UNITED STATES
SECURITIES AND EXCHANGE COMMISSION +-------------+
WASHINGTON D.C. 20549 | OMB Number |
| 3235-0058 |
FORM 12b-25 | expires |
NOTIFICATION OF LATE FILING | 01/31/2005 |
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| SEC File |
| #000-27227 |
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|CUSIP #01849R|
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(Check One)
[X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ]Form 10-QSB
[ ] Form N-SAR
For Period Ended: December 31, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
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|Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
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| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Allergy Research Group, Inc.
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Full Name of Registrant:
Scottsdale Scientific, Inc.
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Former Name if Applicable
2300 North Loop Road
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Address of Principal Executive Office (Street and Number)
Alameda, California 94502
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City, State, Zip Code
PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
XX filed on or before the fifteenth calendar day following the prescribed
- -- due date; or the subject quarterly report of transition report on Form
10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.
The Registrant is unable to file the subject report in a timely manner because
the Registrant was not able to obtain board approval of its financial statements
without unreasonable effort or expense due to a medical condition and
hospitalization of its independent director.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Fred Salomon (510) 263-2000
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(Name) (Area Code) (Telephone No.)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [X]Yes [ ]No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X]Yes [ ]No
Earnings per share is anticipated to decrease to $0.08 per share for the year
ended December 31, 2005, down $0.01 from the same period in 2004. Earnings
before income taxes are expected to decrease by approximately 16% predominately
because of a decrease in gross profit margins and an increase in non-recurring
expenses. Net income is expected to decrease by approximately 6% for the reasons
previously stated offset by a decrease in the provision for income taxes.
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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Allergy Research Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2006 By: /s/ Dr. Stephen A. Levine
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INSTRUCTION; The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. if the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.