Exhibit-23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of
AMCON Distributing Company on Form S-8, filed on September 7, 2000, of our
reports dated January 7, 2005 (August 19, 2005 as to the effects of the
subsequent event described in Note 19 and of the restatements described in
Note 22), which reports express an unqualified opinion and include
explanatory paragraphs relating to the change in method of accounting for
goodwill and intangibles assets in 2003 and the restatement of the Company's
consolidated financial statements described in Note 22, appearing in and
incorporated by reference in this Annual Report on Form 10-K/A of AMCON
Distributing Company and subsidiaries for the fiscal year ended September 24,
2004.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
August 19, 2005
EXHIBIT 31.1
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CERTIFICATION
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I, William F. Wright, certify that:
1. I have reviewed this annual report on Form 10-K/A of AMCON Distributing
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we
have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
c. disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrants' fiscal
fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal controls over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 19, 2005 /s/ William F. Wright
--------------------------------
William F. Wright, Chairman and
Principal Executive Officer
EXHIBIT 31.2
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CERTIFICATION
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I, Michael D. James, certify that:
1. I have reviewed this annual report on Form 10-K/A of AMCON Distributing
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we
have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
c. disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrants' fiscal
fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal controls over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 19, 2005 /s/ Michael D. James
---------------------------------
Michael D. James, Vice President and
Chief Financial Officer
EXHIBIT 32.1
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CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K/A (the
"Report") of AMCON Distributing Company (the "Company") for the fiscal year
ended September 24, 2004, I, William F. Wright, Chairman and Principal
Executive Officer of the Company, hereby certify pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to my knowledge, that:
(1)the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Date: August 19, 2005 /s/ William F. Wright
------------------------------
Title: Chairman and Principal
Executive Officer
A signed original of this written statement required by Section 906 has been
provided to AMCON Distributing Company and will be retained by AMCON
Distributing Company and furnished to the Securities and Exchange Commission
or its staff upon request.
EXHIBIT 32.2
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CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K/A (the
"Report") of AMCON Distributing Company (the "Company") for the fiscal year
ended September 24, 2004, I, Michael D. James, Vice President and Chief
Financial Officer of the Company, hereby certify pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to my knowledge, that:
(1)the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Date: August 19, 2005 /s/ Michael D. James
-------------------------
Title: Vice President and
Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to AMCON Distributing Company and will be retained by AMCON
Distributing Company and furnished to the Securities and Exchange Commission
or its staff upon request.