TG Therapeutics, Inc. – ‘POS462B’ on 8/5/02

On:  Monday, 8/5/02, at 3:27pm ET   ·   Effective:  8/5/02   ·   Accession #:  922423-2-860   ·   File #:  333-82010

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Post-Effective Amendment   —   Rule 462(b)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS462B     Post-Effective Amendment                               5     18K 
 2: EX-5        Exhibit 5.1 Opinion                                    2±     9K 
 3: EX-23       Exhibit 23.1 Consent                                   1      6K 

POS462B   —   Post-Effective Amendment

POS462B
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          As filed with the Securities and Exchange Commission on August 5, 2002

                                                      Registration No. 333-82010

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
----------------

POST-EFFECTIVE AMENDMENT NO. 1
TO
 FORM SB-2
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

----------------

ATLANTIC TECHNOLOGY VENTURES, INC.
(Exact name of registrant as specified in its charter)

 Delaware                      8731                   36-3898269
 (State or other           (Primary Standard          (I.R.S. Employer
   jurisdiction of               Industrial            Identification No.)
incorporation or          Classification Code                         
organization)                 Number)                             

350 Fifth Avenue
Suite 5507
New York, New York 10118
(212) 267-2503
 (Address, including zip code, and telephone number,
 including area code, of registrant's principal executive offices)

----------------

 FREDERIC P. ZOTOS, ESQ.
350 Fifth Avenue
Suite 5507
New York, New York 10118
(212) 267-2503
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 -----------------

COPY TO:

 EZRA G. LEVIN, ESQ.
 Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100

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    Approximate date of commencement of proposed sale to the public: At such
time or times as may be determined by the selling shareholders after this       
registration statement becomes effective.                                       

  If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the           
following box. [ ]                                                              

    If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, as amended (the "Securities Act"), check the following box. [ ]        

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [x] 333-82010           

If this form is a post-effective amendment filed pursuant to Rule   
462(c) under the Securities Act, check the following box and list the           
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. [ ] _______                       

If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ] 

 CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                    Proposed
     Number of     Proposed        Maximum
                       Shares        Maximum        Aggregate      Amount of
  Title of Shares        to be      Offering Price    Offering      Registration
to be Registered     Registered    Per Share(1)     Price(1)        Fee Due 
--------------------------------------------------------------------------------

Common stock, par       833,331         $0.14        $116,666.34       $27.88   
value $.001 per                                                                 
share (2)                                                                       
--------------------------------------------------------------------------------

(1)   Estimated solely for the purposes of calculating the registration fee     
     pursuant to Rule 457(c) under the Securities Act, based on the average of
   the high and low sales prices for Atlantic common stock reported on the
NASD Over-the-Counter Bulletin Board on July 31, 2002.              

(2)   Represent shares of Atlantic common stock that Atlantic agreed to issue to
   Joseph Stevens & Company, Inc., the placement agent under the placement
     agent agreement dated as of November 6, 2001, between Atlantic and Joseph
   Stevens, for services rendered relating to the private placement of our
stock.                                                              

    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act or until this Registration Statement shall become effective  
on such date as the Commission, acting pursuant to said Section 8(a), may       
determine.                                                                      

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EXPLANATORY NOTE

  This Registration Statement is being filed under Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional 833,331 shares of 
common stock, par value $.001, of Atlantic Technology Ventures, Inc. These are  
shares Atlantic agreed to issue to Joseph Stevens & Company, Inc., the placement
agent under the placement agent agreement dated as of November 6, 2001, between 
Atlantic and Joseph Stevens, for services rendered relating to the private      
placement of shares of our common stock.                                        

     The contents of the Registration Statement on Form SB-2 (Registration No.
333-82010) filed by Atlantic with the SEC on February 14, 2002, including the   
exhibits thereto, which was declared effective by the Commission on February 14,
2002, are incorporated herein by reference.                                     

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant  
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing this Post-Effective Amendment No. 1 on Form SB-2 and has
duly caused this amendment to the registration statement to be signed on its    
behalf by the undersigned, thereunto duly authorized, in the City of New York,  
State of New York, on July 26, 2002.                                            

                          ATLANTIC TECHNOLOGY VENTURES, INC.

                 By: /s/ Frederic P. Zotos
                                ----------------------------------
                Name:  Frederic P. Zotos
                            Title: President and Chief Executive
             Officer

                       By:   /s/ Nicholas J. Rossettos
                                ----------------------------------
                    Name:  Nicholas J. Rossettos
                       Title: Treasurer, Secretary and
                             Chief Financial Officer

 Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the 
dates indicated.                                                                

Signature                    Title                                 Date         
---------                    -----                                 ----         

/s/ Frederic P. Zotos        President and Chief                   July 26, 2002
-----------------------      Executive Officer                                  
Frederic P. Zotos                                                               

/s/ Nicholas J. Rossettos    Treasurer, Secretary and              July 26, 2002
-----------------------      Chief Financial Officer                            
Nicholas J. Rossettos                                                           

*                            Director                              July 26, 2002
-----------------------                                                         
Steve H. Kanzer                                                                 

*                            Director                              July 26, 2002
-----------------------                                                         
Peter O. Kliem                                                                  

*                            Director                              July 26, 2002
-----------------------                                                         
A. Joseph Rudick                                                                

*                            Director                              July 26, 2002
-----------------------                                                         
David Tanen                                                                     

* By:  /s/ Frederic P. Zotos                                                    
------------------------                                              
Frederic P. Zotos                                                     
Attorney in Fact                                                      

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 Exhibit Index

Exhibit No.   Description                                                       
-----------   ------------                                                      

5.1           Opinion of Kramer Levin Naftalis & Frankel LLP.                   

23.1          Consent of KPMG LLP.                                              

23.2          Consent of Kramer Levin Naftalis & Frankel LLP (contained in the  
opinion filed as Exhibit 5.1 hereto).               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS462B’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		8/5/02		1
		7/31/02		2
		7/26/02		4
		2/14/02		3					5,  SB-2/A
		11/6/01		2		3
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