AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2006
REGISTRATION NO. 333-100487
SECURITIES AND EXCHANGE COMMISSION
FORM S-8/A
Post-Effective Amendment No. 1 to Form S-8
Registration Statement Under The Securities Act of 1933
ALLERGY RESEARCH GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 13-3940486
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(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2300 NORTH LOOP ROAD, ALAMEDA, CA 94502
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(Address of Principal Executive Offices) (Zip Code)
PLAN NAMES:
1998 INCENTIVE STOCK PLAN 1
MANFRED SALOMON WITH COPIES TO:
PRESIDENT GRETCHEN COWEN, ESQ.
ALLERGY RESEARCH GROUP, INC. LAW OFFICES OF GRETCHEN COWEN, APC
2300 NORTH LOOP ROAD 1903 WRIGHT PLACE, SUITE 250
ALAMEDA, CALIFORNIA 94502 CARLSBAD, CALIFORNIA 92008
(800) 545-9960 (760) 931-0903
(Name, Address and Telephone Number, including area code of Agent for Service)
1
EXPLANATORY STATEMENT
This post-effective amendment is filed for the purpose of filing the
written consent of Registrant's independent auditor to incorporation of
Registrant's audited financial statements for the period ended December 31,
2004, which was inadvertently left out of its Form 10-KSB filing on March 31,
2005, into the Registration Statement filed on Form S-8 on October 10, 2002. The
year-end financial statements, including the auditor's report, have been filed
by Registrant in conjunction with the filing of its Annual Report on Form 10-KSB
on March 31, 2005, which is incorporated into the Form S-8 Registration
Statement pursuant to General Instruction G(2) to that form.
Item 8. Exhibits
No. Exhibit
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23.1 Consent of Clancy and Co., P.L.L.C.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, in the City of Alameda,
State of California, on April 12, 2006.
Allergy Research Group, Inc.
By: /s/ Stephen A. Levine
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Stephen A. Levine, Ph.D
Chairman of the Board of Directors and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Stephen A. Levine Chairman of Board of April 12, 2006
- ----------------------- Directors and Chief
Stephen A. Levine, Ph.D. Executive Officer
/s/ Susan D. Levine Secretary, Vice-President April 12, 2006
- ----------------------- and Director
Susan D. Levine
/s/ Ed Kane Director April 12, 2006
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Ed Kane
EXHIBIT INDEX
Exh. Description
- ---- -----------
23.1 Consent of Clancy and Co., P.L.L.C.
3