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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Alliance Distributors Holding Inc.
(formerly, Essential Realty Inc.)
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(Name of Issuer)
Common
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(Title of Class of Securities)
01858P105
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(CUSIP Number)
November 22, 2004
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(Date of Event which Required Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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).
CUSIP No. 01858P105
SCHEDULE 13G
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AGF Canadian Growth Equity Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Toronto, Ontario, Canada
5 SOLE VOTING POWER
35,561
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
35,561
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,561
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.07%
12 TYPE OF REPORTING PERSON
IV
Item 1. (a). Name of Issuer:
Alliance Distributors Holding Inc.
(b). Address of Issuer's Principal Executive Offices:
15-15 132nd Street
College Point, NY 11356
Item 2. (a). Name of Person Filing:
AGF Canadian Growth Equity Fund Limited
(b). Address of Principal Business Office or, if none, Residence:
P.O. Box 50, Toronto Dominion Bank Tower, 31st Floor
Toronto, Ontario, M5K 1E9
(c). Citizenship:
Canadian
(d). Title of Class of Securities:
Alliance Distributors Holding Inc. (formerly, Essential Reality
Inc.) - ADTR.PK
(e). CUSIP Number:
01858P105
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
(a)[ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c)[ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c.);
(d)[ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)[ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii) (F);
(g)[ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h)[ ] A savings associations as defined in section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)[ ] Group, in accordance with section 240.13d-1(b)(1)
(ii)(J).
Item 4. Ownership.
(a). Amount beneficially owned: 35,561
(b). Percent of class: 0.07%
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 35,561
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
35,561
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class: [X]
This statement is being filed to report the fact that the
reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applciable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
"By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect."
(b) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(c):
"By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect."
SIGNATURES
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.
February 17, 2005
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Date
/s/ Jacqueline Sanz
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Signature
Jacqueline Sanz, Chief Privacy
Officer, Vice President, Compliance
and Risk Analysis
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Name/Title