ITEM 1.01 Entry into a Material Definitive Agreement.

On September 30, 2007, AMCON Distributing Company (the "Company") and its consolidated subsidiary, Trinity Springs, Inc. ("TSI"), entered into a Mutual Release and Settlement Agreement (the "Settlement Agreement") with Crystal Paradise Holdings, Inc. ("CPH"), under which the parties settled a lawsuit pending in the Fourth Judicial District of the State of Idaho (Case No. CV 06-1034). The lawsuit arose out of disputes relating to the sale of substantially all of the assets of TSI pursuant to an Asset Purchase Agreement between the parties dated April 24, 2004, as amended (the "Purchase Agreement").

Pursuant to the terms of the Settlement Agreement:

- The parties agreed to mutually release all claims arising out of the lawsuit and the Purchase Agreement.

- CPH was granted an eleven month option to purchase substantially all of TSI's assets at a purchase price equal to the amount owed under the New Note (as defined below), including interest accrued up to the time CPH exercises such option. CPH may extend its option period up to an additional seven months.

- The parties mutually agreed to terminate the Purchase Agreement and to restructure their respective obligations previously owed under the Purchase Agreement. CPH canceled and discharged the Company and TSI from their obligations under the water royalty and two promissory notes related to the Purchase Agreement.

- TSI issued a new promissory note to CPH in the principal amount of $5,000,000, with interest accruing at 5% per year, compounded annually, and with principal and accrued interest being due and payable on September 30, 2012 (the "New Note").

- The Company entered into an amended guaranty and suretyship agreement under which the Company guaranteed payment in full of the New Note (the "Guaranty").

The descriptions of the Settlement Agreement, the New Note and the Guaranty contained in this report do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreement and instrument.

ITEM 1.02 Termination of a Material Definitive Agreement.

As described above in Item 1.01, on September 30, 2007 the Purchase Agreement was terminated and the two promissory notes were canceled and discharged. We refer you to the discussion in Item 1.01 for more information.

ITEM 8.01 Other Events.

On October 4, 2007, the Company issued a press release announcing that it had entered into the Settlement Agreement with CPH under which the parties settled a lawsuit. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits EXHIBIT NO. DESCRIPTION 99.1 Company Press Release dated October 4, 2007,