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: September 30, 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: 0-17458










**AHPC
                Holdings, Inc.**(Exact
                name of registrant as specified in its charter)**Maryland**
            
            **73-1326131**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**80
                Internationale Boulevard, Unit A**
              **Glendale
                Heights, IL 60139**(Address
                of principal executive office)**(630)
                407-0242**(Registrant’s
                telephone number including area code)





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
      [X]
      No [   ]




Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act).


Yes
      [
  ] No [X]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
      [   ] No [X]





APPLICABLE
      ONLY TO CORPORATE ISSUERS





The
      number of shares of the issuer’s Common Stock, par value $.03 per share,
      outstanding as of November 21, 2005, was 1,224,137.










**AHPC
      Holdings, Inc**


**FORM
      10-Q**


**September
      30, 2005**





**INDEX**





PART
      I
      - FINANCIAL INFORMATION





Item
        1.  Financial Statements
 
 Condensed Consolidated Balance Sheets (unaudited)September
                  30, 2005 and June 30, 2005
              pgs.
                  3-4Condensed Consolidated Statements of Operations (unaudited) for
                  theThree
                  Months Ended September 30, 2005 and 2004
              pg.
                  5Condensed Consolidated Statements of Cash Flows (unaudited) for
                  the
                  Three
                  Months Ended September 30, 2005 and 2004
              pg.
                  6Notes to Condensed Consolidated Financial Statements
                  (unaudited)
              pg.
                  7
  Item
                  2.    Management’s Discussion and Analysis of Financial
                  Condition andResults
                  of Operations
              pg.
                  15Item
                  3.    Quantitative and Qualitative Disclosures About Market
                  Risk
              pg.
                  18Item
                  4.    Controls and Procedures
              pg.
                  18
 
 PART
        II - OTHER INFORMATION
 
 Item
                  1.    Legal Proceedings
              pg.
                  20Item
                  2.    Unregistered Sales of Equity Securities and Use of
                  Proceeds
              pg.
                  20Item
                  3.    Defaults Upon Senior Securities
              pg.
                  20Item
                  4.    Submission of Matters to a Vote of Security
                  Holders
              pg.
                  20Item
                  5.    Other Information
              pg.
                  20Item
                  6.    Exhibits
              pg.
                  20




2


ITEM1.
      Financial Statements


**AHPC
      Holdings, Inc. and Subsidiary**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**September
      30, 2005 and June 30, 2005**








**ASSETS**
            
            
            September
                30, 2005
            
            
            June
                30, 2005(unaudited)
            
            
            (unaudited)**CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            60,867
            
            $
            16,434Accounts receivable - trade, net of allowance for
              doubtful accounts of $336,351 at September 30, 2005
              and at June 30, 2005
            
            
            1,833,370
            
            
            1,844,349Inventories,
                net
            
            
            5,593,107
            
            
            4,992,385Prepaid
                expenses
            
            
            634,883
            
            
            488,733Other
                receivables
            
            
            4,194
            
            
            4,694Total
                current assets
            
            
            8,126,421
            
            
            7,346,595**PROPERTY,
                PLANT AND EQUIPMENT**Equipment,
                furniture and fixtures
            
            
            2,620,933
            
            
            2,617,934Building
                improvements
            
            
            35,036
            
            
            25,866Total
                property, plant and equipment
            
            
            2,655,969
            
            
            2,643,800Less
                accumulated depreciation and amortization
            
            
            2,376,915
            
            
            2,307,985Property,
                plant and equipment, net
            
            
            279,054
            
            
            335,815**OTHER
                ASSETS**
            
            
            1,108
            
            
            1,108Total
                assets
            
            $
            8,406,583
            
            $
            7,683,518





The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.





3


**AHPC
      Holdings, Inc. and Subsidiary**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS - CONTINUED**


**September
      30, 2005 and June 30, 2005**








**LIABILITIES
                AND SHAREHOLDERS' EQUITY**
            
            September
                30, 2005
            
            June
                30, 2005(unaudited)
            
            
            (unaudited)**CURRENT
                LIABILITIES**Accounts
                payable - trade
            
            $
            2,538,886
            
            $
            2,364,366Trade
                notes payable to bank
            
            
            343,121
            
            
            783,806Other
                notes payable
            
            
            56,000
            
            
            8,803Accrued
                rebates
            
            
            299,497
            
            
            231,755Accrued
                warrant liability
            
            
            629,553
            
            
            -Accrued
                expenses
            
            
            728,416
            
            
            644,888Total
                current liabilities
            
            
            4,595,473
            
            
            4,033,618**DEFERRED
                RENT**
            
            
            95,591
            
            
            45,950**LONG-TERM
                DEBT**
            
            
            605,605
            
            
            -**DEFERRED
                TAX LIABILITIES**
            
            
            308,291
            
            
            308,291**COMMITMENTS
                AND CONTINGENCIES**
            
            
            -
            
            
            -Total
                liabilities
            
            
            5,604,960
            
            
            4,387,859**SHAREHOLDERS'
                EQUITY**Series
                A convertible preferred stock, $0.01 par value;
              220,000 shares authorized, none issued and outstanding at
              September 30, 2005 and 59,350 shares issued and
                outstanding
              at
                June 30, 2005
            
            
            -
            
            
            594Common
                stock, $.03 par value; 3,333,333 shares authorized;
              1,348,402 shares issued and 1,224,137 shares outstanding at
              September 30, 2005 and 1,285,052 shares issued and
              1,160,787 shares outstanding at June 30, 2005
            
            
            40,452
            
            
            38,551Additional
                paid-in capital
            
            
            18,528,669
            
            
            18,525,456Accumulated
                deficit
            
            
            (9,761,322
            )
            
            (9,262,766
            )8,807,799
            
            
            9,301,835Less
                common stock in treasury, at cost, 124,265 shares
              on September 30, 2005 and on June 30, 2005
            
            
            6,006,176
            
            
            6,006,176Total
                shareholders' equity
            
            
            2,801,623
            
            
            3,295,659Total
                liabilities and shareholders' equity
            
            $
            8,406,583
            
            $
            7,683,518





The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.





4


**AHPC
      Holdings, Inc. and Subsidiary**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**For
      the Three Months Ended September 30, 2005 and 2004**








Three
                Months Ended
              September
                30,2005
            
            
            2004(unaudited)
            
            
            (unaudited)Net
                sales
            
            $
            6,914,796
            
            $
            6,543,234Cost
                of goods sold
            
            
            5,479,944
            
            
            5,023,062Gross
                profit
            
            
            1,434,852
            
            
            1,520,172Operating
                expensesSelling,
                general and administrative
            
            
            1,885,714
            
            
            1,873,905Loss
                from operations
            
            
            (450,862
            )
            
            (353,733
            )Other expenseInterest
                expense
            
            
            (44,459
            )
            
            (19,916
            )Loss
                from operations before provision
              for income taxes
            
            
            (495,321
            )
            
            (373,649
            )Provision
                for income taxes
            
            
            3,235
            
            
            -**NET
                LOSS**
            
            $
            (498,556
            )
            $
            (373,649
            )Net
                loss per common share:
              Basic
            
            $
            (0.41
            )
            $
            (0.39
            )Diluted
            
            $
            (0.41
            )
            $
            (0.39
            )(as
              restated
            )Weighted
                average common shares outstanding:
              Basic
                and diluted
            
            $
            1,207,237
            
            $
            967,287





The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.








5


**AHPC
      Holdings, Inc. and Subsidiary**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
      the Three Months Ended September 30, 2005 and 2004**








Three
                Months Ended
              September
                30,2005
            
            
            2004(unaudited)
            
            
            (unaudited)Cash
                flows from operating activitiesNet
                loss
            
            $
            (498,556
            )
            $
            (373,649
            )Adjustments
                to reconcile net loss to net cash provided by
              operating activitiesDepreciation
                and amortization
            
            
            68,930
            
            
            75,571Amortization
                of discount on subordinated notes
            
            
            8,372
            
            
            -Deferred
                rent expense
            
            
            49,641
            
            
            -Changes
                in operating assets and liabilitiesAccounts
                receivable - trade
            
            
            10,979
            
            
            204,510Inventories,
                net
            
            
            (600,722
            )
            
            49,766Prepaid
                expenses
            
            
            (119,364
            )
            
            (110,143
            )Other
                assets
            
            
            500
            
            
            (500
            )Accounts
                payable - trade
            
            
            174,520
            
            
            126,809Accrued
                rebates
            
            
            67,742
            
            
            (12,418
            )Accrued
                expenses
            
            
            83,528
            
            
            (22,375
            )Net
                cash used in operating activities
            
            
            (754,430
            )
            
            (62,429
            )Cash
                flows from investing activitiesCapital
                expenditures
            
            
            (12,168
            )
            
            (15,801
            )Net
                cash used in investing activities
            
            
            (12,168
            )
            
            (15,801
            )Cash
                flows from financing activitiesGross
                payments on trade notes payable to bank
            
            
            7,677,861
            
            
            5,620,045Gross
                borrowings on trade notes payable to bank
            
            
            (8,118,546
            )
            
            (5,905,370
            )Gross
                payments on notes payable
            
            
            (8,803
            )
            
            (22,906
            )Gross
                borrowings on notes payable
            
            
            56,000
            
            
            58,800Subordinated
                notes proceeds
            
            
            1,200,000
            
            
            -Proceeds
                from issuance of common stock
            
            
            4,520
            
            
            4,520Net
                cash provided by (used in) financing activities
            
            
            811,031
            
            
            (244,911
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            44,433
            
            
            (323,141
            )Cash
                and cash equivalents, beginning of period
            
            
            16,434
            
            
            359,012Cash
                and cash equivalents, end of period
            
            $
            60,867
            
            $
            35,871Supplemental
                disclosure of cash flow information:Interest
                Paid
            
            $
            45,427
            
            $
            27,219Income
                Taxes Paid
            
            $
            27,554
            
            $
            -





Noncash
      financing activities:


Estimated
      fair value of $629,553 was applied to accrued warrant liability in September
      2005 in connection with the subordinated notes.





The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.





6





**AHPC
      Holdings, Inc and Subsidiary**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**


**September
      30, 2005**





**1.**
            **Description
                of Business:**





AHPC
      Holdings, Inc. (the “Company”) is a leading marketer of foodservice and medical
      examination gloves and other disposable items used primarily in the foodservice
      industry in the United States through its wholly owned subsidiary, American
      Health Products Corporation (“AHPC”).





**2.**  **Basis
      of Presentation:**





The
      accompanying unaudited condensed, consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America, for interim financial information and with the
      instructions to Form 10-Q. Accordingly, they do not include all of the
      information and footnotes required by accounting principles generally accepted
      in the United States of America for complete financial statements. In the
      opinion of management, all adjustments necessary for a fair presentation,
      consisting only of normal recurring adjustments, have been included. For further
      information, refer to the consolidated financial statements contained in the
      Annual Report on Form 10-K for the year ended June 30, 2005, filed October
      14,
      2005. The results of operations for the three-month period ended September
      30,
      2005, may not be indicative of the results that may be expected for the fiscal
      year ended June 30, 2006.





We
      have
      made certain reclasses to the prior year balances to show comparatives.





**3.**  **Principles
      of Consolidation:**





The
      accompanying condensed consolidated financial statements include our accounts
      and those of AHPC. On April 30, 2004, we conveyed our interest in our formerly
      owned subsidiary, PT Buana (refer to Note 16). All significant intercompany
      transactions have been eliminated in consolidation.





**4.**  **Common
      Stock:**





On
      January 20, 2004, our Board of Directors approved a reverse stock split on
      a
      1-for-3 basis in order to insure the trading price of our Common Stock was
      in
      compliance with Nasdaq listing requirements. All references to per share amounts
      have been restated for this reverse stock split transaction in all periods
      presented.





During
      the three months ended, September 30, 2005, we sold 4,000 shares of our Common
      Stock. We also issued warrants to purchase shares of our Common Stock
      (refer to Note 6).





7


**5.**  **Series
      A Convertible Preferred Stock:**





On
      February 2, 2005, we completed a private placement of 220,000 shares of Series
      A
      Convertible Preferred Stock (the “Shares”). The Shares were issued at a discount
      price of $2.60 per share. The Shares were convertible on a one-for-one basis
      into shares of our Common Stock by the holders at anytime or by us at anytime
      provided that the closing price of the Common Stock equals or exceeds 150%
      of
      the closing price of Common Stock (i.e. $4.88 per share) for 21 consecutive
      trading days. We filed a registration statement with the Securities and Exchange
      Commission (the “SEC”) on March 25, 2005 registering the shares of Common Stock
      issuable upon conversion of the Shares. As of September 30, 2005, all 220,000
      Shares have been converted into shares of our Common Stock. In connection with
      this transaction, we issued the placement company warrants to purchase 11,000
      shares of our Common Stock (refer to Note 6).





Upon
      issuance, we recorded the Series A Convertible Preferred Stock as a beneficial
      conversion feature to additional paid-in-capital and retained earnings. The
      Shares were issued at a discount in the aggregate amount of
      $143,000.





Since
      the
      Shares were sold at a discount to the closing price of the Common Stock and
      in
      order to comply with the Nasdaq Stock Market, Inc., Rule 4351 (which limits
      the
      voting rights allocable to preferred stock), the Shares possess, in the
      aggregate, that number of votes which could be cast had the purchase price
      for
      the Shares been used to purchase shares of our Common Stock at the same closing
      price of our Common Stock on the business day immediately preceding the closing
      date.





**6.**  **Warrants:**





On
      February 3, 2005, we issued to LaSalle St. Securities, LLC, the placement agent
      for the private placement of the Shares, warrants to purchase 11,000 shares
      of
      our Common Stock with an exercise price equal to $3.25 per share. These warrants
      may be converted by the holder on a one-for-one basis into shares of our Common
      Stock. The warrants are exercisable during the period beginning August 5, 2005
      and ending February 2, 2008.





On
      September 29, 2005, we issued warrants to purchase up to 325,714 shares of
      our
      common stock in connection with the private placement of $1.2 million in
      subordinated promissory notes (refer to Note 15). Each Subordinated Note has
      attached a Class A Warrant and a Class B Warrant granting the holder of the
      Subordinated Note the right to purchase an aggregate 192,000 and 120,000 shares,
      respectively, of our Common Stock at an exercise price of $3.50 per share and
      $4.50 per share, respectively. In addition, in connection with this transaction,
      we issued the placement company a warrant to purchase 13,714 shares of our
      common stock at an exercise price of $3.50 per share. This warrant has similar
      rights and terms to the Class A Warrants and will be also referred to as the
      “Class A” warrants. Each of the Class A Warrants and the Class B Warrants has an
      exercise term of five years. The Class A Warrants and Class B Warrants can
      be
      automatically exercised in full in a cashless exchange if the closing price
      of
      the common stock on NASDAQ exceeds $8.75 and $11.25, respectively, for fifteen
      (15) consecutive trading days. The Class A Warrants and Class B Warrants were
      assigned a fair value of $629,553, estimated using the Black-Scholes valuation
      model. The following assumptions were used to determine the fair value of these
      warrants using the Black-Scholes valuation model: a term of five years, a
      risk-free rate of 3.97%, volatility of 100%, and expected dividend yield of
      zero.





8


The
      holders of the Subordinated Notes and Class A Warrants and Class B Warrants
      have
      registration rights that require us to file a registration statement within
      one
      year, from the issuance of the warrants, with the Securities and Exchange
      Commission to register the resale of the common stock issuable upon the exercise
      of the warrants if we file a registration statement or if we receive a
      collective demand for registration, from 51% or more of the holders of the
      Class
      A Warrants and Class B Warrants of the total Common Stock issuable upon exercise
      of all the warrants. Under EITF No. 00-19, *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock,* the
      ability to register stock is deemed to be outside of our control. Accordingly,
      we have recorded the fair value of the Class A Warrants and Class B Warrants
      of
      $629,553 as an accrued warrant liability in the consolidated balance sheet,
      and
      this liability will be marked to fair value at the end of each subsequent
      reporting period.




**7.**  **Stock
      Incentive Plans:**





In
      December 2004, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 123, “Share-Based Payment” (Revised 2004) (“SFAS 123R”).
      We adopted the provisions of SFAS No 123R as of July 1, 2005 using the modified
      prospective method. SFAS No. 123R is a revision of SFAS No. 123, “Accounting for
      Stock Based Compensation” and supersedes Accounting Principles Board (“APB”)
      Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS 123R
      establishes standards for the accounting for transactions in which an entity
      exchanges its equity instruments for goods or services that are based on the
      fair value of the entity’s equity instruments or that may be settled by the
      issuance of those equity instruments. We have granted stock options to our
      employees in connection with the provision of services. Prior to July 1,
      2005, SFAS 123R required us to disclose the pro forma effect of
      compensation expense for these stock options. Under SFAS 123R, we are required
      to record applicable compensation expense in our results of operations. During
      the period ending September 30, 2005, no compensation expense was recognized
      since all options outstanding as of June 30, 2005 were fully vested and there
      were no options granted during the period.





Prior
      to
      the adoption of SFAS 123R, we accounted for stock-based compensation in
      accordance with Accounting Principles Board (“APB”) Opinion No. 25,
“ *Accounting
      for Stock Issued to Employees* ,”
and
      have previously adopted the disclosure-only provisions of SFAS No. 123,
“ *Accounting
      for Stock-Based Compensation* ,”
      related to options and warrants issued to employees and directors. Option
      exercise prices for options granted under this plan were not less than the
      fair
      market value of our Common Stock on the date of grant.





9


The
      following table illustrates the effect on net earnings and earnings per share
      if
      we had applied the fair value recognition provisions of SFAS No. 123,
“ *Accounting
      for Stock-Based Compensation* ,”
to
      stock-based compensation.




Three
                Months Ended
              September
                30,2005
            
            
            2004Net
                loss, as reported
            
            $
            (498,556
            )
            $
            (373,649
            )Deduct:
                total stock-based employee
              compensation expense determined under fair
              value based method for awards granted,
              modified, or settled, net of related tax effects
            
            
            -
            
            
            4,999Pro
                forma net loss
            
            $
            (498,556
            )
            $
            (378,648
            )Earnings
                per shareBasic - as reported
            
            $
            (0.41
            )
            $
            (0.39
            )Basic - pro forma
            
            
            (0.41
            )
            
            (0.39
            )Dilutive - as reported
            
            $
            (0.41
            )
            $
            (0.39
            )(as
              restated
            )Dilutive - pro forma
            
            
            (0.41
            )
            
            (0.39
            )(as
              restated
            )





**8.**  **Net
      Loss Per Share:**





We
      follow
      the Statement of Financial Accounting Standards No. 128, “Earnings Per Share
      (EPS)” (“SFAS 128”), which requires dual presentation of basic and diluted
      earnings per share for all periods presented. Basic EPS amounts are based on
      the
      weighted-average number of shares of Common Stock outstanding during each period
      while diluted EPS amounts are based on the weighted-average number of shares
      of
      Common Stock outstanding during the period and the effect of dilutive stock
      options and warrants. Dilution is not applicable during the loss periods
      presented. The weighted-average number of common shares and common share
      equivalents outstanding for the three months ended September 30, 2005 and 2004,
      respectively, are as follows:




Three
                Months Ended
              September
                30, 2005
            
            
            Three
                Months Ended
              September
                30, 2004Net
                Loss available to common shareholders
            
            $
            (498,556
            )
            $
            (373,649
            )Basic
                weighted-average number of common shares outstanding
            
            
            1,207,237
            
            
            967,287Dilutive
                effect of common share equivalents
            
            
            -
            
            
            -Diluted
                weighted-average number of common shares outstanding
            
            
            1,207,237
            
            
            967,287





**9.**  **Accounting
      for Income Taxes:**





We
      record
      income taxes in accordance with Statement of Financial Accounting Standards
      No.
      109 (“SFAS 109”). SFAS 109 utilizes the liability method and deferred taxes are
      determined based on the estimated future tax effects of differences between
      the
      financial statement and tax basis of assets and liabilities given the provisions
      of enacted tax laws. Deferred income tax provisions and benefits are based
      on
      the changes in the deferred tax asset or tax liability from period to
      period.


10


Our
      U.S.
      operations had generated net operating loss carry-forwards (“NOL’s”) in prior
      years, of which approximately $4.998 million is remaining at September 30,
      2005.
      These NOL’s are fully reserved with a valuation allowance and are included as a
      component of deferred tax assets. In accordance with federal tax regulations,
      usage of the net operating loss carryforwards is subject to limitations in
      future years as a direct result of the Redemption Transaction described in
      Note
      16. We have available to utilize only $2.8 million of these NOL’s over the
      next 20 years, at which time all of the NOL’s listed above will have expired.





For
      the
      three months ended September 30, 2005 and 2004, we have recorded a provision
      of
      $3,235 and $0, respectively, for income taxes. The current year period provision
      was for state income taxes.





**10.** **Contingencies:**





Over
      the
      last several years, numerous product liability lawsuits have been filed against
      suppliers and manufacturers of latex gloves alleging, among other things,
      adverse allergic reactions. We are one of numerous defendants that have been
      named in such lawsuits. During the three months ended September 30, 2005, there
      were no additional product liability lawsuits filed against the Company. At
      September 30, 2005, we were involved in a total of 9 lawsuits, either as a
      named
      defendant, third party or an indemnifier. We have agreed to defend and indemnify
      certain of our vendors solely in connection with the sale and distribution
      of
      our products. None of these lawsuits name us as the sole defendant. We are
      an
      active defendant in two of the claims. The indemnitees have not pursued action
      against us in the remaining seven claims.





We
      possess product liability insurance coverage which covers the defense costs
      and
      certain damage awards associated with the product liability claims against
      the
      Company and AHPC. Additionally, AHPC’s customers typically procure product
      liability insurance that limits our exposure to those claims for which we have
      agreed to indemnify such customers, subject to deductions for such claims that
      remain our responsibility. We believe that all legal claims are adequately
      provided for or involve such amounts that would not materially or adversely
      affect our financial condition. However, there is no assurance that AHPC’s or
      its customers’ insurance will be sufficient to meet all damages for which we may
      be held liable. In addition, there can be no assurances that product liability
      insurance for these claims will continue to be available to us or, if available,
      that it will be available in sufficient amounts and at affordable
      terms.





**11.** **Critical
      Accounting Policies:**





While
      all
      of our accounting policies are important in assuring that we adhere to current
      accounting standards, certain policies are particularly important due to their
      impact on our financial statements. These are described in detail
      below.





Concentration
      of Credit Risk. A
      relatively small number of national accounts comprise a substantial portion
      of
      our revenues. As of September 30, 2005, receivables from our key national
      accounts amounted to 72.9% of our outstanding accounts receivable.





Reserves
      for Accounts Receivable and Inventory. We
      review on an ongoing basis the realizability of our trade receivables and the
      need for establishing reserves. As of September 30, 2005 and June 30, 2005,
      we
      have established reserves of $336,351 in relation to our trade
      receivables.





We
      review
      on an ongoing basis the realizability of our inventory value and the need for
      establishing reserves. Accordingly, we have established the inventory reserves
      for valuation, shrinkage, excess and obsolete inventory. As of September 30,
      2005, we have established reserves of $213,056 and as of June 30, 2005 our
      reserves were $225,941.





11


Revenue
      Recognition. Sales
      for all products shipped from our Glendale Heights, Illinois warehouse are
      recognized at the time the product is shipped to our customers or picked up.
      Sales shipped or picked up from our designated three public warehouse facilities
      are recognized the day following the date of shipment. An accrual is recorded
      to
      recognize these sales in accordance with our accounting policies.





Inventories. Inventories are accounted for on a first-in, first-out basis and are valued
      at
      the lower of actual cost or market. Inventories are stored at our Glendale
      Heights, Illinois warehouse and three independent public warehouses located
      in:
      Oakland, California; Fond du Lac, Wisconsin; and Hanover, Pennsylvania.





Property,
      Plant and Equipment. We
      record property, plant and equipment at cost. Depreciation is provided by both
      straight-line and accelerated methods over lives ranging from 2 to 7 years.
      Building improvements are amortized on a straight-line basis over their
      estimated useful lives or lease terms, whichever is shorter.





Sales
      Incentives. Certain
      customers are granted discounts, rebates or other allowances which are intended
      to assist in the promotion of our products. We record these discounts and
      rebates as our customers earn them or when they are paid, depending on the
      nature of the item. All discounts, rebates and allowances are shown as a
      deduction from gross sales to arrive at net sales in our consolidated statements
      of income.





Deferred
      Tax Asset. Deferred
      taxes result from the effect of transactions that are recognized in different
      periods for financial and tax reporting purposes. A valuation allowance is
      established when it is more likely than not that any portion of the deferred
      tax
      assets will not be realized. The valuation allowance is adjusted if the
      realization of deferred tax assets becomes more likely than not. Should our
      income projections result in the conclusion that realization of deferred tax
      assets is more likely than not, further adjustments to the valuation are
      made.




Accrued
        Warrant Liability .
        In
        connection with the Subordinated Notes (refer to Note 15), we recorded the
        fair
        market value of the associated warrants (refer to Note 6) as an accrued
        warrant liability in accordance with SFAS 133 Accounting for Derivative
        Instruments and Hedging Activities and EITF 00-19 Accounting for Derivative
        Financial Instruments Indexed to, and Potentially Settled in, a Company's
        Own
        Stock. Accordingly, changes in the fair market value of the warrants will
        be
        reported in earnings as they occur. The associated discount on the Subordinated
        Notes is being amortized to interest expense, using the effective interest
        rate
        method, over the term of the Subordinated Notes.
 **12.** **Recent
        Accounting Standards and Pronouncements:**





In
      December 2004, the FASB issued SFAS No. 123, “Share-Based Payment” (Revised
      2004) (“SFAS 123R”). We adopted the provisions of SFAS No 123R as of July 1,
      2005 using the modified prospective method. SFAS No. 123R is a revision of
      SFAS
      No. 123, “Accounting for Stock Based Compensation” and supersedes Accounting
      Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to
      Employees”. SFAS 123R establishes standards for the accounting for transactions
      in which an entity exchanges its equity instruments for goods or services that
      are based on the fair value of the entity’s equity instruments or that may be
      settled by the issuance of those equity instruments. We have granted stock
      options to our employees in connection with the provision of services. Prior
      to
      July 1, 2005, SFAS 123R required us to disclose the pro forma effect of
      compensation expense for these stock options. Under SFAS 123R, we are required
      to record applicable compensation expense in our results of operations. During
      the period ending September 30, 2005, no compensation expense was recognized
      since all options outstanding as of June 30, 2005 were fully vested and there
      were no options granted during the period.





12


**13.** **Key
      Customers:**





Our
      customers include leading foodservice distributors and healthcare product
      suppliers. During the three months ended September 30, 2005, AHPC’s national
      customer group accounted for 87.7% of net sales. The customer group is comprised
      of 60 independent customers. The loss of these national customers would have
      a
      materially adverse effect on us. Our customers tend to limit the number of
      qualified vendors they purchase from to gain efficiencies across their product
      line. We, therefore, expend substantial efforts to maintain and grow our
      relationships with our existing major customers. However, our products are
      ultimately distributed by three diversified distribution companies, through
      their combined networks of over 100 operating companies, to thousands of
      foodservice organizations and medical facilities throughout the United States.
      The ultimate end-users of our products are foodservice organizations and medical
      facilities, healthcare professionals and individuals who use our gloves and
      other associated disposable products.





**14.** **Trade
      Notes Payable to Bank:**





On
      September 9, 2004, we signed a commitment for a one-year credit facility with
      Greenfield Commercial Credit, LLC, a privately held commercial financing
      company. This credit facility consisted of an asset-based loan and security
      agreement that provided us with a $3 million revolving line of credit. Pursuant
      to the line of credit, we could borrow up to the lesser of (i) $3 million or
      (ii) the sum of 75% of eligible receivables and 35% of eligible inventory,
      with
      a limit of $1,000,000 on the amount of borrowing availability on the eligible
      inventory. The line of credit borrowings carried an interest rate of prime
      plus
      8.0%. At anytime prior to the maturity date, the lender had the unrestricted
      right to demand payment of all outstanding indebtedness. These bank obligations
      were secured by a security interest in substantially all of AHPC tangible and
      intangible assets. The credit facility contained certain penalties for early
      termination. This credit facility was renewed on September 9, 2005 with certain
      amendments described below.





The
      renewal of our loan and security agreement with Greenfield Commercial Credit,
      LLC, on September 9, 2005, included an amendment increasing our borrowing
      availability from $3 million to a potential maximum borrowing amount of $5
      million. Under the amended facility we may borrow up to the lesser of (i) $5
      million or (ii) the sum of 80% of eligible receivables and 50% of eligible
      inventory on hand and 35% of eligible inventory in-transit, with a sub limit
      on
      the inventory in-transit of $500,000, and an overall inventory cap of
      $2,500,000. The line of credit borrowings carry an interest rate of prime plus
      4.5%. The prime rate is the rate published in the Wall Street Journal in its
      “Money Rates” column as the “Prime Rate.” As of September 30, 2005 the prime
      rate was 6.5%. At any time prior to the maturity date, the lender has the
      unrestricted right to demand payment of all outstanding indebtedness. These
      bank
      obligations remain secured by a security interest in substantially all of AHPC
      tangible and intangible assets and continue to contain certain penalties for
      early termination. As of September 30, 2005 and June 30, 2005 we had an
      outstanding credit line balance of $343,121 and $783,806, respectively, under
      this credit facility and were contingently liable for outstanding letters of
      credit liabilities totaling $1,407,269 and $927,337, respectively. Also,
      included in the contingent outstanding letters of credit for both September
      30,
      2005 and June 30, 2005 is one standby letter of credit for $125,000 which
      represents our warehouse and office space security deposit.




In
      addition to our grant of a security interest in substantially all of AHPC’s
      assets, Alan Zeffer, our Chief Executive Officer, has guaranteed the repayment
      of the revolving loan in full if the loan is not repaid as a result of
      malfeasance by Mr. Zeffer in the performance of his duties.




13


**15.** **Long-Term
      Debt:**





On
      September 29, 2005, we completed a private placement of $1.2 million in
      subordinated promissory notes (the “Subordinated Notes”). Our obligations under
      the Subordinated Notes are secured by a Security Agreement that generally grants
      the holder of the Subordinated Note a secondary interest behind Greenfield
      Commercial Credit LLC, in substantially all of our assets. The Subordinated
      Notes bear interest at a rate of 7% per annum with a maturity date of two years
      after the date of issuance of the Subordinated Notes. Each Subordinated Note
      has
      attached a Class A Warrant and a Class B Warrant granting the holder of the
      Subordinated Note the right to purchase shares of our Common Stock at an
      exercise price of $3.50 per share and $4.50 per share, respectively (refer
      to
      Note 6). We recorded each warrant at its fair value at the date of issuance.
      The
      $26,786 fair value of the warrants allocable to the placement agent has been
      recorded as debt issue costs and is being amortized to expense over the term
      of
      the Subordinated Notes. The discount on the Subordinated Notes for the warrants
      is being amortized to interest expense, using the effective interest rate
      method, over the term of the Subordinated Notes. At September 30, 2005, the
      unamortized discount on the warrants was $594,395. For the three months ended
      September 30, 2005, total interest expense recognized relating to
      the discount was $8,372.





**16.** **WRP
      Asia Financial Restructuring:**





On
      July
      8, 2003 WRP Asia announced the completion of its financial restructuring, which
      involved restructuring and reducing WRP Asia’s debt position and providing
      additional new funding. Due to the terms of the restructuring, WRP Asia was
      prohibited from repaying certain debt, including our intercompany debt in the
      short term.





On
      November 3, 2003, we announced the signing of a definitive stock redemption
      and
      exchange agreement (the “Redemption Transaction”) with WRP Asia. We completed
      the redemption from WRP Asia, which became effective on April 30, 2004, pursuant
      to a stock redemption and exchange agreement with WRP Asia. Through this
      transaction we redeemed 417,513 shares of our Class A Common Stock and 833,333
      shares of our Class B Common Stock, which comprised all of WRP Asia's holdings
      in the Company at the effective date of the redemption. These share amounts
      reflect the 1 for 3 reverse stock split which was effective on January 20,
      2004.
      Collectively, these shares represented approximately 53.2% of our outstanding
      capital stock on the effective date of the transaction. As consideration for
      the
      redemption, we conveyed to WRP Asia our 70% ownership interest in PT Buana
      and
      forgave all indebtedness owing to us or our subsidiaries from WRP Asia and
      from
      PT Buana, with the exception of certain mutually agreed obligations related
      to
      recent product purchases. We also entered into a five (5) year supply agreement
      whereby we agreed to purchase certain minimum quantities of our latex glove
      needs from WRP Asia. In connection with the redemption, we received a fairness
      opinion from an independent professional valuation firm that the transaction
      was
      fair to our shareholders. On the closing of the transaction, the three of our
      seven directors who were employees of WRP Asia resigned their positions as
      officers and directors of the Company.





As
      of
      April 30, 2004, the market value of the stock redeemed at the closing of the
      stock redemption was $4,377,000. The balance sheet amounts, as of April 30,
      2004, that related to our share of PT Buana financials, net of
      intercompany receivable and payables, were assets totaling $11,305,439 and
      liabilities of approximately $2,665,854. For fiscal 2005, the portion of net
      revenues relating to PT Buana was $11,511,161 with a net operating loss of
      $566,268. In connection with the transaction, we agreed to forgive all
      indebtedness owing to us or our subsidiaries from WRP Asia and from PT Buana
      (except for certain amounts owed us for recent product purchases), which equaled
      $1,401,322. The loss on this transaction was $174,361, and was recorded in
      Paid-in-Capital.





In
      connection with the redemption of WRP Asia, we also changed our name from WRP
      Corporation to AHPC Holdings, Inc, effective May 14, 2004. Additionally, our
      NASDAQ trading symbol changed from WRPC to GLOV.




**17.**  **Restatement:**
 
 This
        Form
        10-Q reflects a correction of our accounting and disclosure related to the
        calculation of the reported basic and diluted net loss per share. For the
        quarter ended September 30, 2004 we improperly included potential common
        shares in the denominator of our diluted net loss per share computation,
        which
        caused an incorrect anti-dilutive diluted net loss per share amount. We have
        restated our financial statements to reflect the correction of this
        error.
 September
                  30
                (as
                  restated)
              
              
              September
                  30
                (as
                  previously reported)2004
              
              
              2004Net
                  Loss
              
              $
              (373,649
              )
              $
              (373,649
              )Basic
                  net loss per common share
              
              
              ($0.39
              )
              
              ($0.39
              )Diluted
                  net loss per common share
              
              
              ($0.39
              )
              
              ($0.35
              )
  14
 **ITEM
        2. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations**





The
      purpose of management’s discussion and analysis of financial condition and
      results of operations is to provide shareholders with an understanding of our
      financial condition, changes in financial condition and results of operations.





***Business
      Overview***





Our
      wholly owned subsidiary, American Health Products Corporation (“AHPC”), is
      engaged in the marketing and distribution of high quality medical grade
      examination, foodservice gloves, and other complimentary products within the
      United States and Canada. We have been in the glove business since our
      incorporation in January 1989. For the three months ended September 30, 2005,
      we
      recorded net sales of approximately $6.9 million.





Our
      formerly 70% owned subsidiary, PT WRP Buana Multicorpora (“PT Buana”), owns an
      Indonesian glove manufacturing plant, which commenced operations in April 1996.
      PT Buana manufactures high quality, disposable powdered and powder-free latex
      examination gloves. Under our Redemption Transaction (as described in Note
      16 to
      our Condensed Consolidated Financial Statements) with WRP Asia, effective April
      30, 2004, we conveyed our 70% interest in PT Buana to WRP Asia and entered
      into
      a five year supply agreement with WRP Asia for the provision of certain of
      our
      latex glove needs.





**Three
      Months Ended September 30, 2005, Compared to the Three Months Ended September
      30, 2004:**





Consolidated
      net sales for the three months ended September 30, 2005 were $6,914,796 which
      represents an increase in net sales of $371,562 or 5.7% compared to the three
      months ended September 30, 2004. This increase in sales is due to growth in
      our
      healthcare line of business which had a growth of 28.9% for the three months
      ended September 30, 2005 from the three months ended September 30, 2004. Our
      net
      sales are derived from the sales of finished product net of allowable rebates,
      discounts and returns.





Consolidated
      gross profit decreased $85,320 or 5.6% for the three months ended September
      30,
      2005 compared to the three months ended September 30, 2004. Cost of goods sold
      includes all costs to purchase our finished products plus the related costs
      associated with ocean freight, customs duty and warehousing. The increase in
      cost of goods sold during the current year period was due to increases in raw
      material costs. We continue to expect our gross margins to be affected by the
      cost of latex, changes in product mix, competition, manufacturing capacity
      levels and other factors.





Our
      operating loss has increased $97,129 or 27.5% for the three months ended
      September 30, 2005 from the same time period in the prior year. Selling
      expenses, a component of calculating our operating loss, include all salaries
      and payroll related costs for sales and marketing staff together with other
      sales related expenses such as sales commissions, travel costs, trade shows,
      advertising, promotions and delivery costs. During the three months ended
      September 30, 2005, our selling, general, administrative and other expenses
      (“SG&A expenses”) increased by $11,809 or 0.6%. As a percentage of net
      sales, SG&A expenses decreased from 28.6% for the three months ended
      September 30, 2004, to 27.2% for the three months ended September 30, 2005.
      This
      decrease was primarily due to an increase in net sales for the three month
      period September 30, 2005.





15


Loss
      from
      operations before taxes increased by $121,672 or 32.6% for the three months
      ended September 30, 2005 compared to the same period in the prior year. This
      increase in our loss form operations was primarily due to an increase in raw
      material costs. Included in the computation of our loss from operations is
      other
      income (or expense) which consists of interest expense and income and
      miscellaneous expense and income. Other expense increased by $24,543 for the
      three months ended September 30, 2005 from the reported amount in the same
      period in the prior year. This increase was due to amortization of the warrant
      discount of $8,372 (refer to Note 15) and an increase in interest expense
      relating to the higher interest rate in correspondence with our current credit
      facility.





The
      expense for income taxes for the three months ended September 30, 2005 was
      $3,235 compared to $0 in the prior year period. The increase in the current
      year
      period was due to income taxes paid to various states.





As
      a
      result of the factors discussed above, we reported a net loss of $(498,556)
      for
      the three months ended September 30, 2005, which compares to a net loss of
      $(373,649) during the same period in the prior year. Basic and dilutive loss
      per
      share for the three months ended September 30, 2005 and September 30, 2004,
      were
      $(0.41) and $(0.39), respectively. Outstanding options and warrants are excluded
      from the calculation of diluted loss from per share, since the inclusion of
      such
      options and warrants is anti-dilutive.





**Liquidity
      and Capital Resources:**





**Three
      Months Ended September 30, 2005:**





Cash
      and
      cash equivalents at September 30, 2005 were $60,867, an increase of $44,433
      from
      $16,434 at June 30, 2005. We experienced an increase in cash flows during the
      three months ended September 30, 2005, primarily as a result of cash provided
      by
      financing activities primarily through the proceeds received from issuance
      of our secured subordinated promissory notes (refer to Note 15 of our
      Consolidated Financial Statements).





Our
      operations used cash of $754,430 during the three months ended September 30,
      2005, primarily as a result of increases in inventory levels and product line
      extensions. Net trade accounts receivable at September 30, 2005 was $1,833,370
      which decreased from $1,844,349 at June 30, 2005 due to timing of cash receipts.
      Net inventories at September 30, 2005 were $5,593,107, an increase from the
      level at June 30, 2005, of $4,992,385, due to management’s efforts to maintain
      inventory levels and bring on new product line extensions.





During
      the three months ended September 30, 2005, we used cash in investing activities
      of $12,168 in connection with capital improvement expenditures during such
      period primarily relating to computer software and hardware.





During
      the three months ended September 30, 2005, cash provided by financing activities
      equaled $811,031. The cash provided by financing activities largely resulted
      from the issuance of the $1.2 million secured subordinated promissory notes
      (refer to Note 15 of our Consolidated Financial Statements), which was offset
      by
      repayment of certain borrowings.





We
      renewed our credit facility with Greenfield Commercial Credit, LLC on September
      9, 2005 with certain amendments described below. In connection with the renewal,
      we incurred a renewal fee of $100,000. Moreover, the fee to again renew the
      security agreement after the one-year term expires in September 2006 will be
      $50,000.





16


The
      renewal of our loan and security agreement with Greenfield Commercial Credit,
      LLC, on September 9, 2005, included an amendment increasing our borrowing
      availability from $3 million to a potential maximum borrowing amount of $5
      million. Under the amended facility, we may borrow up to the lesser of (i)
      $5
      million or (ii) the sum of 80% of eligible receivables and 50% of eligible
      inventory on hand and 35% of eligible inventory in-transit, with a sub limit
      of
      $500,000, and an overall inventory cap of $2,500,000. The line of credit
      borrowings carry an interest rate of prime plus 4.5%. At any time prior to
      the
      maturity date, the lender has the unrestricted right to demand payment of all
      outstanding indebtedness. These bank obligations remain secured by a security
      interest in substantially all of AHPC's tangible and intangible assets and
      continue to contain certain penalties for early termination. As of September
      30,
      2005, we had an outstanding credit line balance of $343,121 under this credit
      facility and were contingently liable for outstanding letters of credit
      liabilities totaling $1,407,269.




The
        audited June 30, 2005 financial statements have been prepared under the
        assumption that we are a going concern. We continue to experience reoccurring
        net losses. Although we have benefited from several cost reduction programs,
        the
        volatility of raw material costs and rising oil prices together has limited
        the
        benefits of these programs in our results of operations.
  Despite
        the negative cash flow, we have been able to secure both short-term and
        long-term financing to support future operations (refer to Note 15 to our
        consolidated financial statements). We believe that this short-term and
        long-term financing will be sufficient to support our liquidity through June
        30,
        2006, depending on operating results and the continued trade support. We
        expect
        to continue to consume cash through the end of fiscal year June 30, 2006.
        The
        rate at which cash will be consumed is primarily dependent on the revenues
        realized, cost reductions, cost of rising raw material and our ability to
        pass
        along some of these costs to our customers. There can be no assurances that
        the
        current financing will be sufficient and that favorable operating results
        will
        be achieved, or that additional financing will be available to us, or that
        the
        terms of any additional financing will be favorable to us.


The
      following table summarizes our significant contractual commitments as of
      September 30, 2005:





**Payments
                Due by Period****Contractual****Obligation**
            
            
            **Total**
            
            
            **Less
                Than 1 Year**
            
            
            **1
                - 3 Years**
            
            
            **4
                - 5 Years**
            
            
            **After
                5 Years**Operating
                Leases (1)
            
            $
            1,987,904
            
            $
            304,090
            
            $
            1,306,836
            
            $
            376,978
            
            $
            -Purchase
                Commitments (2)
            
            $
            18,812,205
            
            $
            3,930,126
            
            $
            14,882,079
            
            $
            -
            
            $
            -





(1)
      On
      March 31, 2005, we entered into a Lease Agreement with ProLogis to lease
      warehouse and office space in the building known as 80 Internationale Boulevard,
      Unit A in Glendale Heights, Illinois. The term of the Lease Agreement commenced
      on May 1, 2005 and will end on June 30, 2010, subject to our option to extend
      the lease term for an additional term of 5 years.


(2)
      On
      April 30, 2004, we entered into a five year supply agreement with WRP Asia.
      This
      agreement calls for us to purchase no less than a minimum of seven forty-foot
      containers of product per month and no less than 125 forty-foot containers
      of
      product per each 12 month period commencing on April 30, 2004. Our estimated
      12
      month liability, for 125 forty-foot containers, would be $5,240,168. However,
      in
      the event that our majority customer ceases purchasing latex gloves from us,
      we
      shall only be obligated to purchase from WRP Asia as many forty-foot containers
      of product per month as needed to meet 100% of our product needs, or the minimum
      annual amount, whichever is less.





17


**Forward
      Looking Statements**





Certain
      matters discussed in this Form 10-Q are “forward-looking statements,” and the
      Company intends these forward-looking statements to be covered by the safe
      harbor provisions for forward-looking statements contained in the Private
      Securities Litigation Reform Act of 1995 and is including this statement for
      purposes of those safe harbor provisions. These forward-looking statements
      can
      generally be identified as such because the context of the statement includes
      phrases such as the Company “expects,” “believes,” “anticipates” or other words
      of similar meaning. Similarly, statements that describe the Company’s future
      plans, objectives or goals are also forward-looking statements. Such
      forward-looking statements are subject to certain risks and uncertainties which
      could cause actual results or outcomes to differ materially from those currently
      anticipated. Factors that could affect actual results or outcomes
      include changes in consumer spending patterns; unanticipated issues related
      to the Company’s business; the Company’s success in implementing its strategic
      plan; actions of companies that compete with the Company; the Company’s success
      in managing inventory; the success of suppliers and customers; the ability
      of
      the Company to deploy its capital successfully; unanticipated outcomes related
      to outsourcing certain manufacturing processes; and unanticipated outcomes
      related to outstanding litigation matters. Shareholders, potential investors
      and
      other readers are urged to consider these factors in evaluating the
      forward-looking statements and are cautioned not to place undue reliance on
      such
      forward-looking statements. The forward-looking statements included herein
      are
      only made as of the date of this Form 10-Q. The Company assumes no obligation,
      and disclaims any obligation, to update such forward-looking statements to
      reflect subsequent events or circumstances.




**ITEM
        3. Quantitative and Qualitative Disclosures About Market
        Risk**
  We
        are exposed to the impact of interest rate changes, foreign currency
        fluctuations and changes in the market value of investments. We have not
        entered
        into interest rate caps or collars or other hedging
        instruments.





Exposure
      to changes in interest rates is limited to borrowings under revolving credit
      and
      debt agreements, which have variable interest rates, tied to the prime rate
      of
      interest. We estimate that the fair value of each debt instrument approximated
      its market value at September 30, 2005.




**ITEM
      4. Controls and Procedures**





As
      of the
      end of the period covered by this report, the Company carried out an evaluation,
      under the supervision and with the participation of the Company's management,
      including the Company's Chief Executive Officer and Chief Financial Officer,
      of
      the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
      and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based
      upon
      this evaluation and because of the material weakness described below, the
      Company's Chief Executive Officer and Chief Financial Officer concluded that
      as
      of the end of such period the Company's disclosure controls and procedures
      were
      not effective in timely alerting them to material information relating to the
      Company required to be included in the Company's periodic filings with the
      Securities and Exchange Commission. It should be noted that in designing and
      evaluating the disclosure controls and procedures, management recognized that
      any controls and procedures, no matter how well designed and operated, can
      provide only reasonable assurance of achieving the desired control objectives,
      and management necessarily was required to apply its judgment in evaluating
      the
      cost-benefit relationship of possible controls and procedures. The Company
      has
      designed its disclosure controls and procedures to reach a level of reasonable
      assurance of achieving the desired control objectives and, based on the
      evaluation described above, the Company's Chief Executive Officer and Chief
      Financial Officer concluded that the Company's disclosure controls and
      procedures were not effective at reaching that level of reasonable
      assurance.





18


During
      the process of responding to a recent SEC comment letter, the Company’s
      management identified an error which lead to the identification of a material
      weakness within the Company’s financial reporting and disclosure
      controls.





The
      error
      relates to the Company's accounting and disclosure of the reverse three for
      one
      stock split effective January 20, 2004 and the calculation of the reported
      basic
      and diluted net loss per share. The Company incorrectly included potential
      common shares in the denominator of a diluted per-share computation that
      resulted in the disclosure of an anti-dilutive per share amount, which is not
      the equivalent of diluted earnings per share disclosure. Additionally, in
      connection with the reverse three for one stock split, the Company failed to
      retroactively adjust its loss per share amounts to reflect the stock split.
      It
      should be noted, however, that the Company's failure to accurately report its
      basic and diluted net loss per share did not have any affect on the Company's
      cash balance for the applicable periods.










-
            Develop
                a formal policy/procedures manual for the financial statement reporting
                and regulatory filing process


-
            Develop
                monthly, quarterly and annual closing procedures checklists and “close”
                binders. These binders should include a draft of the financials statements
                and 10-K/Q with references to supporting schedules or other documentation
                (i.e., agreements)


-
            Utilize
                a Generally Accepted Accounting Principle (GAAP) checklist to help
                ensure
                all relevant disclosures are included


-
            Prepare
                white papers to address the accounting for any new account pronouncements
                and any existing and/or new complex or unusual accounting
                transactions


-
            Documented
                detail reviews by management and others of regulatory filings and
                financial statements


-
            Implement
                training programs for technical accounting areas and SEC reporting
                requirements


-
            Continue
                to consider with outside legal counsel the filing of an 8-K upon
                signature
                of any agreements make on behalf of the
                Company





There
      was
      no change in the Company’s internal control over financial reporting (as defined
      in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934,
      as
      amended) during the Company’s most recently completed fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, the Company’s
      internal control over financial reporting.





19





**PART
      II**


**Other
      Information**





**ITEM
      1.  Legal Proceedings.**




In the normal course of business, the Company may be involved in various legal
      proceedings from time to time. The Company does not believe it is currently
      involved in any claim or action the ultimate disposition of which would have
      a
      material adverse effect on the Company’s financial statements.





**ITEM
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.**





None





**ITEM
      3.  Defaults Upon Senior Securities.**





None





**ITEM
      4.  Submission of Matters to a Vote of Security
      Holders.**





None





**ITEM
      5.  Other Information.**





None





**ITEM
      6.** **Exhibits.**




Exhibit
                Number
            Description
                of Document


3.1  Certificate
      of Incorporation of the Company, incorporated herein by reference to Exhibit
      No.
      3.1 to the Company’s Form S-1 Registration Statement (Registration No.
      33-36206).





3.2  Certificate
      of Amendment to Certificate of Incorporation of the Company, incorporated herein
      by reference to Exhibit No. 3.2 to the Company’s Form S-1 Registration Statement
      (Registration No. 33-36206).





3.3  Certificate
      of Amendment to Certificate of Incorporation of the Company, incorporated herein
      by reference to Exhibit 3.3 to the Company’s form 10-K Annual Report for the
      fiscal year ended December 31, 1991 (File No. 0-17458).





3.4  Articles
      of Amendment to Certificate of Incorporation, incorporated herein by reference
      to Exhibit 10.42 included in the Company’s Form 10-K Annual Report for the
      fiscal year ended December 31, 1997 (File No. 0-17458).





3.5 Bylaws
      of
      the Company, incorporated herein by reference to Exhibit No. 3.4 to the
      Company’s Form S-18 Registration Statement (Registration No.
      33-23164-FW).





20


3.6 Amendment
      to Bylaws of the Company, incorporated herein by reference to Exhibit 3.5 to
      the
      Company’s Form 10-K Annual Report for the fiscal year ended December 31, 1991
      (File No. 0-17458).





31.1 Certification
      of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




31.2 Certification
      of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




32.1 (1) Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.






(1)  This
      certification is not "filed" for purposes of Section 18 of the Securities
      Exchange Act of 1934, as amended, or incorporated by reference into any filing
      under the Securities Act of 1933, as amended, or the Securities Exchange Act
      of
      1934, as amended.





21




**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.








AHPC
      Holdings,
      Inc


(Registrant)








BY /s/
      Deborah J.
      Bills


Deborah
      J. Bills, Chief Financial Officer




Dated:
      November 21, 2005






22