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) March 29, 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 2.02. Results of Operations and Financial Condition

On March 29, 2007, Alliance Distributors Holding Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 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 March 29, 2007

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: March 29, 2007	/s/ Stephen Agress
	Stephen Agress
	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release dated March 29, 2007

EX-99.1

Exhibit No.

99.1

ALLIANCE DISTRIBUTORS HOLDING INC. REPORTS

2006 FOURTH QUARTER AND YEAR END FINANCIAL RESULTS

Fourth Quarter Sales up 29% Year over Year

Sales for 2006 Increase 20% over 2005

For Immediate Release

New York, New York - March 29, 2007 - Alliance Distributors Holding Inc. (OTC Bulletin Board: ADTR), a distributor of interactive video games and gaming products, announced its financial results for the fourth quarter and year ended December 31, 2006.

Net sales for the quarter increased 29% to $28.3 million from $22.0 million in the fourth quarter of 2005. Net income was $90,000, or $0.00 per share, in the fourth quarter of 2006, compared to $430,000, or $0.01 per share, in the fourth quarter of 2005.

For the year ended December 31, 2006, net sales increased 20% to $70.3 million from $58.7 million for the year ended December 31, 2005. The company incurred a net loss of $214,000, or $0.00 per share, in 2006, compared to net income of $186,000, or $0.00 per share, in 2005. The net loss in 2006 reflects in part pre-tax charges of $310,000 for transaction costs of a proposed acquisition that was not consummated, $75,000 for a litigation settlement and approximately $150,000 associated with the relocation of the Company’s headquarters, warehouse and showroom, and the opening of its new Florida facility. The results also reflect approximately $220,000 of pre-tax income from insurance proceeds.

“2006 was an exciting year for Alliance”, said Jay Gelman, Chairman and Chief Executive Officer. “Our revenue growth, up 20% year over year, continues to be our main focus. We accomplished this growth both by expanding our account base as well as by increasing our business with existing customers.”

Gelman continued, “During the year we relocated our entire operation to a brand new, state of the art facility at 1160 Commerce Ave in the Bronx NY. With this move, we doubled our warehouse space and more than tripled our wholesale showroom footprint. More importantly, we combined our New York operations into one location. This allows us to be more efficient in servicing our customers. Additionally, we expanded our business into the Florida market by opening a warehouse, showroom, and sales office.”

Gelman concluded, “For 2007, we intend to continue on our path of aggressive but responsible growth, with a continued emphasis on increasing the number of accounts we service.”

For additional information see the Company’s SEC Report on Form 10-K for the year ended December 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 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.

ALLIANCE DISTRIBUTORS HOLDING INC.

STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Three Months ended					Year ended
	December 31,					December 31,
	(unaudited)
	2006		2005			2006			2005
NET SALES	$	28,279	$	21,991		$	70,318		$	58,670
COST OF GOODS SOLD		25,956		19,897			63,425			52,732
GROSS PROFIT		2,323		2,094			6,893			5,938
OPERATING COSTS AND EXPENSES:
Selling and administrative expenses		1,696		1,422			5,907			5,061
Provision for doubtful accounts		91		147			147			247
Terminated transaction costs		53		-			310			-
Total operating expenses		1,840		1,569			6,364			5,308
INCOME FROM OPERATIONS		483		525			529			630
Interest expense		239		182			790			522
INCOME (LOSS)B EFORE PROVISION FOR
(BENEFIT FROM) INCOME TAXES		244		343			(261	)		108
Provision for (benefit from) income taxes		154		(87	)		(47	)		(78	)
NET INCOME (LOSS)	$	90	$	430		$	(214	)	$	186
Net income per share:
Basic	$	-	$	0.01		$	-		$	-
Diluted	$	-	$	0.01		$	-		$	-
Weighted average common shares outstanding:
Basic		48,721		47,231			48,584			46,622
Diluted		50,751		47,982			48,584			47,110

Contact:

Alliance Distributors Holding Inc.

Steve Gelman - VP of Marketing and Communications

718-536-2248

steve@alliancedis.com