UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

/X/  Quarterly report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the quarterly period ended December 31, 2005

                                     OR

/ /  Transition report pursuant to section 13 or 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)

Registrant's telephone number, including area code: (402) 331-3727
                                                    --------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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            No     X
                             -------       -------
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
                       ----                  ----                        ----

The Registrant had 527,062 shares of its $.01 par value common stock
outstanding as of September 25, 2006.




                                                                Form 10-Q
                                                               1st Quarter


                                INDEX
                               -------

                                                                        PAGE
                                                                        ----
PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements:
          --------------------------------------------
          Condensed consolidated balance sheets at
          December 31, 2005 (unaudited)and September 30, 2005             3

          Condensed consolidated unaudited statements of operations
          for the three months ended December 31, 2005 and
          2004 (as restated)                                              4

          Condensed consolidated unaudited statements of cash flows
          for the three months ended December 31, 2005 and
          2004 (as restated)                                              5

          Notes to condensed consolidated unaudited
          financial statements                                            6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                  26

Item 3.   Quantitative and Qualitative Disclosures About Market Risk     37

Item 4.   Controls and Procedures                                        38

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                              40

Item 1A.  Risk Factors                                                   40

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds    40

Item 3.   Defaults Upon Senior Securities                                40

Item 4.   Submission of Matters to a Vote of Security Holders            40

Item 5.   Other Information                                              40

Item 6.   Exhibits                                                       41






                                     2




PART I -  FINANCIAL INFORMATION
Item 1.   Financial Statements
<Table>
<Caption>
                               AMCON Distributing Company and Subsidiaries
                                  Condensed Consolidated Balance Sheets
                                December 31, 2005 and September 30, 2005
-------------------------------------------------------------------------------------------------------
                                                                    December 2005     September 2005
                                                                     (Unaudited)
                                                                     ------------     --------------
<S>                                                                       <C>                <C>
                  ASSETS
Current assets:
  Cash                                                               $  1,531,932       $    546,273
  Accounts receivable, less allowance for doubtful
    accounts of $0.6 million and $0.6 million, respectively            26,542,129         28,650,183
  Inventories                                                          29,084,580         24,640,522
  Deferred income taxes                                                 1,642,212          1,642,212
  Current assets of discontinued operations                                   379              2,988
  Prepaid and other current assets                                      4,728,658          5,316,065
                                                                     ------------       ------------
       Total current assets                                            63,529,890         60,798,243

Property and equipment                                                 17,200,258         17,637,810
Deferred income taxes                                                   6,843,926          6,300,503
Goodwill                                                                5,848,808          5,848,808
Other intangible assets                                                 3,454,601          3,464,534
Other assets                                                            1,266,735          1,258,899
                                                                     ------------       ------------
                                                                     $ 98,144,218       $ 95,308,797
                                                                     ============       ============
       LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
  Accounts payable                                                   $ 19,614,014       $ 17,701,544
  Accrued expenses                                                      4,992,323          5,510,371
  Accrued wages, salaries and bonuses                                     877,201          1,707,687
  Income taxes payable                                                          -            118,798
  Current liabilities of discontinued operations                          526,397            536,026
  Current portion of revolving credit facility                          1,432,000          1,432,000
  Current portion of long-term debt                                     1,259,013          1,219,295
  Current portion of long-term debt due related party                   2,750,000          2,000,000
                                                                     ------------       ------------
       Total current liabilities                                       31,450,948         30,225,721
                                                                     ------------       ------------

Revolving credit facility, less current portion                        50,925,182         47,730,388
Water royalty, in perpetuity                                            2,807,000          2,807,000
Long-term debt, less current portion                                   10,158,446         10,478,116
Minority interest                                                               -                  -

Series A cumulative, convertible preferred stock, $.01 par value
   100,000 shares authorized and issued, liquidation preference
   $25.00 per share                                                     2,438,355          2,438,355

Series B cumulative, convertible preferred stock, $.01 par value
   80,000 shares authorized and issued, liquidation preference
   $25.00 per share                                                     1,857,645          1,857,645

Commitments and contingencies (Note 12)

Shareholders' equity (deficiency):
  Preferred stock, $.01 par, 1,000,000 shares authorized,
    none outstanding                                                            -                  -
  Common stock, $.01 par value, 3,000,000
    shares authorized, 527,062 shares outstanding                           5,271              5,271
  Additional paid-in capital                                            6,233,476          6,218,476
  Accumulated other comprehensive income,
    net of tax of $0.1 million in 2005 and 2004                            83,165            101,294
  Accumulated deficit                                                  (7,815,270)        (6,553,469)
                                                                     ------------       ------------
          Total shareholders' deficiency                               (1,493,358)          (228,428)
                                                                     ------------       ------------
                                                                     $ 98,144,218       $ 95,308,797
                                                                     ============       ============

The accompanying notes are an integral part of these condensed consolidated unaudited financial
statements.
</TABLE>

                                   3
<TABLE>
<Caption>
                                AMCON Distributing Company and Subsidiaries
                          Condensed Consolidated Unaudited Statements of Operations
                            for the three months ended December 31, 2005 and 2004
----------------------------------------------------------------------------------------------------------
                                                                               2005             2004
                                                                                            (As restated
                                                                                             see notes
                                                                                             1 and 13)
                                                                           -------------    -------------
<S>                                                                            <C>              <C>
Sales (including excise taxes of
 $48.2 million and $49.6 million,
 respectively)                                                             $ 200,652,786    $ 214,386,628

Cost of sales                                                                186,897,247      199,033,405
                                                                           -------------    -------------
Gross profit                                                                  13,755,539       15,353,223
                                                                           -------------    -------------

Selling, general and administrative expenses                                  13,737,567       13,933,125
Depreciation and amortization                                                    542,030          662,766
                                                                           -------------    -------------
                                                                              14,279,597       14,595,891
                                                                           -------------    -------------
Operating (loss) income                                                         (524,058)         757,332
                                                                           -------------    -------------
Other expense (income):
   Interest expense                                                            1,239,481        1,076,082
   Other income, net                                                             (20,781)         (59,389)
                                                                           -------------    -------------
                                                                               1,218,700        1,016,693
                                                                           -------------    -------------
Loss from continuing operations
  before income taxes                                                         (1,742,758)        (259,361)

Income tax benefit                                                              (635,000)         (65,000)

Minority interest                                                                      -          (97,100)
                                                                           -------------    -------------
Loss from continuing operations                                               (1,107,758)         (97,261)

Loss from discontinued operations, net of
 income tax benefit of $0.2 million in 2004                                      (79,176)        (366,782)
                                                                           -------------    -------------
Net loss                                                                      (1,186,934)        (464,043)

Preferred stock dividend requirements                                            (74,867)         (72,481)
                                                                           -------------    -------------
Net loss available to common shareholders                                  $  (1,261,801)   $    (536,524)
                                                                           =============    =============
   Basic (loss) earnings per share
     available to common shareholders:
      Continuing operations                                                $       (2.24)   $       (0.32)
      Discontinued operations                                                      (0.15)           (0.70)
                                                                           -------------    -------------
      Net basic (loss) earnings per share
       available to common shareholders                                    $       (2.39)   $       (1.02)
                                                                           =============    =============
   Diluted (loss) earnings per share
     available to common shareholders:
      Continuing operations                                                $       (2.24)   $       (0.32)
      Discontinued operations                                                      (0.15)           (0.70)
                                                                           -------------    -------------
      Net diluted (loss) earnings per share
        available to common shareholders                                   $       (2.39)   $       (1.02)
                                                                           =============    =============

Weighted average shares outstanding:
  Basic                                                                          527,062          527,062
  Diluted                                                                        527,062          527,062


The accompanying notes are an integral part of these condensed consolidated unaudited financial
statements.
</TABLE>


                                4


<TABLE>
<Caption>
                                AMCON Distributing Company and Subsidiaries
                         Condensed Consolidated Unaudited Statements of Cash Flows
                             for the three months ended December 31, 2005 and 2004
----------------------------------------------------------------------------------------------------------
                                                                                2005            2004
                                                                                            As restated
                                                                                            See Notes 1
                                                                                               And 13
                                                                            ------------    ------------
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                  $ (1,186,934)   $   (464,043)
  Deduct: Loss from discontinued operations, net of tax                          (79,176)       (366,782)
                                                                            ------------    ------------
 Loss from continuing operations                                              (1,107,758)        (97,261)

  Adjustments to reconcile loss from
   continuing operations to net cash flows
   from operating activities:
     Depreciation                                                                586,559         656,294
     Stock based compensation                                                     15,000               -
     Amortization                                                                  9,933          60,936
    (Gain) loss on sale of property and equipment                                  3,036          (7,082)
     Deferred income taxes                                                      (543,423)       (277,224)
     Provision for losses on doubtful accounts                                         -          51,537
     Provision for losses on inventory obsolescence                               89,521          99,111
     Minority interest                                                                 -         (97,100)

  Changes in assets and liabilities,
   net of effect of acquisitions:
     Accounts receivable                                                       2,108,054       2,618,764
     Inventories                                                              (4,533,579)        109,203
     Other current assets                                                        569,278        (456,528)
     Other assets                                                                 (7,836)         80,247
     Accounts payable                                                          1,912,470      (5,593,757)
     Accrued expenses and accrued wages, salaries and bonuses                 (1,378,534)      1,062,542
     Income taxes payable and receivable                                        (118,798)        206,786
                                                                            ------------    ------------
Net cash flows from operating activities - continuing operations              (2,396,077)     (1,583,532)
Net cash flows from operating activities - discontinued operations               (86,196)       (645,880)
                                                                            ------------    ------------
Net cash flows from operating activities                                      (2,482,273)     (2,229,412)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                           (151,642)     (1,520,843)
  Proceeds from sales of property and equipment                                   29,599          16,500
  Other                                                                                -          (6,476)
                                                                            ------------    ------------
  Net cash flows from investing activities - continuing operations              (122,043)     (1,510,819)
  Net cash flows from investing activities - discontinued operations                   -         (21,569)
                                                                            ------------    ------------
  Net cash flows from investing activities                                      (122,043)     (1,532,388)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings on revolving credit facility                                  3,194,794      13,621,209
  Net proceeds from preferred stock issuance                                           -       1,857,645
  Proceeds from borrowings of long-term debt                                     750,000       1,272,667
  Dividends paid on preferred stock                                              (74,867)        (72,481)
  Principal payments on long-term debt and subordinated debt                    (279,952)    (11,146,920)
  Debt issue costs                                                                     -        (446,643)
                                                                            ------------    ------------
  Net cash flows from financing activities - continuing operations             3,589,975       5,085,477
  Net cash flows from financing activities - discontinued operations                   -        (835,080)
                                                                            ------------    ------------
  Net cash flows from financing activities                                     3,589,975       4,250,397

Net change in cash                                                               985,659         488,597

Cash, beginning of period                                                        546,273         416,073
                                                                            ------------    ------------
Cash, end of period                                                         $  1,531,932    $    904,670
                                                                            ============    ============
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                                  $  1,162,291    $  1,012,476
  Cash (refunded) paid during the period
    for income taxes                                                             (26,890)       (206,786)

The accompanying notes are an integral part of these condensed consolidated unaudited financial
statements.                           5
</TABLE>

                  AMCON Distributing Company and Subsidiaries
         Notes to Condensed Consolidated Unaudited Financial Statements
                          December 31, 2005 and 2004
----------------------------------------------------------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION:

AMCON Distributing Company and Subsidiaries ("AMCON" and "the Company") is
primarily engaged in the wholesale distribution of consumer products in the
Great Plains and Rocky Mountain regions.  In addition, the Company operates
thirteen retail health food stores in Florida and the Midwest and a non-
alcoholic beverage business that includes a natural artesian water bottling
operation in the State of Hawaii and a geothermal water and natural mineral
supplement bottler in Idaho.

AMCON's wholesale distribution business ("ADC") includes five distribution
centers that sell approximately 13,000 different consumer products, including
cigarettes and tobacco products, candy and other confectionery, beverages,
groceries, paper products, health and beauty care products, frozen and
chilled products and institutional food service products.  The Company
distributes products primarily to retailers such as convenience stores,
discount and general merchandise stores, grocery stores and supermarkets,
drug stores and gas stations.  In addition, the Company services
institutional customers, including restaurants and bars, schools, sports
complexes and vendors, as well as other wholesalers.

AMCON also operates six retail health food stores in Florida under the name
Chamberlin's Market & Cafe (Chamberlin's) and seven in the Midwest under the
name Akin's Natural Foods Market (Akin's).  These stores carry natural
supplements, groceries, health and beauty care products and other food items.

In addition, AMCON operates a non-alcoholic beverage business which, at
December 31, 2005, consisted of Hawaiian Natural Water Company, Inc. ("HNWC")
and Trinity Springs, Inc. ("TSI").  HNWC bottles natural artesian water from
an exclusive source located on the Big Island of Hawaii and bottles purified
drinking water on the island of Oahu.  HNWC currently markets its products
primarily in the State of Hawaii, but has expanded marketing to the mainland
United States and certain international markets.  TSI bottled geothermal
water and a natural mineral supplement and distributed HNWC water products
and other premium beverages in the health food distribution channel.
As described further in Notes 2 and 14, TSI ceased on-going operations in
March 2006.

As previously disclosed in the Company's Fiscal 2005 Annual Report on
Form 10-K and described in Note 13 to the Condensed Consolidated Unaudited
Financial Statements, the financial statements for the three month fiscal
period ended December 31, 2004, included within this quarterly report, have
been restated.  The restatement reflects the impact of errors made in certain
interest expense allocations to The Beverage Group, Inc. ("TBG"), which
ceased operations in March 2005, and inventory production accounting errors
made at HNWC during, both of which occurred in fiscal 2005.

Results for the interim period are not necessarily indicative of results to
be expected for the entire year.



                                   6



The accompanying condensed consolidated unaudited financial statements
include the accounts of AMCON.  As a result of its 85% ownership in TSI, the
Company has included its operating results in the accompanying consolidated
financial statements and has presented the 15% non-owned interest in this
subsidiary as a minority interest.  However, the Company suspended the
allocation of TSI's losses to minority shareholders once their basis was
reduced to zero because the minority shareholders have not guaranteed TSI's
debt or committed additional capital to TSI.  As described further in Note
12, the Company is currently involved in litigation regarding its ownership
of the assets acquired by TSI.  Given the uncertainty surrounding the
potential rescission alternatives and the relative accounting ramifications,
the Company engaged independent legal counsel to review the case documents
and to provide Management an opinion regarding the ownership of TSI's assets
as of September 30, 2005.  Independent legal counsel concluded that the court
has not taken any action to divest TSI of its ownership of the acquired
assets and accordingly, to the extent that TSI owned the assets immediately
prior to the issuance of the court order as discussed in Note 12, and has not
otherwise transferred the assets, TSI continues to own the assets.  As a
result, the Company continues to account for TSI as a consolidated
subsidiary.

All significant intercompany transactions and balances have been eliminated
in consolidation.  Certain information and footnote disclosures normally
included in our annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
In the opinion of Management, the accompanying condensed consolidated
unaudited financial statements contain all adjustments necessary to fairly
present the financial information included therein, such adjustments
consisting of normal recurring items.  The Company believes that although the
disclosures are adequate to prevent the information presented from being
misleading, these condensed consolidated unaudited financial statements
should be read in conjunction with the Company's annual audited consolidated
financial statements for the year ended September 30, 2005, as filed with the
Securities and Exchange Commission on Form 10-K ("2005 Annual Report").

For convenience, the first fiscal quarters of 2006 and 2005 have been
referred to throughout this quarterly report as December 2005 and 2004,
respectively.  During the first quarter of fiscal 2005, the Company changed
its reporting period from a 52-53 week year ending on the last Friday in
September to a calendar month reporting period ending on September 30.
As a result of this change, the first quarter of fiscal 2005 includes
14 weeks of operations compared to 13 weeks of operations in the first
quarter of fiscal 2006.  The additional week of operations in fiscal 2005
increased sales, gross profit and net income by approximately $14.3 million,
$0.8 million and $0.1 million, respectively.

Stock-based Compensation
------------------------
Prior to its expiration in June 2004, AMCON maintained a stock-based
compensation plan which provided that the Compensation Committee of the Board
of Directors granted incentive stock options and non-qualified stock options.

                                   7






On October 1, 2005, the Company adopted SFAS No. 123 (revised 2004) (SFAS
123R), Shared Based Payment.  The Company chose to apply the modified
prospective transition method as permitted by SFAS 123(R)and therefore has
not restated prior periods.  Under this transition method, compensation cost
associated with employee stock options recognized in the quarter ended
December 31, 2005 includes amortization related to the remaining unvested
portion of stock option awards granted prior to September 30, 2005.
Accordingly, the Company recorded $15,000 of compensation expense (included
in selling, general and administrative expenses) in the quarter ended
December 31, 2005 related to stock options.  Prior to the adoption of SFAS
123(R), the Company accounted for these plans under APB Opinion 25,
Accounting for Stock Issued to Employees, and related Interpretations.  Under
APB Opinion 25, no compensation cost associated with stock options was
reflected in net (loss) income available to common shareholders, as all
options granted under these plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.

The following table illustrates the effect on net income and earnings per
share for the quarter ended December 31, 2004, if the Company had applied the
fair value recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                   For the three months
                                                      ended December
                                                        -----------
                                                            2004
                                                        -----------
<S>                                                         <C>
Net (loss) earnings available to
common shareholders
===============================

Net loss available to
 common shareholders, as reported                       $  (536,524)

Deduct: Total stock-based employee
  compensation expense determined
  under fair value based method
  for all awards, net of related
  tax effects                                               (22,594)
                                                        -----------
Pro forma net (loss)                                    $  (559,118)
                                                        ===========

Net (loss) earnings per share available to
common shareholders
=========================================

As reported: Basic                                      $     (1.02)
                                                        ===========
             Diluted                                    $     (1.02)
                                                        ===========

Pro forma:   Basic                                      $     (1.06)
                                                        ===========
             Diluted                                    $     (1.06)
                                                        ===========
</TABLE>




                                   8





2.  DISPOSITIONS

The Beverage Group, Inc.
------------------------
Effective March 31, 2005, the Company's subsidiary, The Beverage Group, Inc.
("TBG") which represented the beverage marketing and distribution component
of the beverage segment, ceased on-going operations due to recurring losses
since its inception in December 2002.  At that time all TBG employees were
terminated and the Company outsourced various responsibilities in order to
maximize the value of the assets by collecting receivables and evaluating its
payables.  Our water bottling manufacturing subsidiaries in Hawaii (HNWC) and
Idaho (TSI) are also part of the Company's beverage segment.  HNWC and TSI
were not affected by the closure of TBG's operations.  However, TSI also
ceased on-going operations in March 2006 for reasons unrelated to the closure
of TBG as discussed in Note 14.  TSI has been included in continuing
operations for the fiscal period ended December 31, 2005 as its business
operations were in active production during this period.

The TBG transaction has been reflected in discontinued operations in the
condensed consolidated unaudited financial statements in accordance with SFAS
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets",
as it represents a component of an entity in which the operations and cash
flows have (or will be) eliminated from the ongoing operations and the
Company will not have any significant continuing involvement in the
operations of TBG.

Sales from the discontinued operations, which have been excluded from income
(loss) from continuing operations in the accompanying condensed consolidated
unaudited statements of operations for the three month periods ended
December 31, 2005 and 2004, are presented as follows.  The effects of the
discontinued operations on net (loss) income available to common shareholders
and per share data are reflected within the accompanying condensed
consolidated unaudited statements of operations.

<Table>
<Caption>
                                            Three months
                                           ended December
                                     --------------------------
                                        2005          2004
                                     -----------   ------------
<S>                                       <C>           <C>
Sales                                $    30,412   $    791,839
Income tax benefit                       (43,000)      (247,000)
Loss from discontinued operations        (79,176)      (366,782)

</Table>









                                   9



The carrying amount of the major classes of assets and liabilities that are
included in the disposal group are as follows (in millions):

<Table>
<Caption>
                                                           December              September
                                                             2005                  2005
                                                          ----------            ----------
<S>                                                          <C>                    <C>
Total assets of discontinued operations                   $        -            $        -
                                                          ==========            ==========

Accounts payable                                          $      0.4            $      0.4
Accrued expenses                                                 0.1                   0.1
                                                          ----------            ----------
Total liabilities of discontinued operations              $      0.5            $      0.5
                                                          ==========            ==========
</Table>

3.  CONVERTIBLE PREFERRED STOCK

The Company has Series A and Series B Convertible Preferred Stock
(collectively, "The Preferred Stock") outstanding as of December 2005 that
was issued in June 2004 and October 2004, respectively.  The Series A
Convertible Preferred Stock ("Series A Preferred") was issued at $2.5 million
and the Series B Convertible Preferred Stock ("Series B Preferred") was
issued at $2.0 million.  A summary of the significant terms is as follows:


                                     Series A                Series B
                                   -------------          ---------------
Date of issuance:                  June 17, 2004          October 8, 2004
Par value (gross proceeds):           $2,500,000               $2,000,000
Number of shares:                        100,000                   80,000
Liquidation preference per share:         $25.00                   $25.00
Conversion price per share:               $30.31                   $24.65
Number of common shares in
 which to be converted:                   82,481                   81,136
Dividend rate:                            6.785%                   6.370%

The Preferred Stock are convertible at any time by the holders into a number
of shares of AMCON common stock equal to the number of Preferred Shares being
converted times a fraction equal to $25.00 divided by the conversion price.
The conversion price is subject to customary adjustments in the event of
stock splits, stock dividends and certain other distributions on the Common
Stock.  Cumulative dividends on the Series A and Series B Preferred are
payable in arrears, when, as and if declared by the Board of Directors, on
March 31, June 30, September 30 and December 31 of each year.

In the event of a liquidation of the Company, the holders of the The
Preferred Stock are entitled to receive the Liquidation Preference plus any
accrued and unpaid dividends prior to the distribution of any amount to the
holders of the Common Stock.  The Preferred Stock also contain redemption
features in certain circumstances such as a change of control, minimum
thresholds of ownership by the Chairman and his family in AMCON, or
bankruptcy.  The Preferred Stock are optionally redeemable by the Company
beginning on the second anniversary of the issuance date at a redemption
price equal to 112% of the Liquidation Preference.  The redemption price
decreases 1% annually thereafter until the redemption price equals the


                                   10
Liquidation Preference after which date it remains the Liquidation
Preference.

The Company believes that redemption of these securities by the holders is
not probable based on the following evaluation.  Our executive officers and
directors as a group own approximately 60% of the outstanding common stock as
of December 31, 2005.  Mr. William Wright, who has been AMCON's Chairman of
the Board and Chief Executive Officer from the time AMCON was originally
founded, beneficially owns 29% of the outstanding common stock without giving
effect to shares owned by his adult children at the end of fiscal 2005.
There is an identity of interest among AMCON, its officers, and directors for
purposes of determining whether the triggering redemption events described
above are within the control of AMCON since AMCON can only make decisions on
control or other matters through those persons.  Moreover, the Series A
Preferred Stock is owned by Mr. Wright and a private equity firm of which
Mr. Petersen, one of our long-standing directors, is a significant
shareholder and Mr. Jeremy Hobbs, a recently appointed director of the
Company, is its Chief Executive Officer.

Additionally, the Series B Preferred Stock is owned by an institutional
investor which has elected Mr. Chris Atayan, now AMCON's Vice Chairman and
Chief Corporate Officer, to AMCON's Board of Directors pursuant to voting
rights in the Certificate of Designation creating the Series B Preferred
Stock.  The Preferred Stock is thus in friendly hands with no expectation
that there would be any effort by the holders of such preferred stock to seek
optional redemption without the Board being supportive of the events that may
trigger that right.  Additionally, the Company's credit facility prohibits
the redemption of the Series A and B Preferred Stock.

In view of the foregoing considerations, the Company believes it is
not probable under Rule 5-02.28 of Regulation S-X that The Preferred Stock
will become redeemable in the future.

As described further in Note 14, in March 2006 the Company also issued 80,000
shares, or $2.0 million, of Series C Convertible Preferred Stock to Draupnir
Capital, LLC.  The Company's credit facility only permits the redemption of
the Series C Preferred Stock so long as no event of default is in existence
at the time of, or would occur after giving effect to, any such redemption,
and the Company has excess availability under the credit facility of not less
than $2.0 million after giving effect to any such redemption.

4.  INVENTORIES:

Inventories consisted of the following at December 2005 and September 2005:

                                December        September
                                  2005            2005
                              ------------    ------------
      Finished goods          $ 33,106,090    $ 28,748,061
      Raw materials                947,256         740,762
      LIFO reserve              (4,968,766)     (4,848,301)
                              ------------    ------------
                              $ 29,084,580    $ 24,640,522
                              ============    ============



                                   11

The wholesale distribution and retail health food segment inventories consist
of finished products purchased in bulk quantities to be redistributed to the
Company's customers or sold at retail.  The wholesale distribution operations
inventories are stated at the lower of cost (last-in, first-out or "LIFO"
method) or market and consist of the cost of finished goods.  The retail
health food operation utilizes the retail inventory method of accounting
stated at the lower of cost (LIFO) or market and consists of the costs of
finished goods.  The beverage operation's inventories are stated at the lower
of cost (LIFO) or market and consist of raw materials and finished goods.
The beverage operation's finished goods inventory includes raw materials,
related plant labor and manufacturing overhead costs to convert raw materials
to finished goods.  Raw materials inventory consists of pre-forms used to
make bottles, caps, labels and various packaging and shipping materials.  The
LIFO reserves at December 2005 and September 2005 represent the amount by
which LIFO inventories were less than the amount of such inventories valued
on a first-in, first-out basis, respectively.  The  allowance for obsolete
inventory of $0.8 million and $0.6 million at December 2005 and September
2005, respectively, reflects estimated unsaleable or   non-refundable
inventory based upon an evaluation of slow moving and discontinued products.

5.  GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill by reporting segment at December 2005 and September 2005 was as
follows:


<TABLE>
<Caption>
                                                         December       September
                                                           2005            2005
                                                       ------------    ------------
<S>                                                         <C>            <C>
Wholesale                                              $  3,935,931    $  3,935,931
Retail                                                    1,912,877       1,912,877
                                                       ------------    ------------
                                                       $  5,848,808     $ 5,848,808
                                                       ============    ============
</TABLE>

Other intangible assets at December 2005 and September 2005 consisted of the
following:

<TABLE>
<Caption>
                                                         December       September
                                                           2005            2005
                                                       ------------    ------------
<S>                                                        <C>             <C>
Trademarks and tradenames                              $  3,358,269    $  3,358,269
Favorable leases (less accumulated
  amortization of $389,668 and $379,735)                     96,332         106,265
                                                       ------------    ------------
                                                       $  3,454,601    $  3,464,534
                                                       ============    ============

</TABLE>




                                   12



Goodwill, trademarks and tradenames are considered to have indefinite useful
lives and therefore no amortization has been taken on these assets.  The
Company performs an annual impairment testing of goodwill and other
intangible assets after the completion of its third fiscal quarter.

Amortization expense for intangible assets that are considered to have finite
lives was $9,933 and $60,936 for the fiscal quarters ended December 2005 and
December 2004, respectively.

Amortization expense related to intangible assets held at December 2005 for
each of the five years subsequent to September 2005 is estimated to be as
follows:

<TABLE>
<Caption>
                                Fiscal      Fiscal      Fiscal     Fiscal     Fiscal
                                 2006 /1/    2007        2008       2009       2010
                               ---------   ---------   --------   --------   --------
<S>                               <C>         <C>        <C>        <C>        <C>

Favorable leases                  30,000      40,000     26,000          -          -
                               =========   =========   ========   ========   ========
</TABLE>

/1/ Fiscal 2006 amortization represents amortization of amortizable
intangible assets for the remaining nine months of Fiscal 2006.

6.  EARNINGS (LOSS) PER SHARE:

Basic earnings (loss) per share available to common shareholders is
calculated by dividing income (loss) from continuing operations less
preferred stock dividend requirements and loss from discontinued operations
by the weighted average common shares outstanding for each period.  Diluted
earnings (loss) per share available to common shareholders is calculated by
dividing income (loss) from continuing operations less preferred stock
dividend requirements (when anti-dilutive) and loss from discontinued
operations by the sum of the weighted average common shares outstanding and
the weighted average dilutive options, using the treasury stock method.

Stock options and potential common stock outstanding at December 2005 and
2004 that were anti-dilutive were not included in the computations of diluted
earnings per share.  Such potential common shares totaled 193,742 with an
average exercise price of $29.09 and 31,440 with an average exercise price of
$39.75, respectively.



                                   13












<TABLE>
<CAPTION>
                                               For the three months ended December
                                      -------------------------------------------------------
                                                2005                           2004
                                      -------------------------     -------------------------
                                         Basic        Diluted          Basic        Diluted
                                      -----------   -----------     -----------   -----------
<S>                                        <C>           <C>             <C>          <C>
1.  Weighted average common
     shares outstanding                   527,062       527,062         527,062      527,062
2.  Weighted average of net
     additional shares outstanding
     assuming dilutive options
     exercised and proceeds
     used to purchase treasury
     stock                                      -             -               -            -
                                      -----------   -----------     -----------  -----------
3.  Weighted average number of
     shares outstanding                   527,062       527,062         527,062      527,062
                                      ===========   ===========     ===========  ===========

4.  Loss from continuing operations   $(1,107,758)  $(1,107,758)    $   (97,261)  $  (97,261)

    Deduct: preferred stock
     dividend requirements                (74,867)      (74,867)        (72,481)     (72,481)
                                      -----------   -----------     -----------  -----------
                                       (1,182,625)   (1,182,625)       (169,742)    (169,742)
                                      ===========   ===========     ===========  ===========
5.  Loss from discontinued
     operations                       $   (79,176)  $   (79,176)    $  (366,782) $  (366,782)
                                      ===========   ===========     ===========  ===========

6.  Net loss available
     to common shareholders           $(1,261,801)  $(1,261,801)    $  (536,524) $  (536,524)
                                      ===========   ===========     ===========  ===========
7.  Loss per share from
     continuing operations            $     (2.24)  $     (2.24)    $     (0.32) $     (0.32)
                                      ===========   ===========     ===========  ===========
8.  Loss per share from
     discontinued operations          $     (0.15)  $     (0.15)    $     (0.70) $     (0.70)
                                      ===========   ===========     ===========  ===========
9.  Loss per share available
     to common shareholders           $     (2.39)  $     (2.39)    $     (1.02) $     (1.02)
                                      ===========   ===========     ===========  ===========

</TABLE>










                                   14









7.  COMPREHENSIVE INCOME (LOSS):

The following is a reconciliation of net loss per the accompanying condensed
consolidated unaudited statements of operations to comprehensive loss for the
periods indicated:

<TABLE>
<CAPTION>
                                                  For the three months
                                                     ended December
                                               -------------------------
                                                   2005          2004
                                               -----------   -----------
<S>                                                <C>           <C>
Net loss                                       $(1,186,934)  $  (464,043)

Other comprehensive income:
 Interest rate swap valuation
  adjustment, net of income tax
  benefit (expense) of $11,000 and
   ($25,000), respectively                         (18,129)       40,423
                                               -----------   -----------
Comprehensive loss                             $(1,205,063)  $  (423,620)
                                               ===========   ===========

</TABLE>

The accumulated balances for each classification of accumulated comprehensive
income (loss) is as follows:

<TABLE>
<Caption>
                                        Interest
                                        rate swap
                                         mark-to
                                         -market
                                        ---------
<S>                                        <C>
Balance, September 30, 2005             $ 101,294
Current period change                     (18,129)
                                        ---------
Balance, December 31, 2005              $  83,165
                                        =========
</TABLE>


8.  DEBT

Credit Agreement
----------------
The Company's credit agreement (the "Facility") provides for a $55.0 million
credit limit consisting of a $53.8 million revolving credit line and a $1.2
million term note ("Term Note A").  As payments are made on Term Note A, the
revolving credit limit increases accordingly to a maximum of $55.0 million.
At December 31, 2005, the credit limit on the revolving portion of the
Facility was $54.1 million.  In addition, the Facility provides for a separate
term loan in the initial amount of $5.0 million ("Term Note B").

The Facility, which expires in April 2007, includes lending limits subject to
accounts receivable and inventory limitations, an unused commitment fee equal
to 0.25% per annum on the difference between the maximum loan limit and
average monthly borrowing for the month and financial covenants.

                                   15

The significant provisions on the Facility are as follows:

   - Inclusion of the subsidiaries as part of the Facility.

   - Inclusion of Term Note A within the $55.0 million revolving limit that
     is amortized in equal monthly installments over 60 months.

   - Replacement of the LIBOR interest rate borrowing option (LIBOR plus
     2.50%) on the revolving portion of the Facility and the $1.2 million
     term loan with the bank's base rate, except for $10.0 million of
     the Facility that corresponds with the Company's remaining interest
     rate swap agreement which will remain at LIBOR plus 2.50%.

   - Inclusion of a prepayment penalty of $0.3 million should the loans be
     paid off prior to September 30, 2006.

The Facility contains covenants that (i) restrict permitted investments, (ii)
restrict intercompany advances to certain subsidiaries , (iii) restrict
incurrence of additional debt, (iv) restrict mergers and acquisitions and
changes in business or conduct of business and (v) require the maintenance of
certain financial ratios and net worth levels including an average annual
fixed charge ratio of 0.7 to 1.0, and a minimum tangible net worth of $1.5
million through September 2005 and $2.5 million thereafter.  The Facility also
provides that the Company may not pay dividends on its common stock in excess
of $0.72 per share on an annual basis.

Because the Company was unable to comply with the fixed charge ratio and
minimum tangible net worth financial covenants, as amended, at various times
throughout the year, the participating lenders agreed to suspend such
covenants through December 31, 2005.  Further, as described in Note 14, the
Company and the participating lenders further amended the Credit Facility in
January 2006 to replace all existing financial covenants with only a financial
covenant that requires minimum levels of earnings before interest, taxes,
depreciation and amortization as well as certain other requirements.

The Facility also provides for a "springing" lock-box arrangement, under
which, the Company maintains a lock-box from which it may apply cash receipts
to any corporate purpose so long as it is not in default under the Facility.
The bank maintains a security interest in the Company's lock-box and, upon the
occurrence of default may redirect funds from the lock-box to a loan account
in the name of the lenders on a daily basis and apply the funds against the
revolving loan balance.

As of December 31, 2005, the outstanding balance on the Facility was $49.6
million, including Term Note A.  The Facility bears interest at the bank's
base rate, which was 7.25% as of December 31, 2005, and is collateralized by
all of the Company's equipment, intangibles, inventories, and accounts
receivable.

The outstanding balance on Term Note B was $2.8 million at December 2005.
It bears interest at the bank's base rate, plus 2.0%, which was 9.25% as of
December 31, 2005, and was originally payable in equal monthly installments of
$0.3 million.  As described in Note 14, the monthly payments on Term Note B
have subsequently been reduced to $0.1 million per month until paid in full.


                                   16

The Company's Chairman has personally guaranteed repayment of up to $10.0
million ($7.8 million as of December 31, 2005) of the combined amount of the
Facility and the term loans.  AMCON pays the Company's Chairman a fee equal to
2% per annum of the guaranteed principal then outstanding in return for the
personal guarantee.  This guarantee is secured by a pledge of the shares of
Chamberlin's Natural Foods, Inc., Health Food Associates, Inc., HNWC and TSI.

Cross Default and Co-Terminus Provisions
-----------------------------------------
The Company's owned real estate in Bismarck, ND, Quincy, IL, and Rapid City,
SD, and certain warehouse equipment in the Rapid City, SD warehouse is
financed through term loans with M&I Bank (formerly known as Gold Bank) (the
"M&I Loans"), who is also a participant lender on the Company's revolving line
of credit.  The M&I Loans contain cross default provisions which cause all
loans with M&I to be considered in default if any one of the loans where M&I
is a lender, including the revolving credit facility is in default.  Since M&I
approved waivers of the covenant violations in the Facility, the M&I Loans are
not in default.

In addition, the M&I Loans contain co-terminus provisions which require all
loans with M&I to be paid in full if any of the loans are paid in full prior
to the end of their specified terms.

Self-Insured Loss Control Program
---------------------------------
In connection with the Company's self-insured loss control program, AMCON has
issued a letter of credit in the amount of $1.0 million to its workers'
compensation insurance carrier.

Interest Rate Swap
------------------
The Company hedges its variable rate risk on $10.0 million of its borrowings
under the Facility by utilizing an interest rate swap agreement.  The variable
interest payable on this amount is subject to an interest rate swap agreement
which has the effect of converting this amount to a fixed rate of 4.87%.

Related Party Debt
------------------
As of December 2005, the Company's subsidiary, TSI, has the following debt
obligations payable to related parties:

  -   TSI owes a director of the Company, $1.0 million on a revolving credit
      facility extended to TSI in December 2004 with an interest rate of 8%
      per annum.  The director is secured by a second mortgage on TSI's real
      property on an equal basis with the Company's existing second mortgage
      on TSI's real property.  The revolving credit line matured on
      December 14, 2005 at which time principal and accrued interest were due.

   -  TSI owes $0.5 million as of December 2005 for a loan from a related
      party which is wholly-owned by three of the Company's directors
      (including the Chairman and the President) and another significant
      shareholder.  The note bears interest at 7% per annum.  The note was
      originally due June 15, 2005, and was subsequently extended to
      December 2005.


                                   17

   -  TSI obtained unsecured, subordinated loans totaling $500,000 in August
      2005, with a maturity of December 8, 2005.  Of the $500,000 in loan
      proceeds, $250,000 was from Aristide Investments, L.P., a California
      limited partnership (of which, William F. Wright, the Company's Chairman
      of the Board, Chief Executive Officer and largest stockholder, is a
      partner).  The other $250,000 in loan proceeds was from Draupnir, LLC,
      a Delaware limited partnership (of which, Allen D. Petersen and Jeremy
      W. Hobbs, two of the Company's directors, are members).  The loans bear
      interest at seven percent per annum.

   -  TSI also borrowed an additional $750,000 from Draupnir, LLC during the
      first fiscal quarter of 2006, bearing interest at a floating rate of
      300 basis points above the yield on ten year treasury notes,
      compounded annually and adjusted concurrently with any adjustments to
      the yield on ten year treasury notes.  The notes were due December 13,
      2005.

All of the aforementioned notes payable to related parties from TSI are in
default as of December 31, 2005.

9.  WATER ROYALTY

In connection with the assets purchased by the Company to form its subsidiary
TSI, the Company entered into an agreement with the former owners of those
assets, Crystal Paradise Holdings, Inc. (CPH).  The agreement calls for TSI to
pay CPH, in perpetuity, an amount equal to the greater of $0.03 per liter of
water extracted from the source or 4% of water revenues (as defined by the
purchase agreement) which is guaranteed by AMCON up to a maximum of $5.0
million, subject to a floor of $288,000 annually thereafter.  The Company has
recorded a $2.8 million liability for the present value of future minimum
water royalty payments and related brokers fees to be paid in perpetuity.

The water royalty is secured by a first priority security and mortgage on the
acquired assets, other than inventory and accounts receivable.  CPH retains
the right to receive any water royalty payment for the first five years in
shares of AMCON common stock up to a maximum of 41,666 shares.  The water
royalty can be cancelled after ten years have elapsed and the business of TSI
is sold to an unaffiliated third party, in which case the Seller would be
entitled to receive the appraised fair market value of the water royalty but
not less than $5.0 million.  The Company's Chairman has, in turn, guaranteed
AMCON in connection with AMCON's obligation for these payments.

10.  STOCK PLANS

Prior its expiration in June 2004, AMCON maintained a stock-based compensation
plan which provided that the Compensation Committee of the Board of Directors
granted incentive stock options and non-qualified stock options pursuant to
the Stock Option Plan of up to 550,000 shares.  In fiscal 2005, the
Compensation Committee evaluated various equity based compensation programs
and chose not to implement a new plan.


                                   18





The Company accounted for the stock option grants in accordance with
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees" using the intrinsic value method under which compensation
cost was measured by the excess, if any, of the fair market value of its
common stock on the date of grant over the exercise price of the stock option
using the Black-Scholes option pricing model.  Accordingly, stock-based
compensation cost related to stock option grants was not reflected in income
or loss as all options granted under the plan had an exercise price equal to
or above the market value of the underlying stock on the date of grant.
Options are generally granted at the stock's fair market value at date of
grant.  Options issued to shareholders holding 10% or more of the Company's
stock are generally issued at 110% of the stock's fair market value at date of
grant.

On October 1, 2005, the Company adopted SFAS No. 123R, Shared Based Payment
(SFAS 123R).  The Company chose to apply the modified prospective transition
method as permitted by SFAS 123R and therefore has not restated prior periods.
Under this transition method, compensation cost associated with employee stock
options recognized in the quarter ended December 31, 2005 includes
amortization related to the remaining unvested portion of stock options
granted prior to September 30, 2005.  At December 31, 2005, the amount of
unrecognized stock option compensation cost, to be recognized over a weighted
average period of 1.1 years, was approximately $59,000.

As a result of adopting SFAS 123R, net income before taxes included $15,000 of
share-based compensation expense for the quarter ended December 31, 2005.
At December 31, 2005, there were 33,066 options fully vested and exercisable
under the Stock Option Plan.  Options issued and outstanding to management
employees pursuant to the Stock Option Plan are summarized below:


                                           Number of           Number
         Date        Exercise Price   Options Outstanding   Exercisable
     ------------------------------------------------------------------
     Fiscal  1998       $ 15.68              14,672           14,672
     Fiscal  1999   $ 36.82 - $ 51.14        12,093           12,093
     Fiscal  2000       $ 34.50               4,416            4,416
     Fiscal  2003       $ 28.80               4,713            1,885
                                             ------           ------
                                             35,894           33,066
                                             ======           ======

At December 31, 2005, there were 8,188 options fully vested and exercisable
issued to outside directors outside the Stock Option Plan as summarized as
follows:

                                           Number of           Number
         Date        Exercise Price   Options Outstanding   Exercisable
     ------------------------------------------------------------------
     Fiscal  1998       $ 15.68               1,834            1,834
     Fiscal  1999   $ 36.82 - $ 49.09         3,852            3,852
     Fiscal  2002       $ 26.94               1,668            1,668
     Fiscal  2003       $ 28.26                 834              834
                                             ------           ------
                                              8,188            8,188
                                             ======           ======

                                   19

The stock options have varying vesting schedules ranging up to five years and
expire ten years after the date of grant.

Following is a summary of the activity of the stock plans during the quarter
ended December 31, 2005.

<TABLE>
<Caption>
                                            2005
                                      -----------------
                                               Weighted
                                       Number  Average
                                         of    Exercise
                                       Shares   Price
                                      -----------------
<S>                                      <C>      <C>
Outstanding at beginning of period      44,082   $30.43
   Granted                                   -        -
   Exercised                                 -        -
   Forfeited/Expired                         -        -
                                      -----------------
Outstanding at end of period            44,082   $30.43
                                      =================


Options exercisable at end of period    41,254
                                      ========
Shares available for options
   that may be granted                       -
                                      ========
Weighted-average grant date fair
   value of options granted during
   the period - exercise price equals
   stock market price at grant        $      -
                                      ========
Weighted-average grant date fair
   value of options granted during
   the period - exercise price exceeds
   stock market price at grant        $      -
                                      ========

</TABLE>

The following summarizes all stock options outstanding at December 31, 2005:

<Table>
<Caption>

                                                                                       Exercisable
                                             Remaining                        ----------------------------
                Exercise       Number     Weighted-Average  Weighted-Average    Number    Weighted-Average
                  Price      Outstanding  Contractual Life   Exercise Price   Exercisable   Exercise Price
              -------------  -----------  ----------------  ----------------  ----------- ----------------
<S>                <C>           <C>           <C>               <C>             <C>             <C>
1998 Options     $15.68        16,506        2.1 years          $15.68          16,506         $15.68
1999 Options  $36.82-$51.14    15,945        3.6 years          $45.53          15,945         $45.53
2000 Options     $34.50         4,416        4.7 years          $34.50           4,416         $34.50
2002 Options     $26.94         1,668        6.9 years          $26.94           1,668         $26.94
2003 Options  $28.26-$28.80     5,547        7.2 years          $28.72           2,719         $28.63
                               ------                           ------          ------         ------
                               44,082                           $30.43          41,254         $30.54
                               ======                           ======          ======         ======
</TABLE>







                                   20



11.  BUSINESS SEGMENTS

AMCON has three reportable business segments: the wholesale distribution of
consumer products, the retail sale of health and natural food products, and
the bottling and distribution of bottled water products.  The retail health
food stores' operations are aggregated to comprise the retail segment because
such operations have similar economic characteristics, as well as similar
characteristics with respect to the nature of products sold, the type and
class of customers for the health food products, and the methods used to sell
the products.  The operations of HNWC and TSI are aggregated in the beverage
segment because such operations have similar economic characteristics and the
nature of the products, as well as the methods used to sell and distribute the
products.  As discussed in Note 2, TBG, a business component of the beverage
segment ceased operations on March 31, 2005 and its assets have accordingly
been included in the "Other" column.  Also included in the "Other" column are
the charges incurred by the AMCON's Holding Company (The Holding Company).
The segments are evaluated on revenues, gross margins, operating income (loss)
and income before taxes.
<TABLE>
<CAPTION>
                                 Wholesale
                               Distribution       Retail         Beverage      Other /2/    Consolidated
                               -------------    -----------    -----------   ------------   -------------
<S>                                 <C>             <C>            <C>           <C>             <C>
QUARTER ENDED DECEMBER 2005:
External revenue:
 Cigarettes                    $ 144,438,366    $         -    $         -    $        -    $ 144,438,366
 Confectionery                    12,205,743              -              -             -       12,205,743
 Health food                               -      9,014,559              -             -        9,014,559
 Tobacco, beverage & other        32,558,413              -      2,435,705             -       34,994,118
                               -------------    -----------    -----------    ----------    -------------
  Total external revenue         189,202,522      9,014,559      2,435,705             -      200,652,786

Depreciation /1/                     304,536        164,256        117,767             -          586,559
Amortization                               -          9,933              -             -            9,933
Operating income (loss)            1,213,141        501,311     (1,422,447)     (816,063)        (524,058)
Interest expense                     374,244        408,687        356,612        99,938        1,239,481
Income (loss) from continuing
 operations before taxes             850,680        101,623     (1,779,059)     (916,002)      (1,742,758)
Total assets                      67,678,831     13,721,007     13,632,734     3,111,646       98,144,218
Capital expenditures                 102,755         31,116         17,771             -          151,642


QUARTER ENDED DECEMBER 2004:
External revenue:
 Cigarettes                    $ 155,561,138    $         -    $         -    $        -    $ 155,561,138
 Confectionery                    14,038,345              -              -             -       14,038,345
 Health food                               -      8,574,131              -             -        8,574,131
 Tobacco, beverage & other        34,240,324              -      2,013,796       (41,106)      36,213,014
                               -------------    -----------    -----------    ----------    -------------
  Total external revenue         203,839,807      8,574,131      2,013,796       (41,106)     214,386,628

Depreciation /1/                     291,298        194,531        170,465             -          656,294
Amortization                          21,657         17,583         21,696             -           60,936
Operating income (loss)            2,877,563        137,997     (1,636,846)     (621,382)         757,332
Interest expense                     155,848        401,501        243,440       275,293        1,076,082
Income (loss) from continuing
 operations before taxes           2,767,465       (249,865)    (1,880,286)     (896,675)        (259,361)
Total assets                      69,257,097     17,287,930     21,066,818     3,513,836      111,125,681
Capital expenditures               1,404,329          6,656        109,858        21,569        1,542,412

</TABLE>

/1/ Includes depreciation reported in cost of sales for the beverage segment.

/2/ Includes interest expense previously allocated to TBG (TBG is now included
in discontinued operations (see Note 2)), intercompany eliminations, assets
related to discontinued operations and charges incurred by The Holding
Company.
                                   21
12.  CONTINGENCIES

The Company is involved in litigation regarding the ownership of TSI.
In December 2005, the District Court of the Fifth Judicial District of the
State of Idaho issued a ruling granting the minority shareholder plaintiffs'
motion for partial summary judgment declaring that the stockholders of Trinity
Spring, Ltd. (which subsequently changed its name to CPH Holdings, Inc.
("CPH"), did not validly approve the sale of its business and assets to AMCON
because the vote of certain shares issued as a dividend should not have been
counted in the vote.  The District Court has not yet ruled on whether monetary
damages or rescission of the sale transaction will be ordered as the relief
for the lack of shareholder approval for the asset sale transaction, nor has
it ruled on the appropriate remedy for any other claim asserted by the parties
in this case.

However, based on a legal opinion obtained by Management from independent
legal counsel, to the extent that TSI owned the assets immediately prior to
the ruling by the District Court discussed above, and has not
otherwise transferred the assets, TSI continues to own the assets.
Accordingly, AMCON has continued to account for the operations of TSI as a
consolidated subsidiary because the District Court has not taken any action to
divest TSI of its ownership of the assets.

Since the District Court's December ruling, the minority shareholder
plaintiffs have filed notice with the District Court that they agree that
rescission is not feasible.  However, the District Court has made no
determination as to the appropriate remedy for the lack of shareholder
approval of the asset sale transaction or for any other claim asserted by the
parties in this matter.  Because substantial discovery is needed, several
unresolved legal issues exist, and other pretrial work is yet to be completed,
AMCON'S management, after consulting with the trial counsel, is unable at this
time to state that any outcome unfavorable to AMCON is either probable or
remote and therefore cannot estimate the amount or range of any potential
loss.

13.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As previously disclosed in the Company's Fiscal 2005 Annual Report on Form
10-K, the unaudited condensed consolidated financial statements for the three
month fiscal period ended December 31, 2004, included within this quarterly
report, have been restated.

As discussed in Item 4 - Controls and Procedures, in performing year end audit
procedures as of and for the period ended September 30, 2005 of the Company's
wholly-owned subsidiary, HNWC, the auditors noted discrepancies in the
inventory records.  These discrepancies led the Company's Audit Committee to
initiate an internal investigation which resulted in the identification of
several areas where journal entries were recorded incorrectly including
inventory production accounting errors; the overstatement of inventory when
integrating fiscal 2005 production systems and records of an operation
acquired in fiscal 2004; capitalization of certain fixed overhead costs as
inventory which should have been expensed; failure to reserve an appropriate
amount for inventory that became obsolete; and capitalization of certain
product development costs that should have been expensed as incurred.

                                   22



In addition, Management and the Company's Audit Committee determined that the
Company had incorrectly allocated interest expense to one of its wholly-owned
subsidiaries that had ceased operations on March 31, 2005 (The Beverage Group,
Inc.).  Emerging Issues Task Force ("EITF") 87-24 "Allocation of Interest to
Discontinued Operations", requires that (a) interest on debt that is to be
assumed by the buyer or is required to be repaid as a result of the disposal
transaction should be allocated to discontinued operations and (b) the
allocation of discontinued operations of other consolidated interest that is
not directly attributable to or related to other operations of the enterprise
is permitted but not required.  If interest is allocated to discontinued
operations it should be determined by a ratio of net assets to total net
assets after adjusting for all interest and debt directly attributable to
other aspects of the business.

The Company allocated interest to its discontinued operation in its quarterly
reporting in fiscal 2005 using an invested capital calculation which resulted
in higher interest expense being allocated to discontinued operations than
permitted by EITF 87-24.  Accordingly, the Company concluded that only direct
interest expense, which totaled $0.1 million should have been allocated to
discontinued operations.  The fiscal 2005 impact of this restatement was
corrected in the fourth quarter of fiscal 2005 with the reclassification of
$0.5 million of interest expense, net of income tax benefit of $0.3 million
from discontinued operations to income (loss) from continuing operations.

The table set forth below gives effect to the restatements that have been
reflected in the December 31, 2004 balance sheet, statement of operations and
statement of cash flows for the three months then ended.

<TABLE>
<CAPTION>

FIRST FISCAL QUARTER ENDED DECEMBER 31, 2004
--------------------------------------------
                                                     As previously
                                                        reported      Corrections     As restated
                                                    -------------    ------------    ------------
<S>                                                       <C>             <C>              <C>
Condensed Consolidated Unaudited Balance Sheet
----------------------------------------------
Inventory                                           $  35,454,419    $  (574,165)    $ 34,880,254
Deferred income taxes                                   2,618,391        232,000        2,850,391
Other assets                                            1,485,457       (108,759)       1,376,698
Retained earnings                                       6,397,550       (450,924)       5,946,626





                                                23
























Condensed Consolidated Unaudited Statement of Operations
--------------------------------------------------------

                                                    As previously
                                                       reported      Corrections     As restated
                                                    -------------    ------------    ------------
Cost of sales                                       $ 198,459,240    $   574,165     $199,033,405
Selling, general and administrative expenses           13,824,366        108,759       13,933,125
Interest expense                                          906,201        169,881        1,076,082
Income tax (benefit) expense                              224,000       (289,000)         (65,000)
Loss from discontinued operations, net of tax            (479,663)       112,881         (366,782)
Net (loss) income                                         (13,119)      (450,924)        (464,043)

Basic (loss) earnings per share available to common
 shareholders:
Continuing operations                                        0.75          (1.07)           (0.32)
Discontinued operations                                     (0.91)          0.21            (0.70)
Basic (loss) earnings per share available to
 common shareholders                                        (0.16)         (0.86)           (1.02)

Diluted (loss) earnings per share available to
 common shareholders:
Continuing operations                                        0.66          (1.07)           (0.32) /1/
Discontinued operations                                     (0.68)          0.21            (0.70) /1/
Diluted (loss) earnings per share available to
 common shareholders                                        (0.02)         (0.86)           (1.02) /1/


Condensed Consolidated Unaudited Statement of Cash Flows
--------------------------------------------------------
Income (loss) from continuing operations            $     466,544    $  (563,805)    $    (97,261)
Deferred income taxes                                     (45,224)      (232,000)        (277,224)
Inventory                                                (464,962)       574,165          109,203
Other assets                                              (28,512)       108,759           80,247
Net cash flows from operating activities -
 discontinued operations                                 (758,761)       112,881         (645,880)

/1/ Before this restatement, the impact of the conversion of the stock options was dilutive to earnings per
share because there was income from continuing operations. After making the corrections for the
restatements, there will now be a loss from continuing operations which makes the impact of the conversion
of the stock options antidilutive.

</TABLE>

14.  SUBSEQUENT EVENTS

Contemplated Disposition of Beverage Business
---------------------------------------------
As discussed in detail in the Company's Fiscal 2005 Annual Report on Form
10-K, the Company entered into an amendment to the loan agreement for the
Company's revolving credit facility requiring the beverage businesses to be
sold or liquidated by December 10, 2005.

In October 2005, the Company entered into a letter of intent ("LOI") with
Mr. Wright for the proposed acquisition of 80% of the outstanding common stock
of The Healthy Edge, Inc. ("THE") which is currently a direct wholly-owned
subsidiary of AMCON.  The LOI contemplated that THE would own, at the time of
closing of the proposed acquisition, 100% of the equity of Health Food
Associates, Inc. (d/b/a Akin's Natural Food Market), Chamberlin's Natural
Foods, Inc. (d/b/a Chamberlin's Market and Cafe), and Hawaiian Natural Water
Company, Inc. ("HNWC"), as well as the Company's 85% interest in the equity of
Trinity Springs, Inc. ("TSI"), each of which are currently direct or indirect
subsidiaries of AMCON.

The closing for the purchase of THE stock was expected to occur by December
12, 2005 in order to generally coincide with an amendment to the loan
agreement for the Company's revolving credit facility with its bank lenders
requiring the bottled water businesses of HNWC and TSI to be sold or
liquidated by December 10, 2005.

                                   24
The negotiations related to this transaction were significantly complicated
by, among other things, a ruling in December 2005 by the District Court of the
Fifth Judicial District of the State of Idaho which granted the plaintiff's
motion for partial summary judgment declaring that the stockholders of Trinity
Springs Ltd. (which subsequently changed its name to Crystal Paradise
Holdings, Inc.) did not validly approve the sale of its business and assets to
TSI (Note 2), AMCON's subsidiary, because the vote of certain shares issued as
a dividend should not have been counted.  Ultimately, the uncertainty
surrounding this matter led to the termination of the LOI in January 2006.

Immediately after the termination of the LOI, the Company's bank lenders
granted a waiver of any event of default as a result of the failure to agree
to the sale or liquidation of TSI and HNWC.  This waiver also encompasses any
event of default that would occur if (a) any proceedings in bankruptcy by or
against TSI or HNWC commenced, or (b) in the event of the liquidation or
reorganization of TSI or HNWC, or (c)in the event of allegations that TSI or
HNWC is insolvent or unable to pay its debts as they mature, or (d) the
readjustment or arrangement of TSI's or HNWC's debts.

As a result of this litigation, TSI has not made the originally scheduled
installment payments of principal and interest with respect to the two notes
(aggregate balance of $3.0 million at December 31, 2005) issued by TSI as part
of the purchase price for the asset sale by Crystal Paradise Holdings, Inc.,
which was the subject of the failed stockholder vote described above.  The
temporary restraining order granted by the Idaho District Court prevents the
minority shareholder plaintiff's of CPH from pursuing remedies which they may
have under the asset purchase agreement until the litigation is resolved.

Amendments to the Credit Facility
---------------------------------
The loan agreement with the bank lenders was amended on January 9, 2006 to
replace all prior financial covenants, which had previously been suspended,
with a covenant requiring that consolidated earnings before interest, taxes,
depreciation and amortization ("EBITDA") (excluding TSI, HNWC and The Beverage
Group, Inc.) not be less than: (i) $100,000 as of the last day of each month
for the one-month period then ending, except for the month ending February 28,
2006 which is permitted to be zero, (ii) $1,100,000 as of March 31, 2006 for
the three-month period then ending, (iii) $3,200,000 as of June 30, 2006 for
the six-month period then ending, and (iv) $5,500,000 as of September 30, 2006
for the ninth-month period then ending, and (v) $6,500,000 as of December 31,
2006 for the twelve-month period then ending.

The amendment also required AMCON and its subsidiaries to hire a turn-around
consultant for the beverage businesses acceptable to the agent for the bank
lenders by January 31, 2006 and to pay to the agent its customary fees and
expenses.  In addition, the amendment created a new event of default if AMCON
or its subsidiaries makes any payment (in cash or other property) or a
judgment is entered against AMCON or its subsidiaries requiring a payment (in
cash or other property) to be made under or in connection with the guaranty by
AMCON of the TSI acquisition notes or the water royalty under the Asset
Purchase Agreement for the sale of TSI assets.  The amendment also reduced the
monthly payment on Term Note B from $275,000 per month to $100,000 per month
until paid in full.

                                   25



As previously discussed, the Company's covenants under the Facility were
suspended as of December 31, 2005 and subsequently amended in January 2006.
As of June 30, 2006, the Company is in compliance with all such covenants, and
based on operating forecasts currently expects to remain in compliance with
such covenants with the possible exception of the December 2006 and February
2007 monthly covenants.  Further, Management is in preliminary negotiations to
obtain covenant modifications and to extend the current maturity date of April
2007 on similar terms.  Management believes it will be successful in obtaining
an extension and covenant modifications.

Discontinuance of TSI's Operations
----------------------------------
In March 2006, the Company's subsidiary, TSI, the water bottling subsidiary in
Idaho and a component of the Company's Beverage segment, discontinued
operations due to recurring losses and a lack of capital resources to sustain
its operations.  Management is working to sell TSI's remaining assets to
unrelated companies, distributors or liquidators.

Issuance of Series C Convertible Preferred Stock
------------------------------------------------
On March 7, 2006, the Company issued and sold 80,000 shares of its Series C
Convertible Preferred Stock to Draupnir Capital, LLC.  The Series C
Convertible Preferred Stock is convertible at any time into 146,842 shares of
our common stock, subject to customary anti-dilution adjustments in the event
of stock splits, stock dividends and certain other events with respect to our
common stock. The Certificate of Designations, Preferences and Rights for the
Series C Convertible Preferred Stock provides that the holder of the Series C
Preferred Stock, voting separately as a single class, would be entitled to
elect one director to our Company's Board of Directors.  Draupnir Capital,
LLC, designated Jeremy W. Hobbs to serve as such director.  On March 29, 2006,
Mr. Hobbs was appointed to serve as a Class III director of our Company for an
initial term expiring at the annual meeting of stockholders in 2006 or until
his earlier resignation, removal from office, death or disability.  To
accommodate this appointment, the size of our Board of Directors was increased
from nine to ten members.

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

FORWARD LOOKING STATEMENTS

This Quarterly Report, including the Management's Discussion and Analysis and
other sections, contains forward looking statements that are subject to risks
and uncertainties and which reflect Management's current beliefs and estimates
of future economic circumstances, industry conditions, Company performance and
financial results.  Forward looking statements include information concerning
the possible or assumed future results of operations of the Company and those
statements preceded by, followed by or that include the words "future,"
"position," "anticipate(s)," "expect," "believe(s)," "see," "plan," "further
improve," "outlook," "should" or similar expressions.  For these statements,
we claim the protection of the safe harbor for forward looking statements
contained in the Private Securities Litigation Reform Act of 1995.  Forward-
looking statements are not guarantees of future performance or results.  They
involve risks, uncertainties and assumptions.  You should understand that the
following important factors, in addition to those discussed elsewhere in this
document, could affect the future results of the Company and could cause

                                   26
those results to differ materially from those expressed in our forward looking
statements:

   - treatment of TSI transaction,
   - changing market conditions with regard to cigarettes,
   - changes in promotional and incentive programs offered by cigarette
     manufacturers,
   - the demand for the Company's products,
   - new business ventures,
   - domestic regulatory risks,
   - competition,
   - collection of guaranteed amounts,
   - other risks over which the Company has little or no control, and
   - any other factors not identified herein could also have such an effect.

Changes in these factors could result in significantly different results.
Consequently, future results may differ from Management's expectations.

Moreover, past financial performance should not be considered a reliable
indicator of future performance.  Any forward looking statement contained
herein is made as of the date of this document.  Except as required by law,
the Company undertakes no obligation to publicly update or correct any of
these forward looking statements in the future to reflect changed assumptions,
the occurrence of material events or changes in future operating results,
financial conditions or business over time.

CRITICAL ACCOUNTING ESTIMATES

Certain accounting estimates used in the preparation of the Company's
financial statements require us to make judgments and estimates and the
financial results we report may vary depending on how we make these
judgments and estimates.  Our critical accounting estimates are set forth in
our 2005 Annual Report to Shareholders on Form 10-K for the fiscal year ended
September 30, 2005 filed with the Securities and Exchange Commission.  There
have been no significant changes with respect to these policies during the
first quarter of fiscal 2006.

RESTATEMENT

As previously disclosed in the Company's Annual Report on Form 10-K and as
discussed in Note 13 to the unaudited condensed consolidated financial
statements, the Company's December 31, 2004 Consolidated Balance Sheet,
Statement of Operations and Statement of Cash Flows have been restated from
the amounts previously reported.  The accompanying Management's discussion and
analysis and results of operations gives effect to the restatement.

DISCONTINUED OPERATIONS

Effective March 31, 2005, the Company's subsidiary, The Beverage Group, Inc.
(TBG), ceased on-going operations due to recurring losses since its December
2002 inception.  As a result, the balance sheets as of December 31, 2005 and
September 30, 2005 and the statements of operations and statements of cash
flows for the fiscal quarters ended December 31, 2005 and December 31, 2004
have been prepared reflecting this disposition as discontinued operations in
accordance with Statement of Financial Standards ("SFAS") No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets."

                                   27

Additionally, in Management's discussion and analysis of the results of
operations for the three months ended December 31, 2005 and December 31, 2004,
TBG's sales, gross profit (loss), selling, general and administrative,
depreciation and amortization, direct interest, other expenses and income tax
benefit have been aggregated and reported as a loss from discontinued
operations in accordance with SFAS No. 144 are therefore not a component of
the discussion of the aforementioned items.

COMPANY OVERVIEW - FIRST FISCAL QUARTER 2006

AMCON Distributing Company ("AMCON" or the "Company") is primarily engaged in
the wholesale distribution business in the Great Plains and Rocky Mountain
regions of the United States.  In addition, AMCON operates thirteen retail
health food stores and a non-alcoholic beverage business.  Until March 2006,
the Company operated a geothermal water bottling operation in Idaho.  As used
herein, unless the context indicates otherwise, the term "ADC" means the
wholesale distribution segment and "AMCON" or the "Company" means AMCON
Distributing Company and its consolidated subsidiaries.

During the first quarter of fiscal 2006, the Company:

   - entered into a Letter of Intent ("LOI") with the Company's Chairman to
     sell him the beverage and retail businesses.  This LOI was subsequently
     terminated in January 2006 due to complications related to the TSI
     litigation.

   - experienced a slight increase in sales compared to the first quarter of
     fiscal 2005 (excluding the extra week of operations in fiscal 2005
     resulting from a change in our reporting periods from a fiscal to a
     calendar month).

   - recognized a loss from continuing operations per diluted share of $2.24
     in Q1 2006 compared to loss from continuing operations per diluted
     share of $0.32 in Q1 2005.

   - recognized a loss from discontinued operations per diluted share of
     $0.15 in Q1 2006 compared to a loss from discontinued operations per
     diluted share of $0.70 in Q1 2005.

   - obtained a waiver for all defaults on the Credit Facility through
     December 31, 2005.

INDUSTRY SEGMENT OVERVIEWS

Wholesale Distribution Segment
------------------------------
The wholesale distribution business represents approximately 94% of our
consolidated sales.  ADC places significant importance on an alliance with the
major cigarette manufacturers that comprise over 90% of the cigarette industry
volume.  These manufacturers obligation to their shareholders, the importance
of their branding, growing their share in a declining category and price gap
management strategies are exactly why we believe that if our marketing
programs are not aligned to support their success, then we are competing
against them.  While some of our competitors have focused on the lower priced
cigarette brands, ADC has made a conscious decision to support and grow our


                                   28
national brand segment and align our business with the major players in the
industry.  We believe that the consumer's preference for premium brands drives
the category volume today.

ADC is ranked as a top ten convenience store supplier and our retailers are
provided a broad selection of merchandise in all product categories.  We
continue to increase our food service product line selections to our customer
base to respond to current market trends.

We have worked to improve ADC's operating efficiency by investing in newer
information technology systems to help automate our buying and financial
control functions. We have also sought to minimize inventory costs by
maximizing the number of times inventory is renewed during a given period.
By managing operating costs, ADC is better positioned to compete with both
smaller and larger competitors who offer less service than ADC.

The increases in fuel prices across the United States are having a significant
impact on all distributors without any indications that they will return to
past levels.  Therefore, we expect that competition and pressure on profit
margins will continue to affect both large and small distributors and demand
that distributors continue to consolidate in order to become more efficient.

Retail Health Food Segment
--------------------------
The retail health food industry is experiencing an increase in sales and gross
profit driven primarily by the demand for natural products and more health
conscious consumers.  Our retail health food segment has benefitted from this
trend, experiencing sales growth in many product categories including grocery
and supplements.  Management continues to closely review all store locations
for opportunities to close or relocate marginally performing stores, remodel
and expand strong performing stores, and identify locations for additional
stores.

AMCON's retail health food stores are managed collectively through a main
office in Tulsa, Oklahoma.  The Company strives to maintain the local identity
of each store while leveraging the operating synergies of centralized
management operations.

Beverage Segment
----------------
AMCON's beverage business consists of Hawaiian Natural Water Company, Inc.
("HNWC") and until March 2006 Trinity Springs, Inc. ("TSI").  HNWC, which is
headquartered in Pearl City, Hawaii, was formed in 1994 for the purpose of
bottling, marketing and distributing Hawaiian natural artesian water in
Hawaii, the mainland and foreign markets.  HNWC's Hawaiian Springs/R/ brand is
the only bottled natural artesian water available from Hawaii.

All other bottled waters produced in Hawaii contain purified water, from which
chemicals and minerals have been removed by means of reverse osmosis
filtration.


                                   29






HNWC draws its Hawaiian Springs water from an artesian well located at the
base of the Mauna Loa mountain in Kea'au (near Hilo) on the big island of
Hawaii. The water is filtered and "bottled at the source" in polyethylene
terepthalate ("PET") plastic bottles, which are produced from pre-forms at
HNWC's bottling facility.  All of HNWC's retail PET products are bottled at
its facility in Kea'au, Hawaii.  These products consist of the Hawaiian
Springs natural artesian water line and various limited production co-packaged
products.

In addition to its premium water brands, HNWC also competes in the purified
water bottling niche by means of the acquisition of Nesco Hawaii in July 2004.
We believe that competing in this market space enables HNWC to more
effectively differentiate the premium natural artesian water from purified
bottled water products in the market place and provides a more competitive
price point in which to provide private label water to the island of Oahu.

TSI, purchased in June 2004 and closed in March 2006, produced and sold a
bottled natural mineral supplement and geothermal bottled water under the
Trinity/R/ label and a line of enhanced and organic fruit based beverage
products made with Trinity Springs water.  The Trinity brands were bottled at
the source from one of the world's deepest and purest sources at the base of
the Trinity Mountains in Idaho at a place called Paradise.  TSI was
headquartered in Boise, Idaho and marketed and distributed the Trinity
products on a national level primarily in retail health food stores where they
represented the number two packaged non-carbonated water brand in the United
States.  TSI's operations were closed in March 2006.

RESULTS OF OPERATIONS

AMCON's fiscal first quarters ended on December 31, 2005 and December 31,
2004.  For ease of discussion, these fiscal quarters are referred to herein as
December 2005 and 2004, respectively or Q1 2006 and Q1 2005, respectively.

Comparison of the three months ended December 2005 and 2004
-----------------------------------------------------------

SALES

Changes in sales are driven by two primary components as follows:

      (i)  a change in the selling price of our products, which is driven in
           large part by the manufacturers of our products and the states
           because of the excise taxes imposed on cigarettes and tobacco; and

      (ii) a change in the volume of products sold to our customers, either
           due to a change in purchasing patterns resulting from consumer
           preferences or the fluctuation in the comparable number of
           business days in our reporting period.

Sales for Q1 2006 decreased 6.4%, or $13.7 million, compared to Q1 2005.
Sales are reported net of costs associated with sales incentives provided to
retailers, totaling $3.9 million and $3.7 million, for Q1 2006 and Q1 2005,
respectively.

                                   30



Sales by business segment for the three month periods ended December 2005 and
December 2004 are as follows (dollars in millions):

<TABLE>
<CAPTION>
                                                  Three months
                                                 ended December
                                       ------------------------------------------
                                                        Extra    Reported   Incr
                                       2005    2004/1/  week/2/    2004    (Decr)
                                       ------  -------  -------  --------- ------
<S>                                      <C>      <C>      <C>      <C>      <C>
Wholesale distribution segment         $189.2  $ 190.2  $  13.6  $   203.8 $(14.6)
Retail health food stores segment         9.0      8.2      0.4        8.6    0.4
Beverage segment                          2.4      1.9      0.1        2.0    0.4
Intersegment eliminations                 0.1        -        -          -    0.1
                                       ------  -------  -------  --------- ------
                                       $200.7  $ 200.3  $  14.1  $   214.4 $(13.7)
                                       ======  =======  =======  ========= ======

/1/ Excludes extra week discussed in /2/ below

/2/ During the first quarter of fiscal 2005, the Company changed its reporting period from a 52-53 week
year ending on the last Friday in September to a calendar month reporting period ending on September 30.
As a result of this change, the first three months of fiscal 2005 comprises 14 weeks of operations as
compared to 13 weeks of operations in the first quarter of fiscal 2006.

</TABLE>

Cigarette sales in the wholesale distribution business decreased by $11.1
million and the sales of tobacco, confectionary and other products decreased
an additional $3.5 million in Q1 2006 compared to Q1 2005.  During Q1 2006,
the Company's cigarette sales benefitted approximately $2.3 million as
compared to Q1 2005 because of price increases implemented by major cigarette
manufacturers near the end of Q1 2005.  Additionally, $4.3 million of the
increase in cigarette sales was attributable to higher excise taxes imposed by
certain states subsequent to Q1 2005.

The above increases in cigarette sales were offset by a decrease of $10.4
million resulting from a change in our monthly reporting period which added an
extra week of sales in Q1 2005 as compared to Q1 2006.  The remaining $7.3
million decrease in cigarette sales was primarily attributable to a 5.1%
decrease in the volume of cigarette carton sales (excluding the extra week).
Of the decrease in tobacco, confectionary and other products, $3.2 million was
due to the extra week of sales included in Q1 2005 resulting from a change in
our monthly reporting period and $0.3 million was due to decreased volume
during Q1 2006 as compared to Q1 2005.

Sales from the retail health food segment during Q1 2006 increased by $0.4
million when compared to Q1 2005.  Of this increase, $0.8 million was
attributable to volume growth in same store sales, partially offset by $0.4
million due to the extra week of sales included in Q1 2005, which resulted
from the change in the Company's monthly reporting period.  The retail health
food segment has experienced robust growth during the first fiscal quarter of
2006 largely because of the general upturn in the natural products industry
combined with the Company's continued marketing efforts.

The beverage segment accounted for $2.4 million in sales for Q1 2006 compared
to $2.0 million in Q1 2005.  The increase in sales was primarily attributable
to a $0.6 million increase in bottled water sales at the Company's HNWC and
TSI subsidiaries.  This increase was offset by $0.2 million due to the extra
week of sales included in Q1 2005, which resulted from the change in the
Company's monthly reporting period.

                                   31
GROSS PROFIT

Our gross profit does not include fulfillment costs and costs related to the
distribution network which are included in selling, general and administrative
costs, and may not be comparable to those of other entities.  Some entities
may classify such costs as a component of cost of sales.  Cost of sales, a
component used in determining gross profit, for wholesale and retail segments
includes the cost of products purchased from manufacturers, less incentives
that we receive which are netted against such costs.  In the beverage segment,
cost of sales includes the cost of the raw materials and related plant labor
and manufacturing overhead costs required to convert raw materials into
finished goods (including labor, warehousing, depreciation and utilities).

Gross profit decreased 10.4%, or $1.6 million, in Q1 2006 as compared to Q1
2005.  Gross profit as a percent of sales decreased to 6.9% in Q1 2006
compared to 7.2% in Q1 2005.

Gross profit by business segment for the three month periods ended December
2005 and December 2004 are as follows (dollars in millions):

<TABLE>
<CAPTION>
                                                Three months
                                                ended December
                                     ------------------------------------------
                                                      Extra    Reported   Incr
                                      2005   2004/1/  week/2/    2004    (Decr)
                                     ------  -------  -------  --------- ------
                                       <C>      <C>      <C>      <C>      <C>
Wholesale distribution segment      $  10.5  $  11.6  $   0.6  $    12.2 $ (1.7)
Retail health food stores segment       3.5      3.2      0.2        3.4    0.1
Beverage segment                       (0.2)    (0.2)       -       (0.2)     -
                                     ------  -------  -------  --------- ------
                                     $ 13.8  $  14.6  $   0.8  $    15.4 $ (1.6)
                                     ======  =======  =======  ========= ======

/1/ Excludes extra week discussed in /2/ below

/2/ During the first quarter of fiscal 2005, the Company changed its reporting period from a 52-53 week
year ending on the last Friday in September to a calendar month reporting period ending on September 30.
As a result of this change, the first three months of fiscal 2005 comprises 14 weeks of operations as
compared to 13 weeks of operations in the first quarter of fiscal 2006.

</TABLE>

Gross profit from our wholesale distribution segment for Q1 2006 decreased
$1.7 million in Q1 2006 compared to Q1 2005.  This decrease was primarily
attributable to $0.8 million in lower gross profit realized on cigarette and
non-cigarette products, primarily resulting from reduced volume and continued
competitive pricing pressures.  Additional items decreasing gross profit
during Q1 2006 included, $0.6 million related to an extra week of operations
included in Q1 2005, which resulted from a change in the Company's monthly
reporting period, and $0.3 million related to a reduction in manufacturers'
incentive payments less incentive payments made to customers.

Gross profit for the retail food segment increased $0.1 million in Q1 2006 as
compared to Q1 2005.  Of this increase, $0.1 million related to improved
management of scrap and throw-out expense and $0.2 million related to
additional gross profit generated from increased sales.  These increases were
offset by $0.2 million related to an extra week of operations included in Q1
2005, which resulted from a change in the Company's monthly reporting period.

                                   32


Gross profit for the beverage segment was flat in Q1 2006 as compared to Q1
2005.

OPERATING EXPENSE

Operating expense includes selling, general and administrative expenses and
depreciation and amortization.  Selling, general and administrative expenses
include costs related to our sales, warehouse, delivery and administrative
departments for all segments. Specifically, purchasing and receiving costs,
inspection costs, warehousing costs and costs of picking and loading customer
orders are all classified as selling, general and administrative expenses.
Our most significant expenses relate to employee costs, facility and equipment
leases, transportation costs, insurance and professional fees.

In Q1 2006, operating expense decreased 2.2% or approximately $0.3 million
compared to Q1 2005.  The decrease is primarily related to the extra week of
operations in Q1 2005 which increased the amount of payroll and certain other
expenses in Q1 2005 as compared to Q1 2006.  In addition, the retail health
food and beverage segments reduced lease, advertising and other selling
expenses by $0.4 million.  These decreases were partially offset by higher
health care costs and professional fees.

INTEREST EXPENSE

Interest expense for Q1 2006 increased 15.2%, or $0.2 million as compared to
Q1 2005.  This increase was primarily due to increases in the prime interest
rate, which is the rate at which the Company primarily borrows, under its
amended credit facility and a $4.6 million increase in average variable rate
borrowings in Q1 2006 as compared to Q1 2005.  The Company's average borrowing
rate on variable rate debt increased 2.02% in Q1 2006 compared to Q1 2005.

OTHER

Minority interest in loss, net of tax, decreased in Q1 2006 (which decreased
the net loss) by $0.1 million in Q1 2005 due to the 15% ownership in TSI that
is not owned by AMCON.  Losses were not allocated due to the reduction of the
third parties investment to zero as a result of the cumulative losses.

DISCONTINUED OPERATIONS

Effective March 31, 2005, the Company's beverage marketing and distribution
business, TBG, ceased on-going operations due to recurring losses since its
inception in December 2002.  In Q1 2006, TBG incurred a net loss, net of tax,
of $0.1 million as compared to a net loss, net of tax, of $0.4 million for the
comparable period in fiscal 2005.

The balance sheets as of December 31, 2005 and September 30, 2005 and the
statements of operations and statements of cash flows for the fiscal quarters
ended December 31, 2005 and December 31, 2004 have been prepared reflecting
this disposition as discontinued operations in accordance with Statement of
Financial Standards ("SFAS") No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets."


                                   33



LIQUIDITY AND CAPITAL RESOURCES

Overview
----------
Operating Activities. The Company requires cash to pay its operating expenses,
purchase inventory and make capital investments and acquisitions of
businesses.  In general, the Company finances these cash needs from the cash
flow generated by its operating activities and from borrowings, as necessary.
During the three months ended December 31, 2005 the Company used $2.5 million
of cash from operating activities, primarily the result of quicker accounts
receivable turns offset by increases in inventory purchases.  Our variability
in cash flows from operating activities is heavily dependent on the timing of
inventory purchases and seasonal fluctuations.  For example, in the
circumstance where we are "buying-in" to obtain favorable terms on particular
product or to maintain our LIFO layers, we may have to retain the inventory
for a period longer than the payment terms.  This generates cash outflows from
operating activities that we expect to reverse in a later period.
Additionally, during the warm weather months, which is our busiest time of the
year, we generally carry larger inventory back-stock to ensure high fill rates
and maintain customer satisfaction.

Investing Activities.  Cash of $0.1 million was utilized in investing
activities during Q1 2006 for capital expenditures.

Financing Activities.  The Company generated net cash of $3.6 million from
financing activities in Q1 2006 primarily from borrowings of $3.2 million on
bank credit agreements and other long-term debt arrangements.  Cash of $0.3
million was used in financing activities in Q1 2006 to pay down long term
debt.  The Company also generated cash of $0.8 million from long-term debt
issued by TSI. During Q1 2006, $0.1 million was used to pay dividends on
preferred stock.

Cash on Hand/Working Capital.  As of December 2005, the Company had cash on
hand of $1.5 million and working capital (current assets less current
liabilities) of $32.1 million.  That compares to cash on hand of $0.5 million
and working capital of $30.5 million as of September 2005.

The Company's maximum revolving credit limit on the Facility was $54.1 million
at December 31, 2005, however the amount available for use at any given time
is subject to many factors including eligible accounts receivable and
inventory balances that are evaluated on a daily basis.  At December 31,
2005, the balance on the facility was $49.6 million, including Term Note A.
Based on our collateral and the loan limits, the Company was over the
borrowing base credit limits on the Facility by $0.3 million at December 31,
2005 but was under the over-advance provision of $1.5 million provided by the
Facility.  During the three months ended December 31, 2005 our peak
borrowings, excluding Term Note A, were $52.5 million and our average
availability was $2.2 million.  Our availability to borrow under the Facility
generally decreases as inventory and accounts receivable levels go up because
of borrowing limitations placed on collateralized assets.


                                   34







Additional Demands for Capital.  Funds generated from operations, supplemented
as necessary with funds available under the Facility, have historically
provided sufficient liquidity for operation of the wholesale and retail
businesses.  The Company's beverage businesses, which include HNWC and TSI as
of December 31, 2005 have contributed significant operating losses.  These
losses have consumed significant cash resources and placed the Company in a
restricted liquidity situation.

However, during fiscal 2006, management has taken steps to limit these
operating losses and cash requirements going forward.  As previously
discussed, the TSI bottled water business has been closed as of March 31,
2006; management is currently seeking to resolve pending litigation matters
related to TSI (see discussion of TSI litigation in Note 12 to the condensed
consolidated unaudited financial statements) to enable the ultimate sale of
that business.  Should the resolution of the TSI litigation require the
Company to fund certain of the TSI obligations, the Company may call upon the
guaranty of the Company's CEO and Chairman, Mr. William Wright.  The HNWC
bottled water business has been reorganized and operational improvements have
been made, including cost reductions and sales price increases.  HNWC is
currently operating without requiring additional cash investments by AMCON.
The Company is also considering alternatives for the infusion of outside
capital and/or the possible sale of the HNWC business.  If successful, any
proceeds from the sale of those businesses would be utilized to reduce related
debt obligations and/or the Company's outstanding balance under the credit
facility.

The Company renegotiated and amended its credit facility in January 2006, and
all prior covenants were replaced with monthly and cumulative year to date
earnings before interest, taxes, depreciation and amortization (EBITDA)
covenants (excluding all the beverage operations) that are measured at the end
of each month and quarter, respectively.  The Company is in compliance with
all such covenants, and based on operating forecasts currently expects to
remain in compliance with such covenants with the possible exception of the
December 2006 and February 2007 monthly covenants.  Further, management is in
preliminary negotiations to modify the covenants and to extend the current
maturity date of April 2007, on similar terms, and management believes it will
be successful in obtaining an extension and covenant modifications.

Recent Developments
-------------------
On March 7, 2006, the Company issued and sold 80,000 shares of its Series C
Convertible Preferred Stock at $25 per share in a private placement under
Section 4(2) of the Securities Act of 1933.  The Series C Convertible
Preferred Stock was issued and sold for the purpose of generating $2.0 million
to be applied as a repayment of principal under the Company's secured credit
facilities with LaSalle Bank National Association.

Cumulative cash dividends on the Series C Convertible Preferred Stock are
payable in arrears at a rate of 6% per annum when, as and if declared by our
Board of Directors, on March 31, June 30, September 30 and December 31 of
each year.  The Series C Convertible Preferred Stock is convertible by the
holder at any time into shares of our Company's common stock.  The Series C
Convertible Preferred Stock currently is convertible into 146,842 shares of
our Company's common stock, subject to customary anti-dilution adjustments in
the event of stock splits, stock dividends and certain other events with
respect to our common stock.
                                    35
Contractual Obligations
-----------------------
There have been no significant changes to the company's contracted obligations
as set forth in the Company's Annual Report on Form 10-K.

Credit Agreement
-------------------
The Company's primary source of borrowing for liquidity purposes is its
revolving credit facility with LaSalle Bank (the "Facility").  As of December
2005, the outstanding balance on the Facility was $49.6 million, including
Term Note A.  The Facility, which was amended in October 2004, transferred
$1.2 million of revolving debt to term debt and added the subsidiaries, except
TSI, as borrowers.  TSI was subsequently added as a borrower in April 2005.
The Facility bears interest at a variable rate equal to the bank's base rate,
which was 7.25% at December 2005.  The Company may, however, select a rate
equal to LIBOR plus 2.50%, for an amount of the Facility up to $10.0 million
which relates to our swap agreement.  The Facility restricts borrowings for
intercompany advances to TBG and TSI to $1.0 million in the aggregate and to
the retail health food subsidiaries and HNWC to $0.9 million in the aggregate
in fiscal 2005 and $0.1 million in the aggregate in subsequent years.

The amended Facility requires the Company to pay an unused commitment fee
equal to 0.25% per annum on the difference between the maximum loan limit and
average monthly borrowing for the month.  The Facility is collateralized by
all of the Company's equipment, intangibles, inventories, and accounts
receivable and expires in April 2007.

The Facility also contains covenants that (i) restrict permitted investments,
(ii) restrict intercompany advances to certain subsidiaries as described
above, (iii) restrict incurrence of additional debt, (iv) restrict mergers and
acquisitions and changes in business or conduct of business and (v) required
the maintenance of certain financial ratios and net worth levels including an
average annual fixed charge ratio of 0.7 to 1.0, and a minimum tangible net
worth of $1.5 million through September 2005 and $2.5 million thereafter.  The
Facility also provides that the Company may not pay dividends on its common
stock in excess of $0.72 per share on an annual basis.

Because the Company was unable to comply with the fixed charge ratio and
minimum tangible net worth financial covenants, as amended, at various times
throughout the year, the participating lenders agreed to suspend such
covenants through the end of the calendar 2005.  As described in Note 14, the
Company and the participating lenders further amended the Facility to replace
all existing financial covenants with only a financial covenant that
requires minimum levels of earnings before interest, taxes, depreciation and
amortization ("EBITDA") as well as certain other requirements.

In connection with the amendment to the Facility in October 2004, the Company
obtained the $5.0 million Term Note B from LaSalle Bank, which had an
outstanding balance of $2.8 million at December 2005.  Term Note B bears
interest at the bank's base rate plus 2.00%, which was 9.25% at December 2005
and is required to be repaid in eighteen monthly installments of $0.3 million
(subsequently amended in March 2006 to be repaid in monthly installments of
$0.1 million).

                                   36



The Company's Chairman personally guaranteed repayment of up to $10.0 million
of the combined amount of the Facility and the term loans.  The amount of the
guarantee at December 31, 2005 was $7.8 million.  AMCON will pay the Company's
Chairman an annual fee equal to 2% of the guaranteed principal in return for
the personal guarantee.  This guarantee is secured by a pledge of the shares
of Chamberlin's Natural Foods, Inc., Health Food Associates, Inc., HNWC and
TSI.

The Company hedges its variable rate risk on a notional $10.0 million of its
borrowings under the Facility by use of an interest rate swap agreement.  This
swap agreement, which expires in June 2006, has the effect of converting the
interest on this amount of debt to a fixed rate of 4.87% per annum.

TSI Financing
-------------
TSI borrowed an additional $750,000 from Draupnir, LLC during the first fiscal
quarter of 2006, bearing interest at a floating rate of 300 basis points above
the yield on ten year treasury notes, compounded annually and adjusted
concurrently with any adjustments to the yield on ten year treasury notes in
order to fund the operations until the contemplated sale of the business to
the Company's Chairman could be consummated.  As a result of the termination
of the Letter of Intent for the Company's Chairman, TSI was closed in March
2006.  The notes were due December 13, 2005 and are in default.

Cross Default and Co-Terminus Provisions
----------------------------------------
The Company's owned real estate in Bismarck, ND, Quincy, IL, and Rapid City,
SD, and certain warehouse equipment in the Rapid City, SD warehouse is
financed through term loans with M&I Bank (formerly known as Gold Bank) (the
"M&I Loans"), who is also a participant lender on the Company's revolving line
of credit.  The M&I Loans contain cross default provisions which cause all
loans with M&I to be considered in default if any one of the loans where M&I
is a lender, including the revolving credit facility is in default.  Since M&I
approved waivers of the covenant violations in the Facility, the M&I Loans are
not considered to be in default.

In addition, the M&I Loans contain co-terminus provisions which require all
loans with M&I to be paid in full if any of the loans are paid in full prior
to the end of their specified terms.

Off-balance Sheet Arrangements
------------------------------
The Company does not have any off-balance sheet arrangements.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to interest rate risk on its variable rate debt.
At December 2005, we had $42.4 million of variable rate debt outstanding
(excluding $10.0 million variable rate debt which is fixed through the swap
described below), with maturities through April 2007.  The interest rate on
this debt was 7.25% at December 2005. We estimate that our annual cash flow
exposure relating to interest rate risk based on our current borrowings is
approximately $0.3 million for each 1% change in our lender's prime interest
rate.

                                   37


As discussed in Note 8 to the condensed consolidated unaudited financial
statements, the LIBOR interest rate borrowing option was removed, except for
the portion of the loan that is related to the swap agreement as part of the
revolving credit facility.

At December 2005, the Company had an interest rate swap agreement with a bank
in order to mitigate the Company's exposure to interest rate risk on variable
rate debt.  Under the agreement, the Company agreed to exchange, at specified
intervals, fixed interest amounts for variable interest amounts calculated by
reference to agreed-upon notional principal amounts of $10.0 million.  The
interest rate swap effectively converts $10.0 million of variable-rate senior
debt to fixed-rate debt at a rate of 4.87% on the $10.0 million notional
amount through the maturity of the swap agreement on June 2, 2006.  This
interest rate swap agreement has been designated as a hedge and is accounted
for as such for financial accounting purposes.

We do not utilize financial instruments for trading purposes and hold no
derivative financial instruments other than the interest rate swap which could
expose us to significant market risk.

Item 4.   Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules
13a-15(e) 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 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 paragraph (b) of the
Exchange Act Rules 13a-15 and 15d-15, under the supervision and with the
participation of our Management, including the CEO and CFO, of the
effectiveness of our disclosure controls and procedures.  Based upon this
evaluation, as a result of the material weaknesses described below, the CEO
and CFO concluded that our disclosure controls and procedures were not
effective, as of December 31, 2005.  The Company's management conducted a
similar evaluation for the comparable period in fiscal 2005.  While the CEO
and CFO had concluded that our disclosure controls and procedures were
effective at the time, they now conclude, as a result of the material
weaknesses described below, that our disclosure controls and procedures were
not effective, as of December 31, 2004.

As more fully described under Item 9A, Controls and Procedures, of the
Company's Fiscal 2005 Annual Report on Form 10-K, in connection with the
Company's September 30, 2005 year end audit the Company's discovered (i)
through a physical inventory count at its subsidiary, Hawaiian Natural Water
Co., Inc. ("HNWC"), that incorrect accounting entries had been made and (ii)
that the Company had incorrectly allocated interest expense to one of its


                                38

wholly-owned subsidiaries that had ceased operations on March 31, 2005 (The
Beverage Group, Inc.).  The recording of such incorrect entries represent
material weaknesses in internal control over financial reporting.

To mitigate the control weaknesses described below, the Company performed
additional analysis and other post-closing procedures in order to prepare the
condensed consolidated unaudited financial statements in accordance with
generally accepted accounting principles in the United States of America.
Accordingly, Management believes that the condensed consolidated unaudited
financial statements as of and for the quarter ended December 31, 2005, as
included in this Quarterly Report on Form 10-Q, fairly present in all material
respects our financial condition, results of operations, and cash flows for
the periods presented.

A material weakness is a significant control deficiency, or combination of
significant control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.  Management and the Company's
independent registered public accountants identified the following material
weaknesses:

     a) The Company did not maintain sufficient levels of appropriately
        qualified and trained personnel in the accounting office of HNWC,
        specifically as they related to the integration of new business
        operations and the application of certain aspects of inventory
        and manufacturing accounting;

     b) The Company did not maintain sufficient oversight and review of the
        disclosure controls and procedures of its subsidiaries during fiscal
        year 2005 to identify the material weaknesses in the internal
        control over financial reporting at HNWC in a timely manner; and

     c) The Company did not correctly apply the accounting guidance contained
        in certain Emerging Issues Task Force Applications ("EITF's")
        relating to the allocation of interest expense to the Company's
        discontinued operation (TBG).

Changes in our internal control over financial reporting were made in the
first three quarters of fiscal 2006 to correct the deficiencies noted above.
However, these changes were not fully operational at December 31, 2005.  The
following changes have materially affected or are reasonably likely to affect
our internal control over financial reporting:

     1) AMCON's corporate management terminated the employment of HNWC's then
        current President and Chief Financial Officer.

     2) AMCON's corporate management hired a new acting president and a
        qualified accounting consultant at HNWC to investigate the
        irregularities and guide internal accounting personnel in the
        application of generally accepted accounting principles related to
        inventory and production cost accounting.

     3) HNWC management hired additional accounting staff at HNWC with more
        experience.

     4) HNWC management is now reviewing all product cost summaries and
        all inventory cost changes as part of its ongoing internal controls.
                                   39



     5) AMCON's corporate management implemented procedures to ensure
        proper review and approval of all adjusting journal entries
        posted at HNWC, as well as, increasing monthly review of subsidiary
        financial statements as part of its ongoing internal controls.

     6) The Company has enhanced the training of our accounting staff and
        required periodic review of a wider variety of current technical
        accounting literature to obtain a reasonable level of assurance that
        all appropriate accounting guidance is applied to transactions such
        as discontinued operations and will retain financial expertise as
        deemed necessary.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

There have been no material developments to the Company's legal proceedings as
previously disclosed in Item 1 "Legal Proceedings" in our 2005 Annual Report
to Shareholders on Form 10-K for the fiscal year ended September 30, 2005.

Item 1A.  Risk Factors

There have been no material changes to the Company's risk factors as
previously disclosed in Item 1A - Risk Factors - in our 2005 Annual Report
on Form 10-K.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.  Defaults Upon Senior Securities

There have been no defaults in the payment of principal and interest with
respect to any indebtedness of the Company or any of it subsidiaries exceeding
five percent of total assets of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

There were no submission of matters to a vote of security holders to be
reported during the first quarter ended December 31, 2005.

Item 5.  Other Information

Not applicable.


                                   40









Item 6.   Exhibits

(a) EXHIBITS

10.34 $400,000 Subordinated Promissory Note by and between Trinity Springs,
      Inc. and Draupnir, LLC dated October 20, 2005

10.35 $200,000 Subordinated Promissory Note by and between Trinity Springs,
      Inc. and Draupnir, LLC dated November 7, 2005

10.36 $150,000 Subordinated Promissory Note by and between Trinity Springs,
      Inc. and Draupnir, LLC dated December 1, 2005

31.1  Certification by William F. Wright, Chairman and Principal Executive
      Officer, furnished pursuant to section 302 of the Sarbanes-Oxley Act

31.2  Certification by Andrew C. Plummer, Vice President and Acting Chief
      Financial Officer, furnished pursuant to section 302 of the Sarbanes-
      Oxley Act

32.1  Certification by William F. Wright, Chairman and Principal Executive
      Officer, furnished pursuant to section 906 of the Sarbanes-Oxley Act

32.2  Certification by Andrew C. Plummer, Vice President and Acting Chief
      Financial Officer, furnished pursuant to section 906 of the Sarbanes-
      Oxley Act

          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, hereunto duly authorized.

                                  AMCON DISTRIBUTING COMPANY
                                        (registrant)


Date:     September 29, 2006       /s/ William F. Wright
          -----------------        -----------------------------
                                   William F. Wright
                                   Chairman of the Board and
                                     Principal Executive Officer


Date:     September 29, 2006       /s/ Andrew C. Plummer
          -----------------        -----------------------------
                                   Andrew C. Plummer
                                   Acting CFO and Principal
                                     Financial and Accounting Officer




                                   41