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
       Incorporation)                                           Identification No.)
</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

On  January 2, 2006,  the  Company  executed  a Stock  Purchase  Agreement  (the
"Acquisition  Agreement") with Emerich Goldstein, his son Benjamin Goldstein and
three other Goldstein  family members (the  "Sellers"),  who together own all of
the issued and  outstanding  capital stock of Foto Electric  Supply Co., Inc., a
New York corporation  ("FESCO").  The Acquisition  Agreement became effective on
January 5, 2006.

Pursuant to the Acquisition  Agreement,  the Sellers agreed to sell all of their
shares of capital stock of FESCO to the Company for a total  purchase price (the
"Purchase Price") of up to a maximum of $78,000,000 determined as follows:

            (a) $70 million; plus

            (b) 6.67 times the amount (if any) by which FESCO's  earnings before
      interest,  tax,  depreciation  and  amortization  in 2005 ("2005  EBITDA")
      exceeds $10,500,000,  up to a total 2005 EBITDA of $11,250,000  (provided,
      however,  that the portion of the  purchase  price  calculated  under this
      clause (b) shall not be greater than $5,000,000); plus

            (c) 5 times the amount (if any) by which FESCO's 2005 EBITDA exceeds
      $11,250,000, up to a total 2005 EBITDA of $11,450,000; plus

            (d) 4 times the amount (if any) by which FESCO's 2005 EBITDA exceeds
      $11,450,000, up to a total 2005 EBITDA of $11,700,000; plus

            (e) 3 times the amount (if any) by which FESCO's 2005 EBITDA exceeds
      $11,700,000, up to a total 2005 EBITDA of $12,033,333.

      EBITDA will be calculated in accordance with generally accepted accounting
      principles,  subject to certain  adjustments  set forth in the Acquisition
      Agreement.

The Purchase Price is payable to the Sellers as follows:

            (a) $50 million in cash to Sellers at the closing of the Acquisition
      (the "Cash Purchase Price");

            (b) The issuance to the Sellers at the closing of the Acquisition of
      3-year  subordinated  promissory  notes of the Company  (the  "Acquisition
      Notes")  in  the  aggregate   principal  amount  of  $12.5  million.   The
      Acquisition Notes will be subordinated to any outstanding  indebtedness to
      the Company's  senior  lenders.  Interest  will accrue on the  Acquisition
      Notes at prime plus 1%;  provided,  however,  that  during any period that
      principal or interest is not paid to the holders of the Acquisition  Notes
      due to subordination,  then during such period the Acquisition Notes shall
      accrue  interest  at the  lesser of (i) 15% per annum or (ii)  prime  plus
      4.25%. The outstanding  principal amount of the Acquisition  Notes will be
      payable in 36 equal monthly  installments  of $347,222.  Accrued  interest
      will be payable monthly. So long as the Acquisition Notes are outstanding,
      the  Company  will  leave   undrawn  at  least   $500,000  of  its  credit
      availability under its senior credit  facilities,  except that the Company
      may draw this amount to make payments on the Acquisition Notes;

            (c) The issuance to Sellers of equity securities ("Restricted Equity
      Securities")  that have an  aggregate  value  equal to the  balance of the
      purchase  price.   These  securities  will  be  valued  at  the  valuation
      applicable to equity securities  ("investor  equity  securities") that are
      purchased by any  investors  who provide  financing  for the Cash Purchase
      Price,  and will have the same terms  (including  registration  rights and
      restrictions) as the investor equity securities.
<PAGE>

The  Company  and  FESCO  will  after  the  closing  of  the  Acquisition   (the
"Acquisition  Closing  Date")  prepare  a  balance  sheet  for  FESCO  as of the
Acquisition  Closing Date. The aggregate  principal  amount of the Notes will be
reduced  by the  amount,  if any,  that  FESCO's  net worth (as  defined  in the
Acquisition  Agreement),  as of such  closing  date,  is less  than $13  million
subject to certain adjustments.  If FESCO's net worth as of such closing date is
more than $13 million, the Company will issue to the Sellers additional notes in
an aggregate  principal  amount  equal to the amount by which  FESCO's net worth
exceeds $13 million subject to such  adjustments.  These  additional  notes will
contain the same terms and conditions as the Acquisition Notes,  except that the
principal amount shall be paid in 12 equal monthly installments instead of 36.

Upon the closing of the Acquisition:

            (a) The  Company  will  enter  into  an  employment  agreement  with
      Benjamin Goldstein under which he will be employed for a term of 30 months
      as President at  compensation  equal to the  compensation  provided by the
      Company  from time to time to Jay Gelman (the  Company's  Chief  Executive
      Officer) and benefits  substantially equal to the benefits provided by the
      Company from time to time to Mr.  Gelman,  provided  that Mr.  Goldstein's
      annual salary will in no event be less than $450,000.  If Mr. Goldstein is
      terminated other than for cause (as defined in his employment  agreement),
      or if  he  resigns  because  the  Company  shall  have  defaulted  on  the
      Acquisition  Notes or for other good reason (as defined in his  employment
      agreement),  the Company will be obligated  to pay Mr.  Goldstein,  in one
      lump  sum  payment,  a pro  rata  share  of his  bonus  for  the  year  of
      termination and three times his base salary.

            (b) The Company will enter into an employment agreement with Emerich
      Goldstein  under which he will be  employed  on a part-time  basis for two
      years at a salary at the rate of $150,000 per year.  The Company will also
      pay or reimburse Mr. Goldstein for family health insurance coverage of his
      choice and for lease and maintenance payments for one automobile.

            (d)  Each of  Benjamin  and  Emerich  Goldstein  will  enter  into a
      non-solicitation and non-competition agreement in favor of the Company for
      a term ending on the later of (i) the fifth anniversary of the Acquisition
      Closing Date or (ii) the third  anniversary  of the  termination  of their
      employment with the Company for whatever reason.

            (e) The Company will enter into a five-year lease with one five-year
      renewal  option with an affiliate of the Sellers for FESCO's  headquarters
      building at 1 Rewe Street,  Brooklyn,  New York.  The lease will initially
      cover only the space currently used by FESCO as described above, but after
      six months will also include  17,000  additional  square feet of warehouse
      space and 9,000  additional  square feet of office space.  The  additional
      space is currently  occupied by another affiliate of Sellers.  The monthly
      fixed rental under the lease will be $67,500  during the first six months,
      and $90,000  thereafter,  except that the fixed rent will increase 2.5% on
      the first day of the fourth year of the lease term and on the first day of
      each year  thereafter,  both during the initial  lease term and during the
      option period, if any.
<PAGE>

The closing under the Acquisition Agreement is to occur no later than February
28, 2006 unless extended by the parties, and is subject to the Company's raising
$50 million in equity financing, the consummation of the debt financing referred
to in the next paragraph, the repayment by the Company of FESCO bank financing
that is currently guaranteed by the Sellers, consent by the landlord's mortgagee
to the lease described above, and other conditions. The Acquisition Agreement
also contains representations, warranties and covenants by the Sellers and the
Company, and provides for indemnification to the extent that they breach any of
such representations and warranties, but only to the extent that such damages
exceed $100,000. The aggregate indemnity obligations of the Sellers will in no
event exceed $62,500,000, less any amounts paid by Sellers to the Company in
respect of a shortfall in Net Worth as described above. Indemnification by the
Sellers in any amount will be satisfied by first offsetting such amounts against
the outstanding amounts payable under the Acquisition Notes, next by the
cancellation of Restricted Equity Securities held by the Sellers, and then by
cash payments from the Sellers.

The Company will after the closing enter into an employment agreement with David
Goldstein  under  which he will be  employed  for two  years at a salary  at the
annual rate of $250,000,  provided that Mr. Goldstein advises the Company within
180 days after the closing that he is  available to be hired as an employee.  If
Mr.  Goldstein is hired,  the Company will also pay or reimburse  him for family
health insurance coverage.

The Company has no commitment  for the debt and equity  financings  necessary to
consummate this transaction.

The  foregoing  summary is qualified by reference to the  Acquisition  Agreement
filed as an exhibit to this Report.

ITEM 9.01. Financial Statements and Exhibits

      (d) Exhibits

<TABLE>
<CAPTION>
------------------------------------------------------- ---------------------------------------------------
                       Exhibit                                              Description
                       -------                                              -----------
------------------------------------------------------- ---------------------------------------------------
<C>                                                                                             <C>
10.1                                                    Stock Purchase Agreement, dated January 2, 2006,
                                                        filed herewith
------------------------------------------------------- ---------------------------------------------------
</TABLE>

<PAGE>

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 10, 2006
                                                  By /s/ Jay Gelman
                                                  -----------------------------
                                                  Jay Gelman, CEO

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
------------------------------------------------------- ---------------------------------------------------
                       Exhibit                                              Description
                       -------                                              -----------
------------------------------------------------------- ---------------------------------------------------
<C>                                                                                             <C>
10.1                                                    Stock Purchase Agreement, dated January 2, 2006,
                                                        filed herewith
------------------------------------------------------- ---------------------------------------------------
</TABLE>
{"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": "06521652"}, "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
       Incorporation)                                           Identification No.)
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

On  January 2, 2006,  the  Company  executed  a Stock  Purchase  Agreement  (the
"Acquisition  Agreement") with Emerich Goldstein, his son Benjamin Goldstein and
three other Goldstein  family members (the  "Sellers"),  who together own all of
the issued and  outstanding  capital stock of Foto Electric  Supply Co., Inc., a
New York corporation  ("FESCO").  The Acquisition  Agreement became effective on
January 5, 2006.

Pursuant to the Acquisition  Agreement,  the Sellers agreed to sell all of their
shares of capital stock of FESCO to the Company for a total  purchase price (the
"Purchase Price") of up to a maximum of $78,000,000 determined as follows:

            (a) $70 million; plus

            (b) 6.67 times the amount (if any) by which FESCO's  earnings before
      interest,  tax,  depreciation  and  amortization  in 2005 ("2005  EBITDA")
      exceeds $10,500,000,  up to a total 2005 EBITDA of $11,250,000  (provided,
      however,  that the portion of the  purchase  price  calculated  under this
      clause (b) shall not be greater than $5,000,000); plus

            (c) 5 times the amount (if any) by which FESCO's 2005 EBITDA exceeds
      $11,250,000, up to a total 2005 EBITDA of $11,450,000; plus

            (d) 4 times the amount (if any) by which FESCO's 2005 EBITDA exceeds
      $11,450,000, up to a total 2005 EBITDA of $11,700,000; plus

            (e) 3 times the amount (if any) by which FESCO's 2005 EBITDA exceeds
      $11,700,000, up to a total 2005 EBITDA of $12,033,333.

      EBITDA will be calculated in accordance with generally accepted accounting
      principles,  subject to certain  adjustments  set forth in the Acquisition
      Agreement.

The Purchase Price is payable to the Sellers as follows:

            (a) $50 million in cash to Sellers at the closing of the Acquisition
      (the "Cash Purchase Price");

            (b) The issuance to the Sellers at the closing of the Acquisition of
      3-year  subordinated  promissory  notes of the Company  (the  "Acquisition
      Notes")  in  the  aggregate   principal  amount  of  $12.5  million.   The
      Acquisition Notes will be subordinated to any outstanding  indebtedness to
      the Company's  senior  lenders.  Interest  will accrue on the  Acquisition
      Notes at prime plus 1%;  provided,  however,  that  during any period that
      principal or interest is not paid to the holders of the Acquisition  Notes
      due to subordination,  then during such period the Acquisition Notes shall
      accrue  interest  at the  lesser of (i) 15% per annum or (ii)  prime  plus
      4.25%. The outstanding  principal amount of the Acquisition  Notes will be
      payable in 36 equal monthly  installments  of $347,222.  Accrued  interest
      will be payable monthly. So long as the Acquisition Notes are outstanding,
      the  Company  will  leave   undrawn  at  least   $500,000  of  its  credit
      availability under its senior credit  facilities,  except that the Company
      may draw this amount to make payments on the Acquisition Notes;

            (c) The issuance to Sellers of equity securities ("Restricted Equity
      Securities")  that have an  aggregate  value  equal to the  balance of the
      purchase  price.   These  securities  will  be  valued  at  the  valuation
      applicable to equity securities  ("investor  equity  securities") that are
      purchased by any  investors  who provide  financing  for the Cash Purchase
      Price,  and will have the same terms  (including  registration  rights and
      restrictions) as the investor equity securities.
The  Company  and  FESCO  will  after  the  closing  of  the  Acquisition   (the
"Acquisition  Closing  Date")  prepare  a  balance  sheet  for  FESCO  as of the
Acquisition  Closing Date. The aggregate  principal  amount of the Notes will be
reduced  by the  amount,  if any,  that  FESCO's  net worth (as  defined  in the
Acquisition  Agreement),  as of such  closing  date,  is less  than $13  million
subject to certain adjustments.  If FESCO's net worth as of such closing date is
more than $13 million, the Company will issue to the Sellers additional notes in
an aggregate  principal  amount  equal to the amount by which  FESCO's net worth
exceeds $13 million subject to such  adjustments.  These  additional  notes will
contain the same terms and conditions as the Acquisition Notes,  except that the
principal amount shall be paid in 12 equal monthly installments instead of 36.

Upon the closing of the Acquisition:

            (a) The  Company  will  enter  into  an  employment  agreement  with
      Benjamin Goldstein under which he will be employed for a term of 30 months
      as President at  compensation  equal to the  compensation  provided by the
      Company  from time to time to Jay Gelman (the  Company's  Chief  Executive
      Officer) and benefits  substantially equal to the benefits provided by the
      Company from time to time to Mr.  Gelman,  provided  that Mr.  Goldstein's
      annual salary will in no event be less than $450,000.  If Mr. Goldstein is
      terminated other than for cause (as defined in his employment  agreement),
      or if  he  resigns  because  the  Company  shall  have  defaulted  on  the
      Acquisition  Notes or for other good reason (as defined in his  employment
      agreement),  the Company will be obligated  to pay Mr.  Goldstein,  in one
      lump  sum  payment,  a pro  rata  share  of his  bonus  for  the  year  of
      termination and three times his base salary.

            (b) The Company will enter into an employment agreement with Emerich
      Goldstein  under which he will be  employed  on a part-time  basis for two
      years at a salary at the rate of $150,000 per year.  The Company will also
      pay or reimburse Mr. Goldstein for family health insurance coverage of his
      choice and for lease and maintenance payments for one automobile.

            (d)  Each of  Benjamin  and  Emerich  Goldstein  will  enter  into a
      non-solicitation and non-competition agreement in favor of the Company for
      a term ending on the later of (i) the fifth anniversary of the Acquisition
      Closing Date or (ii) the third  anniversary  of the  termination  of their
      employment with the Company for whatever reason.

            (e) The Company will enter into a five-year lease with one five-year
      renewal  option with an affiliate of the Sellers for FESCO's  headquarters
      building at 1 Rewe Street,  Brooklyn,  New York.  The lease will initially
      cover only the space currently used by FESCO as described above, but after
      six months will also include  17,000  additional  square feet of warehouse
      space and 9,000  additional  square feet of office space.  The  additional
      space is currently  occupied by another affiliate of Sellers.  The monthly
      fixed rental under the lease will be $67,500  during the first six months,
      and $90,000  thereafter,  except that the fixed rent will increase 2.5% on
      the first day of the fourth year of the lease term and on the first day of
      each year  thereafter,  both during the initial  lease term and during the
      option period, if any.
The closing under the Acquisition Agreement is to occur no later than February
28, 2006 unless extended by the parties, and is subject to the Company's raising
$50 million in equity financing, the consummation of the debt financing referred
to in the next paragraph, the repayment by the Company of FESCO bank financing
that is currently guaranteed by the Sellers, consent by the landlord's mortgagee
to the lease described above, and other conditions. The Acquisition Agreement
also contains representations, warranties and covenants by the Sellers and the
Company, and provides for indemnification to the extent that they breach any of
such representations and warranties, but only to the extent that such damages
exceed $100,000. The aggregate indemnity obligations of the Sellers will in no
event exceed $62,500,000, less any amounts paid by Sellers to the Company in
respect of a shortfall in Net Worth as described above. Indemnification by the
Sellers in any amount will be satisfied by first offsetting such amounts against
the outstanding amounts payable under the Acquisition Notes, next by the
cancellation of Restricted Equity Securities held by the Sellers, and then by
cash payments from the Sellers.

The Company will after the closing enter into an employment agreement with David
Goldstein  under  which he will be  employed  for two  years at a salary  at the
annual rate of $250,000,  provided that Mr. Goldstein advises the Company within
180 days after the closing that he is  available to be hired as an employee.  If
Mr.  Goldstein is hired,  the Company will also pay or reimburse  him for family
health insurance coverage.

The Company has no commitment  for the debt and equity  financings  necessary to
consummate this transaction.

The  foregoing  summary is qualified by reference to the  Acquisition  Agreement
filed as an exhibit to this Report.

ITEM 9.01. Financial Statements and Exhibits

      (d) Exhibits
------------------------------------------------------- ---------------------------------------------------
                       Exhibit                                              Description
                       -------                                              -----------
------------------------------------------------------- ---------------------------------------------------
10.1                                                    Stock Purchase Agreement, dated January 2, 2006,
                                                        filed herewith
------------------------------------------------------- ---------------------------------------------------
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 10, 2006
                                                  By /s/ Jay Gelman
                                                  -----------------------------
                                                  Jay Gelman, CEO

                                  EXHIBIT INDEX
------------------------------------------------------- ---------------------------------------------------
                       Exhibit                                              Description
                       -------                                              -----------
------------------------------------------------------- ---------------------------------------------------
10.1                                                    Stock Purchase Agreement, dated January 2, 2006,
                                                        filed herewith
------------------------------------------------------- ---------------------------------------------------