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<SEC-DOCUMENT>0000928465-07-000026.txt : 20070525
<SEC-HEADER>0000928465-07-000026.hdr.sgml : 20070525
<ACCEPTANCE-DATETIME>20070525171637
ACCESSION NUMBER:		0000928465-07-000026
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20060930
FILED AS OF DATE:		20070525
DATE AS OF CHANGE:		20070525

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMCON DISTRIBUTING CO
		CENTRAL INDEX KEY:			0000928465
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & GENERAL LINE [5141]
		IRS NUMBER:				470702918
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15589
		FILM NUMBER:		07881414

	BUSINESS ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
		BUSINESS PHONE:		4023313727

	MAIL ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>sept200610kaamend2.txt
<DESCRIPTION>2006 10-K/A
<TEXT>
                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                               FORM 10-K/A
                            (Amendment No. 2)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED  September 30, 2006
                                            ------------------
/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM       to
                                                         ------  ------
Commission File Number  1-15589
                        -------

                       AMCON Distributing Company
- -----------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

             Delaware                              47-0702918
- ------------------------------                --------------------
(State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)             Identification No.)

              7405 Irvington Road, Omaha NE          68122
- -----------------------------------------------------------------------------
       (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (402) 331-3727
                                                    --------------
Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
              Title of each class                  on which registered

                     None                                 None
                     ----                                 ----

              Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, $.01 Par Value
- -----------------------------------------------------------------------------
                              (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.   Yes        No   X
                                                 ------    ------
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.   Yes        No  X
                                                          ------    ------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes    X     No
                                                    ------    ------


                                   1

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Annual Report on
Form 10-K or any other amendment to this Form 10-K. / /

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.  (Check one):

Large accelerated filer      Accelerated filer      Non-accelerated filer  X
                        ----                   ----                      ----

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes     No  X
                                        ----    ----

The aggregate market value of equity securities held by non-affiliates of the
Registrant on March 31, 2006 was approximately $3.7 million.

As of December 25, 2006 there were 527,062 shares of common stock
outstanding.


                                   2

































                             EXPLANATORY NOTE

AMCON Distributing Company (the "Company") is filing this amendment No. 2 on
Form 10-K/A (the "Amendment") in response to a comment letter received from
the Staff of the Securities and Exchange Commissions (the "Staff").  This
Amendment amends and replaces in its entirety the Company's disclosure in
Item 9A of our Annual Report on Form 10-K for the year ended September 30,
2006, filed on December 29, 2006 (the "Report").

Except to the extent modified, this Amendment is as of the original filing
date of our Report and has not been updated to reflect events occurring
subsequent to the original filing date other than those required to reflect
the effects of the comment letter received from the Staff.  This Amendment
should be read in conjunction with our filings made with the Securities and
Exchange Commission subsequent to the filing of the Report, including any
amendments to those filings.




                                   3






































ITEM 9A.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures (as defined in Rules
13a-15(f) and 15d-15(e) under the Exchange Act of 1934, as amended (the
"Exchange Act")), that are designed to ensure that information required to be
disclosed in the Company's reports filed or furnished under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the Exchange Act and the related rules and forms of the SEC.
Such information is accumulated and communicated to the Company's management,
including its Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), as appropriate, to allow timely decisions regarding required
disclosures.  Any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance of achieving
the desired control objectives.

The Company carried out the evaluation required by Rule 13a-15(b) under the
Securities Exchange Act of 1934 (the "Exchange Act"), under the supervision
and with the participation of our management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures.  Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that, as of the end of the
period covered by this report, the design and operation of the Company's
disclosure controls and procedures were effective to provide reasonable
assurance that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, and that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

As previously disclosed, in connection with the Company's fiscal year 2005
audit, and the Company's evaluation of disclosure and controls procedures,
management determined that material weaknesses existed at September 30, 2005
related to incorrect accounting entries made at the Company's HNWC
subsidiary, and interest expense allocations made by the Company to one of
its wholly-owned subsidiaries (The Beverage Group, Inc.) which was a
component of discontinued operations.  During fiscal 2006, the Company
implemented a plan which resulted in the successful remediation and
elimination of our material weaknesses in internal control over financial
reporting as disclosed in Form 10-K for the fiscal year ended September 30,
2005.

Except for the changes related to the remediated material weaknesses
described above, there has been no change during the Company's fiscal year
ended September 30, 2006, in the Company's internal controls over financial
reporting (as such term is defined in Rules 13(a)-15(f) under the Exchange
Act) that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.



                                   4






                              SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of
1934, the Registrant, AMCON Distributing Company, a Delaware corporation, has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, State of Nebraska, on the
23rd day of May 2007.


                                   AMCON DISTRIBUTING COMPANY
                                        (registrant)


                                   By: /s/ Christopher H. Atayan
                                   -----------------------------
                                   Christopher H. Atayan,
                                   Chief Executive Officer
                                    and Vice Chairman


Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons in the capacities indicated on the
23rd day of May 2007.


       Signature                                Title
       ---------                                -----


/s/ William F. Wright             Chairman of the Board and Director
- ------------------------
William F. Wright


/s/ Christopher H. Atayan         Chief Executive Officer
- ------------------------            and Vice Chairman
Christopher H. Atayan


/s/ Kathleen M. Evans             President and Director
- ------------------------
Kathleen M. Evans


/s/ Andrew C. Plummer             Vice President and Chief Financial
- ------------------------            Officer (Principal Financial and
Andrew C. Plummer                   Accounting Officer)


/s/ Allen D. Petersen             Director
- ------------------------
Allen D. Petersen



                                   5




/s/ Jeremy W. Hobbs               Director
- ------------------------
Jeremy W. Hobbs


/s/ John R. Loyack                Director
- ------------------------
John R. Loyack


/s/ Raymond F. Bentele            Director
- ------------------------
Raymond F. Bentele


/s/ Stanley Mayer                 Director
- ------------------------
Stanley Mayer


/s/ Timothy R. Pestotnik          Director
- ------------------------
Timothy R. Pestotnik




                                   6












































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>ex311cha302cert.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
                           EXHIBIT 31.1
                           ------------

                           CERTIFICATION
                           -------------

I, Christopher H. Atayan, certify that:

1.  I have reviewed this annual report on Form 10-K/A of AMCON Distributing
Company;

2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we
have:

    a.  designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known
        to us by others within those entities, particularly during the
        period in which this annual report is being prepared;

    b.  evaluated the effectiveness of the registrant's disclosure controls
        and procedures and presented in this report our conclusions about
        the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this report based on such
        evaluation; and

    c.  disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the
        registrant's most recent fiscal quarter (the registrants' fiscal
        fourth quarter in the case of an annual report) that has materially
        affected, or is reasonably likely to materially affect, the
        registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal controls over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):

    a.  all significant deficiencies and material weaknesses in the design
        or operation of internal controls over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and



    b.  any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's
        internal control over financial reporting.


Date: May 23, 2007                 /s/ Christopher H. Atayan
                                   -----------------------------
                                   Christopher H. Atayan,
                                   Chief Executive Officer
                                    and Vice Chairman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ext312acp302cert.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
                           EXHIBIT 31.2
                           ------------

                           CERTIFICATION
                           -------------

I, Andrew C. Plummer, certify that:

1.  I have reviewed this annual report on Form 10-K/A of AMCON Distributing
Company;

2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we
have:

    a.  designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known
        to us by others within those entities, particularly during the
        period in which this annual report is being prepared;

    b.  evaluated the effectiveness of the registrant's disclosure controls
        and procedures and presented in this report our conclusions about
        the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this report based on such
        evaluation; and

    c.  disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the
        registrant's most recent fiscal quarter (the registrants' fiscal
        fourth quarter in the case of an annual report) that has materially
        affected, or is reasonably likely to materially affect, the
        registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal controls over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):

    a.  all significant deficiencies and material weaknesses in the design
        or operation of internal controls over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and



    b.  any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's
        internal control over financial reporting.



Date: May 23, 2007               /s/ Andrew C. Plummer
                                 ---------------------------------
                                 Andrew C. Plummer, Vice President
                                  and Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>ex321cha302cert.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
                               EXHIBIT 32.1
                               ------------

                               CERTIFICATION
                      PURSUANT TO 18 U.S.C. SECTION 1350

   AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K/A (the
"Report") of AMCON Distributing Company (the "Company") for the fiscal year
ended September 30, 2006, I, Christopher H. Atayan, Chief Executive Officer
and Principal Executive Officer of the Company, hereby certify pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to my knowledge, that:

    (1)the Report fully complies with the requirements of Section 13(a) or
       15(d) of the Securities Exchange Act of 1934; and

    (2)the information contained in the Report fairly presents, in all
       material respects, the financial condition and results of operations
       of the Company.


Date: May 23, 2007           /s/ Christopher H. Atayan
                             ------------------------------
                             Title: Chief Executive Officer
                              and Vice Chairman



A signed original of this written statement required by Section 906 has been
provided to AMCON Distributing Company and will be retained by AMCON
Distributing Company and furnished to the Securities and Exchange Commission
or its staff upon request.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>ex322acp302cert.txt
<DESCRIPTION>EXHIBIT 32.2
<TEXT>
                               EXHIBIT 32.2
                               ------------

                              CERTIFICATION
                     PURSUANT TO 18 U.S.C. SECTION 1350

    AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K/A (the
"Report") of AMCON Distributing Company (the "Company") for the fiscal year
ended September 30, 2006, I, Andrew C. Plummer, Vice President and Acting
Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to my knowledge, that:

    (1)the Report fully complies with the requirements of Section 13(a) or
       15(d) of the Securities Exchange Act of 1934; and

    (2)the information contained in the Report fairly presents, in all
       material respects, the financial condition and results of operations
       of the Company.


Date: May 23, 2007            /s/ Andrew C. Plummer
                              -------------------------
                              Title: Vice President and
                               Chief Financial Officer



A signed original of this written statement required by Section 906 has been
provided to AMCON Distributing Company and will be retained by AMCON
Distributing Company and furnished to the Securities and Exchange Commission
or its staff upon request.























</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
