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) January 5, 2006
                                -----------------

                       Alliance Distributors Holding Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
<S>                                               <C>                                 <C>
              Delaware                            000-32319                           33-0851302
  (State or Other Jurisdiction of          (Commission File Number)       (IRS Employer Identification No.)
           Incorporation)
</TABLE>

                 15-15 132nd St., 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))

<PAGE>

ITEM 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      In its Report on Form 8-K filed on January 10,  2006 the company  reported
that the  consummation of a debt financing was a condition to the closing of the
transaction  described  in the Report.  The  requisite  debt  financing is a $10
million  increase to the  company's  current $10 million  credit  facility.  The
company has no commitment for this financing.


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 11, 2006
                                                          By /s/ Jay Gelman
                                                          ----------------------
                                                          Jay Gelman, CEO
{"company-data": {"conformed-name": "Alliance Distributors Holding Inc.", "cik": "0001115463", "assigned-sic": "3577", "irs-number": "330851302", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32319", "film-number": "06524069"}, "business-address": {"street1": "15-15 132ND STREET", "city": "COLLEGE POINT", "state": "NY", "zip": "11356", "phone": "718-747-1500"}, "mail-address": {"street1": "15-15 132ND STREET", "city": "COLLEGE POINT", "state": "NY", "zip": "11356"}, "former-company": [{"former-conformed-name": "ESSENTIAL REALITY INC", "date-changed": "20020703"}, {"former-conformed-name": "JPAL INC", "date-changed": "20000807"}]}
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) January 5, 2006
                                -----------------

                       Alliance Distributors Holding Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)
Delaware                            000-32319                           33-0851302
  (State or Other Jurisdiction of          (Commission File Number)       (IRS Employer Identification No.)
           Incorporation)
15-15 132nd St., 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 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      In its Report on Form 8-K filed on January 10,  2006 the company  reported
that the  consummation of a debt financing was a condition to the closing of the
transaction  described  in the Report.  The  requisite  debt  financing is a $10
million  increase to the  company's  current $10 million  credit  facility.  The
company has no commitment for this financing.

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 11, 2006
                                                          By /s/ Jay Gelman
                                                          ----------------------
                                                          Jay Gelman, CEO