-----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, R1g9q6Ie94TPYuc/ldY6MjXQ8hQUZbSzsPH2AtrYEU22W/uTHmGfH/ZeJBb5egyR CZ7LXHaAT+iKeYqVwAtUUA== 0001144204-05-025818.txt : 20050816 0001144204-05-025818.hdr.sgml : 20050816 20050816125803 ACCESSION NUMBER: 0001144204-05-025818 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050816 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alliance Distributors Holding Inc. CENTRAL INDEX KEY: 0001115463 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 330851302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32319 FILM NUMBER: 051029941 BUSINESS ADDRESS: STREET 1: 15-15 132ND STREET CITY: COLLEGE POINT STATE: NY ZIP: 11356 BUSINESS PHONE: 718-747-1500 MAIL ADDRESS: STREET 1: 15-15 132ND STREET CITY: COLLEGE POINT STATE: NY ZIP: 11356 FORMER COMPANY: FORMER CONFORMED NAME: ESSENTIAL REALITY INC DATE OF NAME CHANGE: 20020703 FORMER COMPANY: FORMER CONFORMED NAME: JPAL INC DATE OF NAME CHANGE: 20000807 8-K 1 v024171_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - -------------------------------------------------------------------------------- FORM 8-K - -------------------------------------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 16, 2005 - -------------------------------------------------------------------------------- Alliance Distributors Holding Inc. (Exact Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- Delaware (State or Other Jurisdiction of Incorporation) 000-32319 33-0851302 (Commission File Number) (IRS Employer Identification No.) 15-15 132nd Street, College Point, New York 11356 (Address of Principal Executive Offices) (Zip Code) (718) 747-1500 (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition On August 16, 2005, Alliance Distributors Holding Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2005. A copy of the press release is furnished as Exhibit 99.1 to this report. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits (A) EXHIBITS - -------------------------------------------------------------------------------- Exhibit No. Description - -------------------------------------------------------------------------------- 99.1 Press release dated August 16, 2005 - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALLIANCE DISTRIBUTORS HOLDING INC. ----------------------------------------- (Registrant) Date: August 16, 2005 /s/ Jay Gelman ----------------------------------------- Jay Gelman Chairman of the Board INDEX TO EXHIBITS - -------------------------------------------------------------------------------- Exhibit No. Description - -------------------------------------------------------------------------------- 99.1 Press release dated August 16, 2005 - -------------------------------------------------------------------------------- EX-99.1 2 v024171_ex99-1.txt Exhibit No. 99.1 ALLIANCE DISTRIBUTORS HOLDING INC. REPORTS RESULTS FOR PERIOD ENDED JUNE 30, 2005 For Immediate Release College Point, New York - August 16, 2005 - Alliance Distributors Holding Inc. (OTC Bulletin Board: ADTR), a distributor of interactive video games and gaming products, announced its results for the second quarter of 2005. Revenues for the quarter increased by $6,248,426, or 104.6%, from $5,976,377 for the second quarter of 2004 to $12,224,803 for the second quarter of 2005. Net loss was $335,803 or $0.01 per share, compared to net loss of $56,611, or $0.00 per share, in the 2004 period. For the six months ended June 30, 2005, revenues increased by $9,837,620, or 74.1%, from $13,276,018 for the first half of 2004 to $23,113,638 for the first half of 2005. Net loss was $465,481 or $0.01 per share, compared to net income of $82,525, or $0.00 per share, in the 2004 period. Jay Gelman, Chairman and CEO, said, "Our strategy in the first half of 2005 was to grow our customer base and to increase the business we do with our existing customers, especially in the second quarter which is historically the weakest quarter in our industry. Although our gross margin decreased as we executed this strategy, the relationships we established and strengthened will benefit the Company in the future. Our operating expenses remained rather constant when compared to the first quarter of 2005. Although we seek to control these costs, we need to have the infrastructure to service the revenue growth that we expect in the fourth quarter and afterwards." For additional information see the Company's SEC Report on Form 10QSB for the period ended June 30, 2005. About Alliance Distributors Holding Inc. Alliance Distributors Holding Inc. (www.alliancedistributors.com), which does business as Alliance Distributors, is a full service wholesale distributor of interactive video games and gaming products for all key manufacturers and 3rd party publishers in the video game industry. Alliance Distributors offers comprehensive support on Playstation 2, PS1, PSP, X-Box, Game Cube, Nintendo DS and GameBoy systems, peripherals and software titles. Safe Harbor Certain of the above statements contained in this press release may contain forward-looking statements which are intended to be covered by the safe harbors created thereby investors are cautioned that all forward-looking statements involve risks and uncertainty. Actual results, events and circumstances (including future performance, results and trends) could differ materially from those set forth in such statements due to various factors, risks and uncertainties, including but not limited to, risks associated with technological change, competitive factors and general economic conditions. The Company has no duty and undertakes no obligation to update such statements. ALLIANCE DISTRIBUTORS HOLDING INC. Statements of Operations (Unaudited)
Three months ended June 30, Six months ended June 30, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales $ 12,224,803 $ 5,976,377 $ 23,113,638 $ 13,276,018 Cost of goods sold 11,154,292 5,196,597 20,800,790 11,397,218 ------------ ------------ ------------ ------------ Gross profit 1,070,511 779,780 2,312,848 1,878,800 Selling, general and administrative expenses 1,274,402 803,096 2,551,804 1,723,658 ------------ ------------ ------------ ------------ Income (loss) from operations (203,891) (23,316) (238,956) 155,142 Interest expense 126,809 33,453 220,422 60,608 ------------ ------------ ------------ ------------ Income (loss) before provision for income taxes (330,700) (56,769) (459,378) 94,534 Provision for (benefit from) income taxes 5,103 (1,000) 6,103 11,167 ------------ ------------ ------------ ------------ Net income (loss) (335,803) (55,769) (465,481) 83,367 Preferred stock dividends -- 842 -- 842 ------------ ------------ ------------ ------------ Net income (loss) available to common shareholders $ (335,803) $ (56,611) $ (465,481) $ 82,525 ============ ============ ============ ============ Net income (loss) available to common shareholders per share - basic & diluted $ (.01) $ .00 $ (.01) $ .00 ============ ============ ============ ============ Weighted-average common shares outstanding - basic and diluted 46,417,098 24,909,581 46,417,098 24,794,789 ============ ============ ============ ============
Contact: David Devor Alliance Distributors Holding Inc. 718-747-1500 x 117 david@alliancedis.com -----END PRIVACY-ENHANCED MESSAGE-----