.1~~,582,179~~ into ~~principal, plus interest accruing from March 19, 2009, fees,~~this ~~costs,~~Current ~~expenses~~Report ~~and~~on ~~costs~~Form ~~of collection (the “Remaining Obligations”)~~8-K.

~~We do not have sufficient cash resources to satisfy in full the Remaining Obligations or any other amounts that may be outstanding~~Item 9.01 WeFinancial doStatements ~~not~~and ~~have any agreements, agreements in principle or understandings to acquire sufficient cash resources to do so~~Exhibits. ~~Due to the lack of cash resources, we can give no assurances that we can, among other things, comply with our reporting obligations promulgated under the Securities Exchange Act of 1934.~~

~~We are a non operating corporation~~(c) Exhibits. We may seek to effect a merger, acquisition or other business combination with an operating company by using a combination of capital stock or cash which may become available from other sources. There can be no assurances that we will enter into such a transaction on terms favorable to us, if at all, or that other funding sources will be available to pursue or consummate a business combination.

16.1

Letter dated June 4, 2009 from MarcumRachlin, a division of Marcum LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly ~~caused~~ caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: March 25, 2009	ADVANCED VIRAL RESEARCH CORP. (Registrant)
	ADVANCED VIRAL RESEARCH CORP.
	By:	/s/ Stephen M. Elliston
June 5, 2009	By:	Stephen M. Elliston
		Stephen M. Elliston
		Name:	Stephen M. Elliston
		President and Chief Executive Officer
		Title:	President

EXHIBIT INDEX


Exhibit No.		Description

	16.1	Letter dated June 4, 2009 from MarcumRachlin, a division of Marcum LLP.

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