8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                    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) January 6, 2006
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                       Alliance Distributors Holding Inc.
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               (Exact Name of Registrant as Specified in Charter)

            Delaware                    000-32319             33-0851302
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(State or Other Jurisdiction of  (Commission File Number) (IRS Employer
         Incorporation)                                   Identification No.)


                 15-15 132nd St., College Point, New York 11356
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               (Address of Principal Executive Offices) (Zip Code)

                                 (718) 747-1500
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               Registrant's telephone number, including area code

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          (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 January 6, 2006, Alliance Distributors Holding Inc. issued a press release
that announced that it has signed an agreement to purchase Foto Electric Supply
Co., Inc. The press release also estimated revenues of the Company and Fesco for
2005, and provided forward looking targets on financial results both for the
company on a stand-alone basis and for the company if it completes its
acquisition of Fesco. 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

         (d) Exhibits

                 Exhibit                  Description
                 -------                  -----------

                   99.1        Press release dated January 6, 2006


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 thereunto duly authorized.


ALLIANCE DISTRIBUTORS HOLDING INC.
Registrant


Date:  January 6, 2006
                                             By: /s/ Jay Gelman
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                                               Jay Gelman, CEO



                                  EXHIBIT INDEX

                 Exhibit                  Description
                 -------                  -----------

                   99.1        Press release dated January 6, 2006

EX-99.1

Exhibit 99.1

         Alliance Distributors Announces Agreement for Fesco Acquisition
                 Gives Preliminary Comments On Results For 2005


College Point, New York --- Jan. 6, 2006-- Alliance Distributors Holding Inc.
(OTC Bulletin Board: ADTR - News) today announced that it has signed an
agreement to purchase Foto Electric Supply Co., Inc. (Fesco). The purchase price
is to range from a minimum of $70 million to a maximum of $78 million depending
on Fesco's results for 2005, and will be payable $50 million in cash, $12.5
million in notes and the balance in equity securities of Alliance to be valued
in relation to financing for the transaction. Among other conditions and legal
requirements, the closing of the transaction is contingent on the company
obtaining equity financing for the cash portion of the purchase price and $10
million in debt financing in addition to the company's current $10 million
credit facility. The company is in discussions with several lenders on the
requisite debt financing, but it has no commitment for the debt financing or the
equity financing. A copy of the definitive agreement will be included as an
exhibit to a report on Form 8-K that will be filed by the company with the SEC.

Fesco is a privately held company based in New York City whose primary business
is the distribution of consumer electronics. Fesco reports that it has operated
profitably for at least the last three years. It estimates that revenues for
2005 will approximate $127 million.

Jay Gelman, the CEO and Chairman of Alliance, also commented on the company's
preliminary financial results for 2005. The company estimates that its revenues
for 2005 should approximate $58,500,000, which is consistent with its sales and
marketing plan for the year. The company's revenues in 2004 were approximately
$35 million.

Mr. Gelman said, "The video game industry experienced a decline in revenue in
the fourth quarter of 2005. We nevertheless maintained our revenue plan by
increasing our customer base throughout the year and by increasing our average
revenue per customer. We were also well supported by our key vendors. Although
it is too early to estimate our earnings for the year, we believe that the
company was profitable.

"For 2006 we are aiming for revenues of $75 to $85 million if the Fesco
acquisition is not completed. If we close the Fesco acquisition, we are
targeting $280 to $310 million in revenues for the first 12 months of combined
operations, with net income in the range of $10.5 to $13 million in this period,
and EBITDA in the range of $20 to $25 million. We calculated EBITDA by deducting
from estimated net income $9.5 million to $12 million in estimated interest,
taxes, depreciation and amortization. Earnings per share would depend, among
other things, on the terms of the equity securities that would be issued in
connection with the acquisition.

"We expect that the company's common stock will be reverse split on a 1 for 5
basis if the Fesco acquisition is completed."

                                       ***


This release contains certain forward-looking statements, including without
limitation, statements concerning the company's operations, economic
performance, and financial condition. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The words "estimate," "believe," target," expect," and
"anticipate" and other similar expressions generally identify forward-looking
statements, which speak only as of their dates.

These forward-looking statements are based largely on the company's current
expectations, and are subject to a number of risks and uncertainties, including
without limitation, risk and uncertainties indicated from time to time in the
company's filings with the Securities and Exchange Commission.

Actual results could differ materially from the results referred to in the
forward-looking statements. In light of these risks and uncertainties, there can
be no assurance that the results referred to in the forward-looking statements
contained in this release will occur.

We undertake no obligation to update or review any guidance or other
forward-looking information, whether as a result of new information, future
developments or otherwise.

Contact:
     Alliance Distributors Holding Inc.
     David Devor, 718-747-1500 x 117
     david@alliancedis.com
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