8-K

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) October 10, 2007

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.)
1160 Commerce Avenue, Bronx, New York	11462
(Address of Principal Executive Offices)	(Zip Code)

(718) 536-2248

(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 8.01. Other Events.

On October 10, 2007, Alliance Distributors Holding Inc. (the “Company”) issued a press release announcing, among other things, that it filed a Form 15 to voluntarily deregister its common stock under the Securities and Exchange Act of 1934, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on form 8-K.

Item 9.01.  Financial Statements and Exhibits

 (d) EXHIBITS

Exhibit No.	Description
99.1	Press release dated October 10, 2007

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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: October 10, 2007	/s/ Stephen Agress
	Stephen Agress
	Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release dated October 10, 2007

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EX-99.1

Exhibit No. 99.1

ALLIANCE DISTRIBUTORS HOLDING INC. ANNOUNCES

FILING FORM 15 TO DEREGISTER ITS STOCK

For Immediate Release

New York, New York - October 10, 2007 - Alliance Distributors Holding Inc. (OTC Bulletin Board: ADTR), a distributor of interactive video games and gaming products, announced today that, consistent with its new release dated October 2, 2007, it has filed today a Form 15 with the Securities and Exchange Commission (the “SEC”) to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its obligation to file reports under Section 15(d) of the Exchange Act. The Company is eligible to deregister by filing a Form 15 because it has fewer than 300 holders of record of its common stock.

With the filing of the Form 15, the Company’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q, and 8-K, has ceased. The Company anticipates that the deregistration of its common stock will become effective on or about January 8, 2008. The Company expects that its common stock will no longer be traded on the OTC Bulletin Board. The Company’s common stock may be quoted on the Pink Sheets, but the Company gives no assurances that any broker will continue to make a market in its common stock.

Jay Gelman, Chairman and Chief Executive Officer, stated, “As we previously announced, after assessing the advantages and disadvantages of remaining a registered company, our board of directors unanimously concluded that it is in the best interests of the Company and its shareholders to deregister its shares. The substantial out of pocket cost, as well as the significant demands on management’s time and focus, necessary to comply with SEC reporting, including the additional costs that would be required in order to comply with Section 404 of the Sarbanes-Oxley Act, outweigh the benefits the Company receives from maintaining its registered status. We believe that deregistering will allow us to reduce current expenses, avoid substantial future costs, and free our management team to focus more of its time and resources on operating the Company and enhancing shareholder value.”

About Alliance Distributors Holding Inc.

Alliance Distributors Holding Inc. (www.alliancedistributors.com), which does business as Alliance Distributors, is a full-service wholesale videogame distributor, specializing in gaming products and accessories for all key manufacturers and 3rd party publishers. Alliance Distributors offers support on: PS3, PSP, PS2, X-Box 360, Wii, DS and GBA SP, peripherals and software titles.

Safe Harbor

Certain statements contained in this press release contain forward-looking statements including without limitation, statements concerning our 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,” “expect,” and “anticipate” and other similar expressions generally identify forward-looking statements, which speak only as of their dates.

Investors are cautioned that all forward-looking statements, which are based largely on our current expectations, 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 without limitation, risks associated with technological change, competitive factors and general economic conditions, changes in marketing and distribution strategies by manufacturers, continued shortages of new platform systems, difficulty in integrating and deriving synergies from acquisitions, potential undiscovered liabilities of companies that we acquire, changes in our business or growth strategy, the emergence of new or growing competitors, various other competitive and technological factors. There can be no assurance that the results referred to in the forward-looking statements contained in this release will occur. The Company has no duty and undertakes no obligation to update any forward-looking information, whether as a result of new information, future developments or otherwise.

Contact:

Alliance Distributors Holding Inc.

Steve Gelman - VP of Marketing and Communications

718-536-2248

steve@alliancedis.com