-----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, KhppnleqzsUoRdYqnKGDPThg86YC1wqr2GhqvVoOxp6qHm0r5yRWpNaPCXzWEYSH 3Hgi9L9XMuexeEpwfhbZdw== 0000926274-07-000068.txt : 20070828 0000926274-07-000068.hdr.sgml : 20070828 20070828143134 ACCESSION NUMBER: 0000926274-07-000068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070828 DATE AS OF CHANGE: 20070828 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLERGY RESEARCH GROUP INC CENTRAL INDEX KEY: 0001044119 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 133940486 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78314 FILM NUMBER: 071083433 BUSINESS ADDRESS: STREET 1: 2300 NORTH LOOP ROAD, #300 CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: 510-263-2000 MAIL ADDRESS: STREET 1: 2300 NORTH LOOP ROAD, #300 CITY: ALAMEDA STATE: CA ZIP: 94502 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTSDALE SCIENTIFIC INC DATE OF NAME CHANGE: 19990423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRONSON STEVEN N CENTRAL INDEX KEY: 0001000383 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 SOUTH BISCAYNE BLVD STREET 2: STE 2950 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305368501 SC 13D/A 1 snb-arg13da2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)(1) Allergy Research Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 01849R - -------------------------------------------------------------------------------- (CUSIP Number) Steven N. Bronson c/o Catalyst Financial LLC 100 Mill Plain Road Danbury, Connecticut 06811 (203) 791-8944 with a copy to: James A. Prestiano, Esq. 631 Commack Road, Suite 2A Commack, New York 11725 (631) 499-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 23, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) - ------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. (1) 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 disclosures provided in a prior cover page. The information required on 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). (Continued on following pages) CUSIP No. 01849R SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven N. Bronson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 683,733 -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 683,733 -------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 683,733 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 01849R SCHEDULE 13D Item 1. Security and Issuer. Except as expressly restated and amended below, the Schedule 13D and amendments thereto, as filed on behalf of Steven N. Bronson with respect to the shares of common stock $.001 par value ("Common Stock") of Allergy Research Group, Inc. (the "Issuer") remain in full force and effect. The Issuer's principal executive office is located at 2300 North Loop Road, Alameda, California 94502 and the Issuer's most recent periodic report filed under the Act, indicated that as of that as of August 7, 2007 the Issues had 14,463,805 shares of Common Stock issued and outstanding. Item 2. Identity and Background. (a) This Amendment No. 2 to Schedule 13D is filed on behalf of Steven N. Bronson. (b) Mr. Bronson's business address is 100 Mill Plain Road Danbury, Connecticut 06811. (c) Mr. Bronson is the president of Catalyst Financial LLC ("Catalyst"), a broker-dealer registered under the Securities Exchange Act of 1934. The principal place of business of Catalyst is 100 Mill Plain Road Danbury, Connecticut 06811. (d) Mr. Bronson has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Bronson has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor has Mr. Bronson been nor is he now subject to a judgment, decree, or final order enjoining further violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Bronson is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On August 23, 2007, Mr. Bronson sold 60,000 shares of the Issuer's Common Stock at a price of $0.93 per share. Item 4. Purpose of Transaction. Mr. Bronson acquired and holds his shares of Common Stock of the Issuer for investment purposes. Mr. Bronson may, (i) increase or decrease his beneficial ownership of Common Stock or other securities of the Issuer, (ii) sell all or part of his shares of Common Stock in open market or privately negotiated sales or otherwise, or (iii) make further purchases of shares of Common Stock or other securities of the Issuer through open market or privately negotiated transactions or otherwise. Mr. Bronson has not reached any decision with respect to any such possible actions. Other than as described above, Mr. Bronson does not have any plans or proposals which relate or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors of the Issuer; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, by-laws, or instruments corresponding thereto or any actions which may impede the acquisition or control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of 683,733 shares of the Issuer's Common Stock, representing approximately 4.6% of the total shares of Common Stock issued and outstanding. (c) The following open market transactions were effected by Mr. Bronson during the past sixty (60) days or since the filing of his last Schedule 13D: None (d) Other than Mr. Bronson's spouse, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities of the Issuer. (e) On August 23, 2007, Mr. Bronson ceased to be a beneficial owner of more than 5% of the Issuer Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: August 27, 2007 /s/ Steven N. Bronson --------------------------------- STEVEN N. BRONSON Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. Section l001). -----END PRIVACY-ENHANCED MESSAGE-----