SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~June 6 20, 2006

AHPC Holdings, Inc. (Exact name of registrant as specified in its charter)

AHPC Holdings, Inc.
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation)

0-17458		73-1326131
(Commission File Number)		(I.R.S. Employer I.D. Number)

80 Internationale Boulevard, Unit A Glendale Heights, Illinois		60139
(Address of Principal Executive Offices)		(Zip Code)

630-407-0242
(Registrant's telephone number, including area code)

Maryland (State or other jurisdiction of incorporation)

0-17458		73-1326131
(Commission File Number)		(I.R.S. Employer I.D. Number)

80 Internationale Boulevard, Unit A Glendale Heights, Illinois		60139
(Address of Principal Executive Offices)		(Zip Code)

630-407-0242 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Section 4 1 - ~~Matters~~Registrant's ~~Related~~Business ~~to Accountants~~ and ~~Financial Statements~~Operations

Item 4 1.01 ~~Changes~~ Entry in into ~~Registrant's~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On June 26, 2006, AHPC Holdings, Inc. (the "Company") issued a press release (the "Press Release") ~~Previous~~ announcing, effective June 20, 2006, the Company completed a private ~~Independent~~ placement ~~Registered~~of ~~Public~~newly ~~Accounting~~issued ~~Firm~~Series B convertible preferred stock, $0.01 par value per share (the Series B Preferred"), and common stock purchase warrants to purchase up to 1,950,000 shares of the Company's common stock, par value $0.01 per share (the "Warrants") for $3 million to Mercator Momentum Fund III, L.P., Monarch Pointe Fund, Ltd. and M.A.G. Capital, LLC (collectively, the "Purchasers"). A copy of the Press Release is attached as Exhibit 99.1 to this report.

OnThe ~~January~~ terms of 6the private placement are governed by a Subscription Agreement among the Company and the Purchasers dated as of June 20, 2006, ~~AHPC~~a ~~Holdings~~copy of which is attached to this report as Exhibit 99.2 and incorporated herein by reference. The shares of Series B Preferred issued to the Purchasers pay preferential, ~~Inc~~cumulative dividends at a rate of the higher of 9% or the Prime Rate plus 1%, subject to a maximum rate of 12%. (The dividends are payable monthly in arrears on the "first day of the month while such shares of Series B Preferred are outstanding. The holders of the Series B Preferred do not have the right to vote on matters that come before the shareholders, except in limited circumstances. Furthermore, the holders of the Series B Preferred have the option, at any time, to convert their shares into shares of the Company")'s ~~dismissed~~common ~~Grant~~stock ~~Thornton~~at a fixed conversion rate of ~~LLP~~ $1.60. The Warrants ~~("Grant~~grant ~~Thornton")~~the asholders ~~its~~the ~~independent~~right ~~registered~~to ~~public~~purchase ~~accounting~~shares of the Company's ~~firm~~ common stock at an exercise price of $1.75, with respect to 975,000 shares, and $1.85 with respect to the remaining 975,000 shares. A copy of the form of the Warrants is attached to this report as Exhibit 99.3 and is incorporated herein by reference.

~~Grant~~The ~~Thornton's~~ Company ~~reports~~has ongranted the Purchasers registration rights covering the shares of the Company's ~~consolidated~~common ~~financial~~stock ~~statements~~issuable ~~for~~upon ~~each~~ (1) conversion of the ~~fiscal~~Series B Preferred ~~years~~and ~~ended~~(2) exercise ~~June~~of 30the Warrants (collectively, ~~2005~~the ~~and~~"Registrable Securities") ~~June~~pursuant ~~30,~~to ~~2004~~the ~~did~~terms ~~not~~of ~~contain~~a ~~an adverse~~Registration ~~opinion~~Rights orAgreement, ~~disclaimer~~a copy of which ~~opinion,~~is ~~nor~~attached ~~were~~to ~~they~~this ~~qualified~~report oras ~~modified~~Exhibit 99.4 and is incorporated herein as by reference. Pursuant to ~~uncertainty,~~the ~~audit~~terms ~~scope~~of orthe ~~accounting~~Registration ~~principles~~Rights Agreement, the Company ~~except~~is ~~that~~required into ~~its~~file ~~reports~~a registration statement with the Securities ~~dated~~ and Exchange asCommission ofby ~~October~~September 13, ~~2005~~2006 ~~and~~in ~~October~~order ~~13,~~to ~~2004,~~register ~~Grant~~the ~~Thornton~~resale of ~~expressed~~the ~~substantial~~ Registrable ~~doubt~~Securities ~~that~~under the ~~Company~~Securities ~~could~~Act ~~continue~~of 1933, as aamended. ~~going~~Moreover, ~~concern~~ the Company is required to use its best efforts to cause such registration statement to become effective within 90 days after the filing.

The ~~decision~~ Company toissued ~~dismiss~~the ~~Grant~~shares ~~Thornton~~of Series B Preferred and the Warrants pursuant to ~~retain~~certain aexemptions ~~new~~from ~~independent~~registration ~~registered~~provided ~~public~~ by ~~accounting~~section ~~firm~~4(2) ~~was~~of ~~approved~~the bySecurities ~~the~~Act ~~Company's~~of ~~Audit~~1933, ~~Committee~~as onamended, ~~January~~Rule 506 of 6 Regulation D promulgated thereunder, ~~2006~~certain state securities laws and certain rules and regulations promulgated pursuant thereto.

During the Company's two most recent fiscal years and through January 6, 2006, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Grant Thornton's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of SEC Regulation S-K, except that in connection with the filing of the Company's Form 10-K for the fiscal year ending June 30, 2005 and the filing of the Company's Form 10-Q for the quarter ending September 30, 2005, Grant Thornton advised the Company of a material weakness in the Company's disclosure controls and procedures relating to the lack of formal policies and procedures related to its financial statement reporting and regulatory filing process.2

~~The~~Section ~~Company~~ 3 ~~has~~- ~~provided Grant Thornton with a copy of the foregoing disclosures and has requested that Grant Thornton review such disclosures and provide a letter addressed to the~~ Securities and ~~Exchange~~Trading ~~Commission as specified by Item 304(a)(3) of Regulation S-K. A copy of such letter dated as of January 6, 2006 is filed as Exhibit 16.1 to this Form 8-K.~~Markets

~~(b) New~~Item ~~Independent~~ 3.02 Unregistered Sales ~~Registered~~of ~~Public~~Equity ~~Accounting Firm~~Securities.

On Information ~~January~~required 6,by ~~2006,~~this ~~the~~Item ~~Company's Audit Committee engaged Plante Moran, LLP as the Company's independent registered public accounting firm~~3.02 ~~During the fiscal years ended June 30, 2005 and June 30, 2004 and the subsequent interim period through January 6, 2006, the Company did not consult Plante Moran regarding any~~ of ~~the~~Form ~~matters~~8-K oris ~~events~~disclosed ~~set~~above ~~forth in~~ under Item ~~304(a)(2)(i) and (ii) of Regulation~~ ~~S-K~~ 1.01.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following ~~exhibit~~exhibits is are filed herewith:

Exhibit 1699.1 - ~~Letter~~ ofPress ~~Grant~~Release ~~Thornton~~of ~~LLP~~AHPC ~~dated January 6~~Holdings, ~~2006~~Inc. ~~concerning~~issued ~~change~~June in26, ~~the registrant's independent registered public accounting firm~~2006.

Exhibit 99.2 - Subscription Agreement.

Exhibit 99.3 - Form of Warrant.

Exhibit 99.4 - Registration Rights Agreement.

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.

AHPC HOLDINGS, INC.

Date: ~~January~~June 1026, 2006

BY /s/ ~~Alan~~ Deborah EJ. ~~Zeffer~~ Bills

Deborah ~~Alan E~~J. ~~Zeffer~~ Bills, ~~President and~~ Chief Financial Officer

and ~~Executive~~ ~~Officer~~Secretary

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