-----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, KgpuSxLF75QBE09cHt+FPk2zI1QtsuudeU1LI46BeuNeTAqwPf6e57/q0MxRo1s0 7cF5Lf2z5cyYtzGfw7dmgQ== 0001144204-06-019429.txt : 20060511 0001144204-06-019429.hdr.sgml : 20060511 20060511132117 ACCESSION NUMBER: 0001144204-06-019429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 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: 06829132 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 v042713.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) May 5, 2006 - -------------------------------------------------------------------------------- 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 May 5, 2006, Alliance Distributors Holding Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2006. 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 No. Description - ------------------------------- ------------------------------------------------ 99.1 Press release dated May 5, 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 hereunto duly authorized. ALLIANCE DISTRIBUTORS HOLDING INC. ----------------------------------------------------- (Registrant) Date: May 11, 2006 /s/ Jay Gelman ----------------------------------------------------- Jay Gelman Chairman of the Board INDEX TO EXHIBITS - ------------------------------- ------------------------------------------------ Exhibit No. Description - ------------------------------- ------------------------------------------------ 99.1 Press release dated May 5, 2006 - ------------------------------- ------------------------------------------------ EX-99.1 2 v042713_ex99-1.txt Exhibit No. 99.1 ALLIANCE DISTRIBUTORS HOLDING INC. REPORTS FIRST QUARTER 2006 FINANCIAL RESULTS Sales Increased 22.3% Over Previous Year For Immediate Release College Point, New York - May 5, 2006 - Alliance Distributors Holding Inc. (OTC Bulletin Board: ADTR), a distributor of interactive video games and gaming products, announced its results for the first quarter of 2006. Net sales in the first quarter increased 22.3% to $13.3 million compared to $10.9 million in the first quarter of 2005. Net loss was $93,587, or $0.00 per share, compared to a net loss of $129,678, or $0.00 per share, in the 2005 period. Jay Gelman, Chairman and CEO, said, "I am pleased with our continued strong revenue growth and that our selling, general and administrative expenses have stayed level with the first quarter of 2005. Our approximately $94,000 loss in the first quarter was primarily the result of the expensing of approximately $257,000 in transaction costs in connection with the termination of the agreement by the Company to buy Foto Electric Supply Co., Inc." For additional information see the Company's SEC Report on Form 10-Q for the period ended March 31, 2006. 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) For the three months ended March 31, 2006 and 2005 Three months ended March 31, ---------------------------- 2006 2005 ------------ ------------ Net sales $ 13,318,598 $ 10,888,835 Cost of goods sold 11,759,688 9,646,498 ------------ ------------ Gross profit 1,558,910 1,242,337 Operating expenses: Selling, general and administrative expenses 1,275,193 1,277,402 Terminated transaction costs 257,457 -- ------------ ------------ Total operating expenses 1,532,650 1,277,402 ------------ ------------ Income (loss) from operations 26,260 (35,065) Interest expense 188,057 93,613 ------------ ------------ Loss before provision for (benefit from) income taxes (161,797) (128,678) Provision for (benefit from) income taxes (68,210) 1,000 ------------ ------------ Net loss $ (93,587) $ (129,678) ============ ============ Net loss per share - basic and diluted $ .00 $ .00 ============ ============ Weighted-average common shares outstanding basic and diluted 48,165,127 46,417,098 ============ ============ Contact: Alliance Distributors Holding Inc. Steve Gelman - VP of Marketing and Communications Alliance Distributors Holding Inc. 718-747-1500 x 133 steve@alliancedis.com -----END PRIVACY-ENHANCED MESSAGE-----