-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VILlqqXXK25Ln4DHV+ExSQIzP8gUSOd86poYRKBR/DFPxxu9wGOAEnBKY7dcr4Qm BJeXJ4zwwBBV1XG5VHU9Yw== 0000910643-01-000068.txt : 20010402 0000910643-01-000068.hdr.sgml : 20010402 ACCESSION NUMBER: 0000910643-01-000068 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010330 GROUP MEMBERS: GENESEE INTERNATIONAL INC GROUP MEMBERS: GENESEE INTERNATIONAL, INC.; DONALD R. MORKEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-35386 FILM NUMBER: 1587240 BUSINESS ADDRESS: STREET 1: 8229 BOONE BLVD . STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7035069460 MAIL ADDRESS: STREET 1: 8229 BOONE BLVD. STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE INTERNATIONAL INC CENTRAL INDEX KEY: 0001057815 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223037722 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CITCO BUILDING WICKHAMS CAY STREET 2: P O BOX 662 ROAD TOWN TORTOLA CITY: BRITISH VIRGIN ISLAN BUSINESS PHONE: 2844942217 MAIL ADDRESS: STREET 1: CITCO BUILDING WICKHAMS CAY STREET 2: P O BOX 662 RD TOWN TORTOLA CITY: BRITISH VIRGIN ISLAN SC 13G 1 0001.htm EDGARDOC\MISC\CEL-SCI13G2.TXT Schedule 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

Cel-Sci Corporation

(Name of Issuer)

Common Stock $.01 par value per share

(Title of Class of Securities)

150837 40 9

(CUSIP Number)

March 21, 2001

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 10

_____________________________________________________________________________
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

     Advantage Fund II Ltd.
_____________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                                                          (b) [ ] (See Item 6)
_____________________________________________________________________________
3    SEC USE ONLY
_____________________________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     British Virgin Islands
_____________________________________________________________________________

NUMBER OF      5    SOLE VOTING POWER

SHARES              -0-
               ______________________________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            2,055,764 shares of Common Stock
               ______________________________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           -0-
               ______________________________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                2,055,764 shares of Common Stock
_____________________________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,055,764 shares of Common Stock
_____________________________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                   [ ]                                                                                                                          [ ]
_____________________________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     9.998%
_____________________________________________________________________________
12   TYPE OF REPORTING PERSON*

     CO
_____________________________________________________________________________

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 2 of 10

_____________________________________________________________________________
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

     Genesee International, Inc.
_____________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                                                          (b) [ ] (See Item 6)
_____________________________________________________________________________
3    SEC USE ONLY
_____________________________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
_____________________________________________________________________________

NUMBER OF      5    SOLE VOTING POWER

SHARES              -0-
               ______________________________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            2,055,764 shares of Common Stock
               ______________________________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           -0-
               ______________________________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                2,055,764 shares of Common Stock
_____________________________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,055,764 shares of Common Stock
_____________________________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                   [ ]                                                                                                                          [ ]
_____________________________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     9.998%
_____________________________________________________________________________
12   TYPE OF REPORTING PERSON*

     CO
_____________________________________________________________________________

Page 3 of 10

_____________________________________________________________________________
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

     Donald R. Morken
_____________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                                                          (b) [ ] (See Item 6)
_____________________________________________________________________________
3    SEC USE ONLY
_____________________________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America
_____________________________________________________________________________

NUMBER OF      5    SOLE VOTING POWER

SHARES              -0-
               ______________________________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            2,055,764 shares of Common Stock
               ______________________________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           -0-
               ______________________________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                2,055,764 shares of Common Stock
_____________________________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,055,764 shares of Common Stock
_____________________________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                   [ ]                                                                                                                          [ ]
_____________________________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     9.998%
_____________________________________________________________________________
12   TYPE OF REPORTING PERSON*

     IN
_____________________________________________________________________________

Page 4 of 10

Item 1(a) Name of Issuer:
Cel-Sci Corporation (the "Corporation").

Item 1(b). Address of Issuer's Principal Executive Offices:
8229 Boone Boulevard, Suite 802, Vienna, Virginia 22182.

Item 2(a). Name of Person Filing:
                  Advantage Fund II Ltd. ("Advantage")
                  Genesee International, Inc. ("Genesee")
                  Donald R. Morken ("Morken")
                  (collectively, the "Reporting Person")

Item 2(b). Address of Principal Business Office or, if None, Residence:
                  Advantage - C/O CITCO, Kaya Flamboyan 9, Curacao, Netherlands Antilles.
                  Genesee - CITCO Building, Wickhams Cay, P.O.Box 662, Road Town, Tortola, British Virgin Islands.
                  Morken - 10500 N.E. 8th Street, Suite 1920, Bellevue, Washington 98004-4332.

Item 2(c). Citizenship:
                  Advantage - British Virgin Islands
                  Genesee - Delaware
                  Morken - United States of America

Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share of the Company (the "Common Stock").

Item 2(e). CUSIP Number:
150837 40 9

Item 3. If This Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

     (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
     (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
     (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
     (d) [ ] Investment company registered under Section 8 of the Investment Company Act;
     (e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E);
     (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d- 1(b)(1)(ii)(F);
     (g) [ ] A parent holding company or control person in accordance with Rule 13d- 1(b)(1)(ii)(G);
     (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     (i) [ ] A church plan that is excluded from the definition of an investment company under Section
               3(c)(14) of the Investment Company Act;
     (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]

Item 4. Ownership by Reporting Person.

Provide the following information regarding the aggregate number and percentages
of securities of the issuer identified in Item 1.

Page 5 of 10

(a) Amount beneficially owned:

2,055,764 shares of Common Stock*

               (b) Percent of class:

                    9.998% (based on 20,559,700 shares of Common Stock outstanding as of
                            February 1, 2001 as reported in the Company's Proxy Statement
                            filed by the Company on March 6, 2001).

(i) Sole power to vote or direct the vote:

-0-

(ii) Shared power to vote or direct the vote:

2,055,764 shares of Common Stock*

(iii) Sole power to dispose or to direct the disposition of:

-0-

(iv) Shared power to dispose of or direct the disposition of:

2,055,764 shares of Common Stock*

Item 5. Ownership of Five Percent or Less of a Class:

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

              Pursuant to an investment management agreement between Genesee and Advantage, Genesee has the
              power to sell or vote on behalf of Advantage, some or all of the shares of Common Stock to which
              this report relates. As such, under Rule 13d-3(a), Genesee may be deemed to be the beneficial
              owner of such shares.

              Morken is the Prsident of Genesee and has the power to sell or vote on behalf of Genesee and Advantage,
              some or all of the shares of Common Stock to which this report relates. As such, under Rule 13d-3(a),
              Morken may be deemed to be the beneficial owner of such shares.

____________________
*Does not include certain shares of Common Stock issuable to the Reporting Person upon the exercise of certain warrants issued to the Reporting Person by the Company. The holder of such securities is prohibited from using them to acquire shares of Common Stock to the extent that such acquisition would result in such holder, together with any affiliate thereof, benefically owning in excess of 9.999% of the outstanding shares of Common Stock following such acquisition. This restriction may be waived by the holder of such securities on not less than 61 days' notice to the Company.

Page 6 of 10

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on the Parent Holding Company.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of a Group.

Not Applicable

Item 10. Certification.
               By signing below, the undersigned certify that, to the best of its knowledge and belief,
               the securities referred to above were not acquired and are not held for the purpose of
               or with the effect of changing or influencing the control of the issuer of the securities
               and were not acquired and are not held in connection with or as a participant in any transaction
               having such purpose or effect.

Page 7 of 10

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of March 30, 2001, by and among Advantage, Genesee and Morken.

Page 8 of 10

Exhibit I

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership of the undersigned of the Common Shares, $.01 par value per share, of Cel-Sci Corporation, a Colorado corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d- 1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated as of March 30, 2001.

ADVANTAGE FUND II LTD.

By: GENESEE INTERNATIONAL, INC.
As General Manager

                                                                          /s/ Donald R. Morken
                                                                          By: Donald R. Morken
                                                                          Title: President

GENESEE INTERNATIONAL, INC.

DONALD R. MORKEN

/s/ Donald R. Morken

Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ADVANTAGE FUND II LTD.

By: GENESEE INTERNATIONAL, INC.
As General Manager

GENESEE INTERNATIONAL, INC.

DONALD R. MORKEN

By:/s/ Donald R. Morken

Page 10 of 10

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SCHEDULE 13G(Rule 13d-102)

SCHEDULE 13G
(Rule 13d-102)