SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No. 1)*
ALLIANCE DISTRIBUTORS HOLDING INC.
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(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
01858P105
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(CUSIP NUMBER)
Francis Vegliante 15-15 132nd Street,
College Point, New York 11356 (718) 747-1500
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
November 22, 2004
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FRANCIS VEGLIANTE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_| (see Note)
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO (SEE ITEM 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES 7 SOLE VOTING POWER
8,226,655 shares of common stock
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BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
N/A
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EACH
REPORTING 9 SOLE DISPOSITIVE POWER
8,226,655 shares of common stock
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PERSON WITH 10
SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,226,655 shares of common stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.57%
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14 TYPE OF REPORTING PERSON
IN
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Note: Mr. Vegliante is no longer a member of a group within the meaning of Rule
13d-5.
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, $.001 par value (the "common stock"), of Alliance
Distributors Holding Inc., a Delaware corporation (the "Company"). The
address of the principal executive offices of the Company is 15-15 132nd
Street, College Point, New York 11356.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by Francis Vegliante. His
business address is 15-15 132nd Street, College Point, New York 11356.
Mr. Vegliante is a citizen of USA.
During the last five years, Mr. Vegliante has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). Mr. Vegliante was not, during the last five years, a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 22, 2004, 517,104 Series B Convertible Non Redeemable
Preferred Stock, par value $.001 ("Series B Preferred Shares"), of
Essential Reality, Inc., a Nevada corporation ("Essential") and the
predecessor of the Company, held by Mr. Vegliante automatically converted
into 8,226,655 shares of common stock of the Company (See Item 4).
ITEM 4. PURPOSE OF TRANSACTION.
Reference is made to the Schedule 13D filed by Mr. Vegliante on July 14,
2004 describing Essential's acquisition of Mr. Vegliante's interest in a
corporation and the issuance of 517,104 Series B Preferred Shares by the
Company to Mr. Vegliante as consideration for the purchase.
Effective November 22, 2004, Essential Reality, Inc., a Nevada
corporation, (i) changed from a Nevada corporation to a Delaware
corporation, and changed its name from Essential Reality, Inc. to Alliance
Distributors Holding Inc. and (ii) completed a reverse split of its common
stock on a one-for-44 basis. Upon the effectiveness of the reverse split
and merger, the Series B Preferred Shares held by Mr. Vegliante
automatically converted into 8,226,655 shares of common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Mr. Vegliante is the direct owner of 8,226,655 shares of common
stock.
(c) Except for the transactions described in Items 3 and 4 above, Mr.
Vegliante did not engage in any transaction in the common stock of the
Company.
(d) N/A
(e) Mr. Vegliante continues to be the beneficial owners of more than five
percent of the outstanding Common Stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE
ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 1, 2004
By /s/ Francis Vegliante
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Francis Vegliante
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