UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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

Date of report (Date of earliest event reported): February 3, 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)


200 Corporate Boulevard South, Yonkers, New York		10701

(Address of principal executive offices)		(Zip Code)

(914) 376-7383

(Registrants’ telephone number, including area code)

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 25.0402 ~~Triggering~~Departure ~~Events~~of ~~That~~Directors ~~Accelerate~~ or ~~Increase~~Certain aOfficers; ~~Direct~~Election ~~Financial~~of ~~Obligation~~Directors; orAppointment anof ~~Obligation~~Certain ~~under~~Officers; anCompensatory ~~Off-Balance~~Arrangements ~~Sheet~~of ~~Arrangement~~Certain Officers.

~~The~~ On ~~disclosure~~March 23, ~~set~~2009, ~~forth~~Eli inWilner, ~~Item~~Roy Walzer and Angelo Botter, resigned, effective immediately, as members of our Board of Directors (the “Board”). Mr. 8Wilner was Chairman of the Board of Directors.01 Messrs Wilner and Walzer were members of the Compensation Committee of the Board and Messrs. Botter and Walzer were members of the Audit Committee of the Board. Immediately following the resignation of Messrs. Wilner, Walzer and Botter, the Board approved a decrease in the size of the Board to ~~this~~one ~~Current~~member. ~~Report~~Steve isElliston ~~incorporated~~shall ~~into~~continue ~~this~~as ~~item~~the bysole member of the Board of ~~reference~~Directors of the Company.

On March 24, 2009, Martin Bookman, resigned, effective immediately, as Acting Chief Financial Officer of Advanced Viral Research Corp.


Item 8.01		Other Events.

On ~~February~~March 324, 2009, we received from YA Global Investments, L.P. (f/k/a Cornell Capital Partners, LP) (“YA Global”) ~~(i) a~~notice ~~default~~that ~~letter~~pursuant (to the ~~“Default~~Uniform ~~Letter”);~~Commercial Code as in effect in the State of Delaware and ~~(ii)~~certain other conveyance documents entered by YA Global dated March ~~Notices~~18, of2009, ~~Disposition~~YA Global foreclosed its security interest in and assigned, sold and transferred to BBM Holdings, Inc. for a purchase price of ~~Collateral~~$600,000, ~~(collectively~~all right, title and interest in and to certain property we pledged as collateral to secure our repayment and other obligations to YA Global under our financing arrangement (the “~~Disposition~~Transferred ~~Notice~~Assets”). The Transferred Assets included goods, fixtures, furniture, tools, parts, supplies, general intangibles, records, contract rights, software, inventory, equipment, intellectual property and other personal property used in connection with our clinical trials.

~~Pursuant to the Default Letter,~~ YA Global ~~notified~~further advised us that weprior ~~are~~to inthe ~~default~~application ~~under~~of the ~~financing~~ ~~transactions~~proceeds ~~entered~~from ~~into~~such ~~between~~sale ~~us,~~to BBM ~~including~~Holdings, ~~without limitation the (i) Amended and Restated Secured Convertible Debenture dated as of July 24~~Inc., ~~2007~~we ~~issued~~were byobligated us to YA ~~Global~~Glboal in the ~~original~~ ~~principal~~ amount of $~~750~~1,~~000~~938,700 asin ~~amended~~principal ~~on December 3, 2007; (ii) Amended~~ and ~~Restated~~an ~~Secured~~additional ~~Convertible Debenture dated as of July 24~~$243,479 ~~2007 issued by us to YA Global~~ in ~~the~~accrued ~~original principal~~and ~~amount~~unpaid ~~of $750~~interest,~~000,~~ asplus ~~amended~~other ~~on December 3~~fees, ~~2007; (iii) Secured Convertible Debenture dated as of July 24~~costs, ~~2007~~expenses ~~issued~~and bycosts ~~us to YA Global in the original principal amount~~ of ~~$750,000;~~ ~~(iv) Secured~~collection. ~~Convertible~~After ~~Debenture~~application ~~dated as~~ of ~~July 24,~~the ~~2007~~proceeds ~~issued~~from ~~by us to YA Global in~~ the ~~original~~ ~~principal~~sale ~~amount of $750,000; (v) Secured Convertible Debenture dated as of June 6, 2008~~ by ~~us to~~ YA Global into ~~the~~BBM ~~original principal amount of $312~~Holdings,~~000;~~ ~~(vi) Secured Convertible Debenture~~Inc. ~~dated~~first asto ofaccrued ~~June 30,~~and ~~2008~~unpaid ~~issued~~interest byand usthen to Youtstanding ~~A Global in the original~~ principal ~~amount of $313~~,~~000; (vii) Secured~~ ~~Convertible~~we ~~Debenture~~remain ~~dated~~obligated ~~as of October 15, 2008 issued by us~~ to YA Global in the ~~original~~ ~~principal~~ amount of $~~312~~1,~~000;~~582,179 ~~(the~~in ~~“Debentures”); (viii) Amended and Restated Security Agreement dated as of December 3~~principal, ~~2007;~~plus ~~and~~interest ~~(ix) Patent~~accruing ~~Security~~from ~~Agreement dated as of December~~March 319, ~~2007~~ ~~(the “Agreements” and collectively with the Debentures~~2009, ~~the “Transaction Documents”). Under the Default Letter~~fees, ~~YA Global claims that one or more defaults have occurred under the Transaction~~ ~~Documents. Accordingly~~costs, YAexpenses ~~Global~~and ~~demanded~~costs ~~that we immediately repay all~~ of ~~our~~collection ~~obligations~~ (the “Remaining Obligations”) ~~to YA Global under the Transaction Documents, which amounts to approximately $2~~.2 million as of February 3, 2009, inclusive of accrued and unpaid interest. In addition, YA Global stated its intention to proceed with the exercise of its rights and remedies under the Transaction Documents to collect the outstanding indebtedness without further notice to us.

~~Pursuant~~We todo ~~the~~not ~~Disposition~~have ~~Notice,~~sufficient YAcash ~~Global~~resources ~~notified us that pursuant~~ to ~~the~~satisfy ~~terms~~in offull the ~~Transaction~~ ~~Documents~~Remaining ~~and~~Obligations ~~Article 9~~or ~~of the Uniform Commercial Code, YA Global intends to sell~~any ~~certain~~other ofamounts ~~the~~that ~~property~~may ~~which~~be ~~serves~~outstanding. asWe ~~collateral~~do ~~for~~not ~~our~~have ~~repayment~~any ~~obligations under the Transaction Documents~~agreements, ~~including~~agreements ~~general~~in ~~intangibles,~~principle ~~intellectual property and other personal~~or ~~property~~understandings ~~used~~to inacquire ~~connection~~sufficient ~~with~~cash ~~our~~resources ~~ongoing~~to ~~clinical~~do ~~trials (the “Collateral”)~~so. ~~The~~Due ~~Disposition Notice further provides that YA Global intends~~ to ~~sell~~ the ~~Collateral~~lack byof ~~one~~cash orresources, we ~~more~~can ~~public~~give ~~and/or private~~no ~~sales~~assurances ~~and~~ that we ~~shall~~can, beamong ~~notified~~other ~~of the date~~things, ~~time~~comply ~~and~~with ~~place~~our ofreporting ~~any public disposition~~obligations ofpromulgated ~~the~~under ~~Collateral and~~ the ~~date~~Securities ~~after~~Exchange ~~which~~Act ~~any~~of ~~private sale is to be made~~1934. ~~In this regard, the~~ ~~Disposition Notice provides that the first such private sale may take place on or after February 13, 2009.~~

We doare ~~not~~a ~~have~~non ~~sufficient~~operating ~~cash~~corporation. ~~resources~~We tomay ~~satisfy~~seek ~~the~~to ~~Obligations~~effect ~~nor~~a ~~do we have any agreements~~merger, ~~agreements~~acquisition ~~in principle~~ or ~~understandings to acquire sufficient cash resources to~~other ~~satisfy~~business ~~the~~combination ~~Obligations. We have been in discussions~~ with YAan ~~Global~~operating incompany ~~order~~by tousing ~~reach~~ a ~~resolution regarding~~combination ~~the default. In addition, we have been seeking sources~~ of ~~financing~~capital instock ~~order~~or ~~to redeem~~cash ~~the~~which ~~outstanding~~may ~~debt~~become ~~owed~~available tofrom YAother ~~Global and to resume operations~~sources. ~~Notwithstanding~~There ~~the foregoing, there~~ can be no ~~assurance~~assurances that we will ~~acquire~~enter ~~additional financing, ever resume operations or that~~into wesuch ~~will~~a ~~not~~transaction beon ~~required~~terms tofavorable ~~assemble for delivery~~ to YAus, ~~Global~~if ,at all, ofor ~~the~~that ~~property~~other ~~pledged~~funding tosources ~~YA Global~~will ~~as a first priority security interest under our Transaction Documents, which includes all of~~be ~~our~~available ~~assets.~~to Inpursue ~~connection with the exercise of its remedies, YA Global may take possession of all~~ or ~~some~~consummate ofa ~~our~~business ~~assets~~combination.

SIGNATURES

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

Date: February 6, 2009	ADVANCED VIRAL RESEARCH CORP. (Registrant)
Date: March 25, 2009	ADVANCED VIRAL RESEARCH CORP. (Registrant)
	By:	/s/ Stephen M. Elliston
		Stephen M. Elliston
		President and Chief Executive Officer

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