UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                             ACL SEMICONDUCTORS INC.
             (Exact name of Registrant as specified in its charter)

                 DELAWARE                                   16-1642709
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

                             B24-B27, 1/F., BLOCK B
                  PROFICIENT INDUSTRIAL CENTER, 6 WANG KUN ROAD
                               KOWLOON, HONG KONG
                                 (852) 2799-1996
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                        2006 INCENTIVE EQUITY STOCK PLAN
                            (Full Title of the Plan)

                           Incorporating Services Ltd.
                               3500 S. DuPont Hwy.
                                  P.O. Box 899
                                 Dover, DE 19901
                                 (302) 531-0855
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                           Robert Stephen Brown, Esq.
                         Reitler Brown & Rosenblatt LLC
                          800 Third Avenue, 21st Floor
                            New York, New York 10022
                                 (212) 209-3050
                               (212) 371-5500 Fax

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                     PROPOSED      PROPOSED
                                                      MAXIMUM       MAXIMUM
                                        AMOUNT       OFFERING      AGGREGATE       AMOUNT OF
          TITLE OF SECURITIES           TO BE        PRICE PER      OFFERING      REGISTRATION
           TO BE REGISTERED           REGISTERED       SHARE         PRICE            FEE
-----------------------------------------------------------------------------------------------
<S>                                   <C>            <C>           <C>            <C>
Common Stock, par value $.001 per     5,000,000      $0.20 (1)     $1,000,000     $107.00 (1)
share
-----------------------------------------------------------------------------------------------
</TABLE>

(1)  The proposed maximum offering price per share has been estimated/determined
     pursuant to Rule  457(h),  and is based on the  closing  sales price of the
     Company's  Common Stock on the Over the Counter Bulletin Board on April 19,
     2006.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents  containing the information  specified in this Item 1 will be sent
or given free of charge to  employees,  directors or  consultants  who have been
awarded options under the ACL  Semiconductors  Inc. 2006 Incentive  Equity Stock
Plan (the "2006  PLAN"),  and are not being  filed with,  or  included  in, this
Registration  Statement  on  Form  S-8  (this  "REGISTRATION   STATEMENT"),   in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "COMMISSION").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents  containing the information  specified in this Item 2 will be sent
or given free of charge to  employees,  directors or  consultants  who have been
awarded options under the Plan or upon written or oral request and are not being
filed with, or included in, this Registration  Statement, in accordance with the
rules and  regulations of the  Commission.  Such requests for information may be
made to Mr.  Chung-Lun Yang at B24-B27,  1/F.,  Block B,  Proficient  Industrial
Center, 6 Wang Kun Road, Kowloon, Hong Kong; telephone number (852) 2799-1996.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which heretofore have been filed with the Commission by
ACL Semiconductors Inc., a Delaware corporation (the "COMPANY" or "REGISTRANT"),
are incorporated by reference in this Registration Statement:

(a)  the  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2005;

(b)  the  Registrant's  Current  Report  on Form 8-K  filed on  January  6, 2006
     related to Items 1.01, 2.01 and 9.01;

(c)  the Registrant's Current Report on Form 8-K filed on April 13, 2006 related
     to Items 1.01 and 9.01;

(d)  the description of the Company's  Common Stock,  par value $0.001 per share
     (the "Common  Stock"),  which is contained  in the  Company's  Registration
     Statement filed under the Securities Act of 1933, as amended, on Form 10-SB
     filed on December 30, 2002,  including  any  amendment or report filed with
     the  Commission  for the purpose of  updating  such  description  of Common
     Stock.

All documents filed by the Registrant  with the Commission  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
subsequent  to the date  hereof  and  prior to the  filing  of a  post-effective
amendment,  which indicates that all securities  offered have been sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation,  as amended, provides that the
personal liability of all of its directors of the Company shall be eliminated to
the fullest  extent  permitted  by the General  Corporation  Law of the State of
Delaware ("DGCL").

         In addition,  the Company's Articles of Incorporation,  as amended, and
its Bylaws,  as amended,  provide that the Company shall  indemnify its officers
and  directors,  and any  employee  who serves as an officer or  director of any
corporation at the Company's request,  to the fullest extent permitted under and
in accordance with the DGCL.  Under the DGCL,  directors and officers as well as
employees  and  individuals  may  be  indemnified  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation as a derivative  action) if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit

 4.1     2006 Incentive Equity Stock Plan

 5.1     Opinion of Reitler Brown & Rosenblatt, LLC

23.1     Consent  of  Stonefield  Josephson,   Inc.,   independent  auditors  of
         Registrant

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

         (1)  To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)   to include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

              (ii)  to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

              (iii) to include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement.

<PAGE>

         (2)    That,  for the purpose of  determining  any liability  under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new  registration  statement  relating  to the
                securities offered therein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

         (3)    To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the Registrant in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Hong Kong, China, on April 25, 2006.


                                    ACL SEMICONDUCTORS INC


                                    By: /s/ Chung-Lun Yang
                                        ----------------------------------------
                                        Chung-Lun Yang, Chief Executive Officer


                                    By: /s/ Kenneth Lap-Yin Chan
                                        ----------------------------------------
                                        Kenneth Lap-Yin Chan, Chief Financial
                                        Officer and Principal Accounting Officer

<PAGE>

                                 SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The undersigned directors of ACL Semiconductors Inc. by their execution
of this signature page hereby  constitute and appoint  Chung-Lun Yang with power
to act one without the other, as our true and lawful  attorney-in-fact and agent
with full power of substitution and resubstitution,  for us and in our stead, in
any and all capacities to sign any and all amendments (including  post-effective
amendments) to this Registration  Statement and all documents  relating thereto,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  necessary  or  advisable  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her substitutes,  may lawfully do or cause to be done by virtue
hereof.

SIGNATURES                     TITLE                                 DATE
----------                     -----                                 ----

/s/ Chung-Lun Yang
------------------------       Chief Executive Officer            April 25, 2006
Chung-Lun Yang                 and Director


/s/ Kenneth Lap-Yin Chan
------------------------       Chief Financial Officer and        April 25, 2006
Kenneth Lap-Yin Chan           Principal Accounting Officer


/s/ Ben Wong
------------------------       Director                           April 25, 2006
Ben Wong
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                             ACL SEMICONDUCTORS INC.
             (Exact name of Registrant as specified in its charter)

                 DELAWARE                                   16-1642709
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

                             B24-B27, 1/F., BLOCK B
                  PROFICIENT INDUSTRIAL CENTER, 6 WANG KUN ROAD
                               KOWLOON, HONG KONG
                                 (852) 2799-1996
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                        2006 INCENTIVE EQUITY STOCK PLAN
                            (Full Title of the Plan)

                           Incorporating Services Ltd.
                               3500 S. DuPont Hwy.
                                  P.O. Box 899
                                 Dover, DE 19901
                                 (302) 531-0855
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                           Robert Stephen Brown, Esq.
                         Reitler Brown & Rosenblatt LLC
                          800 Third Avenue, 21st Floor
                            New York, New York 10022
                                 (212) 209-3050
                               (212) 371-5500 Fax

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                                     PROPOSED      PROPOSED
                                                      MAXIMUM       MAXIMUM
                                        AMOUNT       OFFERING      AGGREGATE       AMOUNT OF
          TITLE OF SECURITIES           TO BE        PRICE PER      OFFERING      REGISTRATION
           TO BE REGISTERED           REGISTERED       SHARE         PRICE            FEE
-----------------------------------------------------------------------------------------------
Common Stock, par value $.001 per     5,000,000      $0.20 (1)     $1,000,000     $107.00 (1)
share
-----------------------------------------------------------------------------------------------
(1)  The proposed maximum offering price per share has been estimated/determined
     pursuant to Rule  457(h),  and is based on the  closing  sales price of the
     Company's  Common Stock on the Over the Counter Bulletin Board on April 19,
     2006.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents  containing the information  specified in this Item 1 will be sent
or given free of charge to  employees,  directors or  consultants  who have been
awarded options under the ACL  Semiconductors  Inc. 2006 Incentive  Equity Stock
Plan (the "2006  PLAN"),  and are not being  filed with,  or  included  in, this
Registration  Statement  on  Form  S-8  (this  "REGISTRATION   STATEMENT"),   in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "COMMISSION").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents  containing the information  specified in this Item 2 will be sent
or given free of charge to  employees,  directors or  consultants  who have been
awarded options under the Plan or upon written or oral request and are not being
filed with, or included in, this Registration  Statement, in accordance with the
rules and  regulations of the  Commission.  Such requests for information may be
made to Mr.  Chung-Lun Yang at B24-B27,  1/F.,  Block B,  Proficient  Industrial
Center, 6 Wang Kun Road, Kowloon, Hong Kong; telephone number (852) 2799-1996.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which heretofore have been filed with the Commission by
ACL Semiconductors Inc., a Delaware corporation (the "COMPANY" or "REGISTRANT"),
are incorporated by reference in this Registration Statement:

(a)  the  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2005;

(b)  the  Registrant's  Current  Report  on Form 8-K  filed on  January  6, 2006
     related to Items 1.01, 2.01 and 9.01;

(c)  the Registrant's Current Report on Form 8-K filed on April 13, 2006 related
     to Items 1.01 and 9.01;

(d)  the description of the Company's  Common Stock,  par value $0.001 per share
     (the "Common  Stock"),  which is contained  in the  Company's  Registration
     Statement filed under the Securities Act of 1933, as amended, on Form 10-SB
     filed on December 30, 2002,  including  any  amendment or report filed with
     the  Commission  for the purpose of  updating  such  description  of Common
     Stock.

All documents filed by the Registrant  with the Commission  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
subsequent  to the date  hereof  and  prior to the  filing  of a  post-effective
amendment,  which indicates that all securities  offered have been sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation,  as amended, provides that the
personal liability of all of its directors of the Company shall be eliminated to
the fullest  extent  permitted  by the General  Corporation  Law of the State of
Delaware ("DGCL").

         In addition,  the Company's Articles of Incorporation,  as amended, and
its Bylaws,  as amended,  provide that the Company shall  indemnify its officers
and  directors,  and any  employee  who serves as an officer or  director of any
corporation at the Company's request,  to the fullest extent permitted under and
in accordance with the DGCL.  Under the DGCL,  directors and officers as well as
employees  and  individuals  may  be  indemnified  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation as a derivative  action) if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit

 4.1     2006 Incentive Equity Stock Plan

 5.1     Opinion of Reitler Brown & Rosenblatt, LLC

23.1     Consent  of  Stonefield  Josephson,   Inc.,   independent  auditors  of
         Registrant

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

         (1)  To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)   to include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

              (ii)  to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

              (iii) to include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement.
(2)    That,  for the purpose of  determining  any liability  under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new  registration  statement  relating  to the
                securities offered therein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

         (3)    To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the Registrant in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Hong Kong, China, on April 25, 2006.

                                    ACL SEMICONDUCTORS INC

                                    By: /s/ Chung-Lun Yang
                                        ----------------------------------------
                                        Chung-Lun Yang, Chief Executive Officer

                                    By: /s/ Kenneth Lap-Yin Chan
                                        ----------------------------------------
                                        Kenneth Lap-Yin Chan, Chief Financial
                                        Officer and Principal Accounting Officer
SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The undersigned directors of ACL Semiconductors Inc. by their execution
of this signature page hereby  constitute and appoint  Chung-Lun Yang with power
to act one without the other, as our true and lawful  attorney-in-fact and agent
with full power of substitution and resubstitution,  for us and in our stead, in
any and all capacities to sign any and all amendments (including  post-effective
amendments) to this Registration  Statement and all documents  relating thereto,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  necessary  or  advisable  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her substitutes,  may lawfully do or cause to be done by virtue
hereof.

SIGNATURES                     TITLE                                 DATE
----------                     -----                                 ----

/s/ Chung-Lun Yang
------------------------       Chief Executive Officer            April 25, 2006
Chung-Lun Yang                 and Director

/s/ Kenneth Lap-Yin Chan
------------------------       Chief Financial Officer and        April 25, 2006
Kenneth Lap-Yin Chan           Principal Accounting Officer

/s/ Ben Wong
------------------------       Director                           April 25, 2006
Ben Wong