SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15 (d) of Securities Exchange Act of 1934 For Period ended March 31, 2002 Commission File Number 0-30923 AMERICAN TOY VENDING, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 88-0455326 ------ ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 1105 Park Drive, Vancouver, British Columbia V6P 2J7 ---------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (604) 266-3103 ------------------- (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 the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date. As of December 31, 2001, the registrant had 10,985,000 shares of common stock, $.001 par value, issued and outstanding. American Toy Vending, Inc. (a Development Stage Company) Balance Sheet (unaudited) March 31, September 30, 2002 2001 -------- -------- Assets Current assets: Cash $ 17 $ 99 -------- -------- Total current assets 17 99 -------- -------- $ 17 $ 99 ======== ======== Liabilities and Stockholders' Equity Current liabilities Shareholder loans $ 500 $ -- -------- -------- Stockholders' Equity: Common stock, $0.001 par value, 50,000,000 shares authorized, 10,985,000 shares issued and outstanding 10,985 10,985 Additional paid-in capital 5,915 5,915 (Deficit) accumulated during development stage (17,383) (16,801) -------- -------- (483) 99 -------- -------- $ 17 $ 99 ======== ======== The accompanying Notes are an integral part of these financial statements. 2 American Toy Vending, Inc. (a Development Stage Company) Statements of Operations (unaudited) For the three and six months ended March 31, 2002 and 2001 and for the period March 10, 1999 (Inception) to March 31, 2002 Three Months Ending Six Months Ending March 10, 1999 March 31, March 31, (Inception) to ---------------------------- ---------------------------- March 31, 2002 2001 2002 2001 2002 ------------ ------------ ------------ ------------ ------------ Revenue $ -- $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ ------------ Expenses: Management fees -- -- -- -- 10,000 General and administrative expenses 500 666 582 693 7,383 ------------ ------------ ------------ ------------ ------------ Total expenses 500 666 582 693 17,383 ------------ ------------ ------------ ------------ ------------ Net (loss) $ (500) $ (666) $ (582) $ (693) $ (17,383) ============ ============ ============ ============ ============ Weighted average number of common shares outstanding - basic and fully diluted 10,985,000 10,985,000 10,985,000 10,985,000 ============ ============ ============ ============ Net (loss) per share - basic and fully diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ The accompanying Notes are an integral part of these financial statements. 3 American Toy Vending, Inc. (a Development Stage Company) Statements of Cash Flow (unaudited) For the Six Months Ending March 31, 2002 and 2001 and For the Period March 10, 1999 (Inception) to March 31, 2002 Six Months Ending March 10, 1999 March 31, (Inception) to -------------------- March 31, 2002 2001 2002 -------- -------- -------- Cash flows from operating activities Net (loss) $ (582) $ (693) $(17,383) -------- -------- -------- Net cash (used) by operating activities (582) (693) (17,383) -------- -------- -------- -------- -------- -------- Cash flows from investing activities -- -- -- -------- -------- -------- Cash flows from financing activities Shareholder loans 500 -- 500 Issuance of common stock -- -- 16,900 -------- -------- -------- Net cash provided by financing activities 500 -- 17,400 -------- -------- -------- Net (decrease) increase in cash (82) (693) 17 Cash - beginning 99 1,295 -- -------- -------- -------- Cash - ending $ 17 $ 602 $ 17 ======== ======== ======== Supplemental disclosures: Interest paid $ -- $ -- $ -- ======== ======== ======== Income taxes paid $ -- $ -- $ -- ======== ======== ======== The accompanying Notes are an integral part of these financial statements. 4 AMERICAN TOY VENDING, INC. (a Development Stage Company) NOTES Note 1. Basis of Presentation The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed and omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended September 30, 2001 and notes thereto included in the Company's 10-KSB annual report. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Note 2. Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2001 the Company has not recognized revenue to date and has accumulated operating losses of approximately $16,801 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. Note 3. Related party transactions A shareholder of the Company loaned $500 to the Company for administrative expenses. The loan is non-interest bearing and due on demand. The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. 5 PART I FINANCIAL INFORMATION Management's Plan of Operations - ------------------------------- The company's current cash position is insufficient to sustain normal corporate operations. Management is in the process of determining the best source of funding necessary to advance its business plan or possibly seek a merger or business combination with another company. The losses of $6801 through December 2001 were due to operating expenses including licenses and fees, accounting and audit fees and office expenses. We are a development stage company with no revenues since inception. The Company's original business plan was to raise capital and develop its computer-controlled skill crane game business. As of the date of this filing, the company has been unsuccessful in raising any outside capital. In lieu of obtaining funding, management is evaluating whether the company would be more likely to thrive economically by seeking alternatives to its existing business plan. The company had an oral agreement with Bonaventure Capital, Ltd. for fund raising on our behalf. Bonaventure also provided the company with consulting services and assisted us in our public filings. In exchange for its services, we agreed to pay Bonaventure 200,000 shares of common stock and ten percent of any funds raised through Bonaventure's efforts. As of the date of this filing, the company and Bonaventure have voluntarily terminated the agreement with no obligations or liabilities paid or owed to Bonaventure Capital, Ltd. We plan to use equity capital to fund the company's operations during the next twelve months as cash flow from sales are unpredictable at this time. If no funding is received during the next twelve months, we will be forced to develop an alternative business plan, rely on funds loaned by the directors and officers, or seek other business relationships. The company's officers and directors have no formal commitments or arrangements to advance or loan funds to the company. In such a restricted cash flow scenario, the company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the company may be dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market. 6 PART II OTHER INFORMATION ITEM 1 Not applicable. ITEMS 2-4: Not applicable ITEM 5: Information required in lieu of Form 8-K: None ITEM 6: Exhibits and Reports on 8-K: a). Change in Certifying Accountant Form 8-K filed April 12, 2001 SIGNATURES ---------- In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. American Toy Vending, Inc. Dated: May 14th, 2002 /s/ Kevan Garner --------------------- ---------------- Kevan Garner President and Chief Executive Officer 7