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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On May 17, 2010, Marcel Urbanc resigned as Chief Financial Officer of AlphaRx Inc. (“AlphaRx” or the “Company”). As disclosed in the Company’s Press Release dated April 29, 2010. Mr. Urbanc will serve as Chief Financial Officer of Pacific Orient Capital Inc.

(c) Effective May 17, 2010, the Board of Directors of the Company appointed Michael Lee to the additional position of Chief Financial Officer of the Company. Mr. Lee, age 47, is President and Chief Executive Officer (since inception) of the Company.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.