U.S. Securities and Exchange Commission
                           Washington, DC 20549

                               FORM 10 K SB

 [ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                                ACT OF 1934

                  For the fiscal year ended June 30, 2003

                       Commission File No.0 - 33057

                             ANTON DIST.  INC.
      MONTANA                                       84 - 1365550
 (State or other jurisdiction of             (IRS Employer
incorporation or organization)                  ID Number)

16125 Shawbrooke Road, SW, Calgary, Alberta, Canada  T2Y 3B3
     (Address of principal executive office)       (Zip code)

              Issuer's telephone number:      (403) 256-6730

Securities registered under Section 12(b) of the Exchange Act:   NONE

Securities registered under Section 12(g)of the Exchange Act:COMMON STOCK

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registration was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes X   No____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10K SB or any amendment to this Form 10K SB. [ X ]

State issuer's revenues for its most current fiscal year.     $-0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specific date
within the past 60 days.  As of June 30, 2002:   $ 11,750

Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution
of securities under a plan confirmed by a court.
Yes______    No______ Not applicable.

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  5,088,000 shares common stock.
This Form 10K SB consists of 15 pages.





                             TABLE OF CONTENTS

                         FORM 10K SB ANNUAL REPORT

                             ANTON DIST. INC.

PART I
          ITEM                                              PAGE

  Item   1       Description of Business  ......................1
  Item   2       Description of Property........................2
  Item   3       Legal Proceedings..............................3
  Item   4       Submission of Matters to a Vote of Security
                 Shareholders...................................3

PART II

  Item   5       Market for the Registrant's Common Equity
                 and Related Stockholder Matters................3
  Item   6       Management's Discussion and Analysis of
                 Financial Condition and Results of Operations..3
  Item   7       Financial Statements...........................5
  Item   8       Changes in and Disagreements on Accounting
                 and Financial Disclosure......................10

PART III

  Item   9       Directors, Executive Officers, Promoters and
                 Control persons, Compliance with Section 16(a)
                 of the Exchange Act...........................10
  Item 10        Executive Compensation........................12
  Item 11        Security Ownership of Certain Beneficial
                 Owners and Management.........................13
  Item 12        Certain Relationships and Related
                 Transactions..................................17
  Item 13        Exhibits and Reports on Form 8-K............  14

          Signatures...........................................15
     PART I

Item 1.  Description of Business

Anton Dist. Inc. was incorporated under the laws of the State of Montana
on May 6, 1991, and is in the early developmental and promotional stages.
To date Anton Dist. Inc.'s only activities have been organizational ones,
directed at developing its business plan and raising its initial capital.
The Company has not commenced any commercial operations.  The Company has
no full-time employees and owns no real estate.

The Company's business plan is to further develop and license a unique
marketing product that will produce a tourist oriented city and regional
map for individual cities and territories throughout North America.  This
map is designed to be a low-priced promotional item to be sold at cost or
given away by multi-outlet concerns such as gasoline retailers.  This map
would give the end user a detailed view of the city and environs as well
as highlighted locations of the sponsor's outlets.  The map would be
offered on an exclusive basis to several different non-competing
industries.

Licensing will be done on a city-by-city basis with the Company receiving
a license fee and a royalty on sales.  Final determination of the fees
would be made using population figures and tourist activities.  In some
cases cities would be subdivided if that is deemed necessary. New York and
Los Angeles, for instance might produce a cost that would be prohibitive
without breaking up the territory. Marketing assistance would be provided
to the licensee and printing would be handled by one or more printers who
would be able to provide lower costs due to volume purchases.

The Map

The map is designed to be very tourist-friendly.
-    The closed cover of the map has an attractive picture of the city.
-    Inside, the map shows tourist attractions and places of interest and
     where pertinent, telephone numbers for reservations.
-    Shows exactly where the buses and subways run.
     Has all the golf courses shown in green, with the phone numbers right
     on the green part.
-    All the hospitals are shown with the phone numbers.
-    A complete list of all emergency numbers

The map folds very easily and is plastic laminated to extend life.

One of the main marketing targets for the Company's product is obviously
service station organizations.  All service station locations will be
highlighted and shown clearly with each location indicated by the gasoline
company's logo. In the legend section the number beside the logo is listed
along with the address of the station and phone number.  The advantage to
the retailer(s) is obvious:

Anyone with a credit card from the gasoline company will know exactly
where to go to fill up, get an oil change or minor repairs using their
card.  This helps to insure loyalty to the brand by the map user and
possibly eliminate patronizing the competition.  If the customer knows
where his preferred station is, he would prefer to deal where he is able
to use his card.

Another important benefit of the map is that the user would be constantly
exposed to the retailer's logo.  The affect of this type of subliminal
advertising is not measurable but has proven to be very powerful.

Competition

Anton Dist. Inc. expects to encounter competition but is unaware of anyone
offering the same type of product. Service stations no longer give out
complimentary road maps and most tourists requiring city maps are force to
pay a substantial price for them.  Sponsors of the maps will be urged to
distribute them on a complimentary basis or to provide them to their
customers at cost.

Employees

Anton Dist. Inc. is a development stage company and currently has no
employees other than its president.  Management expects to hire help as
necessary, and does not anticipate a need to engage any full-time
employees until the business plan is applied widely and the numbers of
licensees has significantly increased.

Although there is no current plan with respect to its nature or amount,
remuneration may be paid to or accrued for the benefit of, Anton Dist
Inc.'s sole officer prior to, or in conjunction with, the Company's
activities to date.  Anton Dist Inc.'s sole officer and director has
received no fees for organizing the corporation.  See Executive
Compensation and Certain Relationships and Related Transactions.


Item 2.  Description of Property

Anton Dist. Inc. currently maintains a mailing address at 16125 Shawbrooke
Road, SW Calgary, Alberta T2Y 3B3 Canada, the address of its officer and
director.  The telephone number is (403) 256-8228.  Other than this
mailing address, Anton Dist. Inc. does not currently maintain any other
office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future.  Anton Dist. Inc. pays
no rent or other fees for the use of this mailing address.

Item 3.  Legal Proceedings

Anton Dist. Inc. is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.

No director, officer or affiliate of Anton Dist. Inc. and no owner of
record or beneficial owner of more than 5.0% of the securities of Anton
Dist Inc., or any associate of any such director, officer or security
holder is a party adverse to Anton Dist. Inc. or has a material interest
adverse to Anton Dist. Inc. in reference to pending litigation.

Item 4.  Submission of Matters to a Vote by Security Holders

During the year ended June 30, 2002 no matters were put before the
shareholders for a vote.

     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

No public trading market exists for Anton Dist Inc.'s securities and all
of its outstanding securities are restricted securities as defined in Rule
144.  There were 43 shareholders of record of Anton Dist Inc.'s common
stock on June 30, 2000.  No dividends have been paid to date and Anton
Dist Inc.'s Board of Directors does not anticipate paying dividends in the
foreseeable future.

Item 6.  Management's Discussion and Analysis or Plan of Operation

Liquidity and Capital Resources

Anton Dist. Inc. remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources or
stockholders equity other than the receipt of net cash proceeds in the
amount of $16,150, from its inside capitalization funds. Consequently,
Anton Dist Inc.'s balance sheet for the period of May 6, 1991 (inception)
through June 30, 2003, reflects current assets of $ 0 in the form of cash,
and total assets of $ 0.

Anton Dist. Inc. will carry out its plan of business as discussed above.
There is no doubt that the Company will require further financing in the
immediate future.  Management is of the belief that having the Company's
shares quoted for trading will make the raising of this additional capital
easier.

Results of Operations
During the period from May 6, 1991 (inception) through June 30, 2001,
Anton Dist. Inc. has engaged in no significant operations other than
organizational activities and development of its business plan and mockup
prototypes of the map.

After being dormant for approximately three years the Company began its
acquisition of capital and preparation for registration of its securities
under the Securities Exchange Act of 1934.  The Company received no
revenues during this period.

For the current fiscal year, Anton Dist. Inc. anticipates incurring a loss
as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with development of its business plan.  It will not generate
revenues and may continue to operate at a loss after the business plan is
implemented and sufficient revenues are generated.

Need for Additional Financing
Anton Dist. Inc. believes that its existing capital will not be sufficient
to meet its expansion needs other than the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act.  The
Company will need additional funds. There is no assurance, however, that
the available funds will ultimately prove to be adequate to allow it to
complete a business combination, and once a business combination is
completed, the Company's needs for additional financing are likely to
increase substantially.

No commitments to provide additional funds have been made by management or
other stockholders.  Accordingly, there can be no assurance that any
additional funds will be available to Anton Dist. Inc. to allow it to
cover its expenses.

Irrespective of whether Anton Dist Inc.'s cash assets prove to be
inadequate to meet operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.  For
information as to the policy in regard to payment for consulting services.
See Certain Relationships and Transactions.

Item 7.  Financial Statements

Financial Statements for the year ended June 30, 2003 follow.










                             ANTON DIST. INC.


                        AUDITED FINANCIAL STATEMENTS


                       AS AT JUNE 30, 2003 AND 2002
                             ANTON DIST. INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)
                           FINANCIAL STATEMENTS

TABLE OF CONTENTS



ITEM PAGE

Report of Certified Public Accountant.....................     7


Balance Sheets as at June 30, 2003 and 2002.................   8


Statements of Operations for the periods ended
June 30, 2003 and 2002 and for the cumulative period
May 6, 1991 (Inception) Through June 30, 2002 .................9


Statement of Stockholders' Equity (Deficit) for the period
May 6, 1991 (Inception) Through June 30, 2003         ......  10


Statements of Cash Flows for the periods ended
June 30, 2003 and 2002 and cumulative period
May 6, 1991 (Inception) Through June 30, 2003..........       11


Notes to Financial Statements.........                        12
















                         Janet Loss, C.P.A., P.C.
                        Certified Public Accountant
                      1780 South Bellaire, Suite 315
                          Denver, Colorado 80210
                              (303) 782-0878

                       INDEPENDENT AUDITOR'S REPORT
Board of Directors
Anton Dist. Inc.
12125 Shawbrooke Road, SW
Calgary, AB T4Y 3B3 Canada


I have audited the accompanying Balance Sheets of Anton Dist Inc. (A
Development Stage Enterprise) as of June 30, 2003and 2002 and the
Statements of Operations, Stockholders' Equity, and Cash Flows for the
year ended June 30, 2003 and 2002 and for the period May 6, 1991
(Inception) through June 30, 2003.  These financial statements are the
responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audits.

My examination was made in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audits to
obtain reasonable assurance as to whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Anton Dist. Inc. (a
development stage enterprise) as of June 30, 2003 and 2002 and the results
of its operations and changes in its cash flows for the period  May 6,
1991 (Inception) through June 30, 2003, in conformity with generally
accepted accounting principles.

/s/Janet Loss
Janet Loss, C.P.A., P.C.

October 9, 2003




                             ANTON DIST. INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                              BALANCE SHEETS
                       AS AT JUNE 30, 2003 AND 2002

                                                 ASSETS

                                             2003      2002

CURRENT ASSETS                                          $12
                                             --------------
TOTAL ASSETS                                            $12
                                             --------------

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     ACCOUNTS PAYABLE                        4,175    2,787
                                             --------------

STOCKHOLDERS' EQUITY
     COMMON STOCK: $0.001 PAR VALUE
     100,000,000 SHARES AUTHORIZED
     3,588,000 ISSUED AND OUTSTANDING        3,588    3,588

     PREFERRED STOCK: $0.001 PAR VALUE
     10,000,000 SHARES AUTHORIZED
     NONE ISSUED AND OUTSTANDING

ADDITIONAL PAID IN CAPITAL                   7,487    7,487

DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE                          (15,250) (13,850)
                                            ---------------
TOTAL STOCKHOLDERS' EQUITY                (  4,175) ( 2,775)
                                            ---------------

TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY                         $   0    $  12
                                            ===============



 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                             ANTON DIST. INC.
                     (A DEVELOPMENT STATGE ENTERPRISE)

                         STATEMENTS OF OPERATIONS
               FOR THE PERIODS ENDING JUNE 30, 2003 AND 2002
               AND CUMULATIVE PERIOD MAY 6, 1991 (INCEPTION)
                             TO JUNE 30, 2003

                                                        MAY 6, 1991
                                                       (INCEPTION)to
                                 JUNE 30, 2003 JUNE 30, 2002  JUNE 30, 2003


REVENUES                         $   0         $     0        $      0


OPERATING EXPENSES
   OFFICE                          180             150             330
   ACCOUNTING AND LEGAL          1,220           1,617          14,626
   BANK CHAREGES                     0              63             294
                                 -------------------------------------

TOTAL OPERATING EXPENSES         1,400           1,830          15,250


BASIC AND DILUTED LOSS
PER SHARE                    $  (1,400)       $ (1,830)      $ (15,250)
                                ======================================

NET (LOSS) PER SHARE          $(  0.00)       $( 0.001)


WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING                  3,588,000        4,150,500
                             ==========================



 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                             ANTON DIST. INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                FOR THE PERIOD MAY 6, 1991 TO JUNE 30, 2003

                                                        DEFICIT
                                                        ACCUMULATED
                    COMMON ADDITIONAL         PREFERRED DURING THE
            COMMON                  PREFFERED           DEVELOPMENT STOCKHOLDERS
             STOCK  STOCK  PAID IN    RED     STOCK     STAGE       Equity
                   AMOUNT  CAPITAL   STOCK    AMOUNT

SHARES
ISSUED FOR  25,000   25       0        0         0         0         25
CASH MAY 6,
1991
NET LOSS       0      0       0        0         0       (25)       (25)

BALANCE     25,000   25       0        0         0       (25)        0
JUNE 30,
1999

SHARES
ISSUED RE:
STOCK SPLIT 475,000  475    (475)      0         0         0         0

BALANCE
JUNE 30,
2000        500,000  500     (475)     0         0        (25)       0

SHARES
ISSUED FOR
CASH        131,000  131    9,919      0         0          0    10,050

SHARES
ISSUED FOR
SERVICES     5,000    5      995       0         0          0      1000

NET LOSS       0      0       0        0         0    (11,995)  (11,995)

BALANCE
JUNE 30,    636,000  636  10,439       0         0    (12,020)  (   945)
2001

SHARES
ISSUED RE:
STOCK SPLIT 4452000  4452   (4,452)    0         0          0         0

SHARES
CANCELLED   (1500000 (1500)  1500      0         0          0

NET LOSS        0      0       0       0         0     (1,830)    (1,830)

BALANCE
JUNE 30,    3558000   3588   7487      0         0    (13,850)   ( 2,775)
2002        ------------------------------------------------------------

NET LOSS       0      0       0        0         0    ( 1,400)   ( 1,400)
            ------------------------------------------------------------

BALANCE
JUNE 30,
2003        3588000   3588   7487      0         0    (15,250)   ( 4,175)
            ============================================================


 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                ANTON DIST. INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                          STATEMENTS OF CASH FLOW
               FOR THE PERIODS ENDING JUNE 30, 2003 AND 2002
             AND THE CUMULATIVE PERIOD May 6, 1991 (INCEPTION)
                             TO JUNE 30, 2003
                                                           MAY 6, 1991
                                                           (INCEPTION)
                                                               TO
                              JUNE 30, 2003  JUNE 30, 2002  JUNE 30, 2003

CASH FLOWS FROM (TO)
OPERATING ACTIVITIES
    LOSS FOR THE PERIOD      $  (   1,400)   $  (1,830)      $  (15,250)
    LESS NON-CASH WORKING
    CAPITAL ITEMS
    NET INCREASE IN
    ACCOUNTS PAYABLE                1,388        1,787            4,175
                                    -----------------------------------
TOTAL CASH FLOWS FROM (TO)
OPERATING ACTIVITIES             (     12)         (43)        ( 11,075)

CASH FLOWS FROM (TO)
INVESTING ACTIVITIES                    0            0                0

CASH FLOWS FROM (TO)
FINANCING ACTIVITIES
    ISSUANCE OF COMMON STOCK            0            0           11,075

NET INCREASE (DECREASE)
IN CASH                            (   12)     (    43)               0

CASH, BEGINNING OF PERIOD              12           55                0

CASH, END OF PERIOD                 $   0        $  12            $   0

SUPPLEMENTAL NON-CASH
FINANCING ACTIVITIES
    ISSUANCE OF COMMON STOCK
    FOR SERVICES                    $   0        $   0          $ 1,000



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                             ANTON DIST. INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                       NOTES TO FINANCIAL STATEMENTS
                               JUNE 30, 2003



1. ORGANIZATION

Anton Dist. Inc. (the company) is a development stage company. The company
was organized under the laws of Montana on May 6, 1991. The company's only
activities have been organizational directed at acquiring its principal
assets, raising its initial capital and developing its business plan. The
financial statements are prepared in accordance with U.S. generally
accepted accounting principles.


2. SUMMARY OF SIGNIFICANT POLICIES

a) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period.
Actual results could differ significantly from these estimates.

b) Basis and Diluted Loss Per Share

Basic loss per share is computed by dividing the net loss by the weighted
average number of shares of common stock outstanding during the year.
Diluted earnings per share reflects the potential dilution that could
occur upon exercise of options or warrants. As the company has not issued
any dilution instruments, the basic and diluted loss per share amounts are
the same for the period.

c) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand and cash deposited in
financial institutions. The company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.

d) Financial Instruments

The carrying amounts of cash, accounts payable and accruals approximate
fair market value because of the short term maturity of these items.

e) Organizational and Development Costs

All organizational and development costs are expensed as accrued.


3. COMMON STOCK

On May 6, 1991, the company issued 25,000 common stock to the founders in
exchange for $25 cash.

On May 15, 2000, the company restated its articles of incorporation to
authorize 100,000,000 shares of $0.001 par value common stock and
10,000,000 shares of $0.0001 par value preferred stock. On May 15, 2000,
the Board of
Directors authorized that the common shares of the company be split 20
common shares for every 1 common share.

During 2000, the company issued 131,000 common stock for $10,050 cash and
issued 5,000 common stock for $1,000 in regards to the services rendered.

On November 5, 2001, the Board of Directors authorized that the common
shares of the company be split 8 common shares for every 1 common share.
On November 15, 2001, 1,500,000 shares were returned to the corporation
and were cancelled at that time.


4. RELATED PARTY TRANSACTIONS

Included in accounts payable is $ 4,175 that was advanced by a shareholder
and director of the corporation. The amount is non interest bearing with
no set terms of repayment.







Item 8.  Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

During the period covered by this report there have been no changes in or
disagreements with the registrant's independent auditor.  However,
subsequent to the filing of this report the registrant's independent
auditors, MacCallum Horn, resigned.  There were no disagreements with
MacCallum Horn on any accounting or financial disclosure matters.
Complete details of the resignation and of the appointment of new
independent auditors are contained in the Form 8K filed with the
commission and attached to this document as Exhibit 20:2


     PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16 (a) of the Exchange Act

The directors and executive officers currently serving Anton Dist. Inc.
are as follows:

                 Name              Age       Positions Held and Tenure

Kenneth Larsen                     74        Director and President
                                             since May, 1991

The director named above will serve until the first annual meeting of
Anton Dist Inc.'s stockholders.  Thereafter, directors will be elected for
one-year terms at the annual stockholders meeting. Officers will hold
their positions at the pleasure of the Board of Directors, absent any
employment agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between the sole director and
officer of Anton Dist. Inc. and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

The sole director and officer of Anton Dist. Inc. will devote his time to
Anton Dist Inc.'s affairs on an as needed basis.  As a result, the actual
amount of time that he will devote to Anton Dist Inc.'s affairs is unknown
and is likely to vary substantially from month to month.

Biographical Information

Mr. Kenneth T. Larsen has been an officer and director of Anton Dist. Inc.
since the Company's inception on May 6, 1991.  From August 1983 to the
present he has served as Vice President and General Manager of Bio-Med
Marketing Inc., a Calgary, Alberta firm that specializes in financing and
consulting to bio-medical companies.  His duties there include hiring and
training all sales personnel, designing and developing all in-house
applications software applications, including the company network design
and maintenance.

From June 1988, Mr. Larsen served as General Manager of West Coast
International, a company specializing in international sales of
communications accessories.  His duties there were to hire and train all
sales staff and design and maintain all software and network
installations.

Mr. Larsen graduated with honors from the Canadian Investment Funds
Institute and the Dale Carnegie sales course.


Indemnification of Officers and Directors

As permitted by Montana law, Anton Dist Inc.'s Articles of Incorporation
provide that Anton Dist. Inc. will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle, or satisfy
any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such
action, they are adjudged to have acted with gross negligence or willful
misconduct.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Anton Dist. Inc.

Pursuant to the foregoing provisions, Anton Dist. Inc. has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

Pursuant to the Montana Business Corporation Act, Anton Dist Inc.'s
Articles of Incorporation exclude personal liability for its directors for
monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of the Montana
Business Corporation Act, or any transaction from which a director
receives an improper personal benefit.  This exclusion of liability does
not limit any right that a director may have to be indemnified and does
not affect any directors liability under federal or applicable state
securities laws.

Conflicts of Interest

The sole officer and director of Anton Dist. Inc. will not devote more
than a portion of his time to the affairs of.  There will be occasions
when the time requirements of Anton Dist Inc.'s business conflict with the
demands of his other business and investment activities.  Such conflicts
may require that Anton Dist. Inc. attempt to employ additional personnel.
There is no assurance that the services of such persons will be available
or that they can be obtained upon terms favorable to Anton Dist. Inc.

Anton Dist Inc.'s President may elect, in the future, to form one or more
additional blind pools or blank check companies with a business plan
similar or identical to that of Anton Dist. Inc. Any such additional blind
pool or blank check companies would also be in direct competition with
Anton Dist. Inc. for available business opportunities.

There is no procedure in place that would allow Mr. Larsen to resolve
potential conflicts in an arms-length fashion.  Accordingly, he will be
required to use his discretion to resolve them in a manner that he
considers appropriate.  Anton Dist Inc.'s sole officer and director may
actively negotiate or otherwise consent to the purchase of a portion of
his common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction.

It is anticipated that a substantial premium over the initial cost of such
shares may be paid by the purchaser in conjunction with any sale of shares
by Anton Dist Inc.'s officer and director which is made as a condition to,
or in connection with, a proposed merger or acquisition transaction.  The
fact that a substantial premium may be paid to Anton Dist Inc.'s sole
officer and director to acquire his shares creates a potential conflict of
interest for him in satisfying his fiduciary duties to Anton Dist. Inc.
and its other shareholders.  Even though such a sale could result in a
substantial profit to him he would be legally required to make the
decision based upon the best interests of Anton Dist. Inc. and Anton Dist
Inc.'s other shareholders, rather than his own personal pecuniary benefit.

Item 10.  Executive Compensation

At inception of Anton Dist Inc., its sole Director, Kenneth Larsen
received 25,000 shares of Common Stock valued at 0.001 per share in
consideration of pre-incorporation services rendered and monies expended
to Anton Dist. Inc. These services related to investigating and developing
Anton Dist Inc.'s proposed business plan and capital structure, the
capital outlay concerned with the completion of the incorporation and
organization. On January 31, 2000, the Company re-stated its Articles of
Incorporation, changed its capital structure to 100,000,000 common and
10,000,000 preferred shares and effected a 20 - 1 forward split of the
issued and outstanding stock.

No officer or director has received any other remuneration. Although there
is no current plan in existence, it is possible that Anton Dist. Inc. will
adopt a plan to pay or accrue compensation to its sole officer and
director for services related to seeking business opportunities and
completing a merger or acquisition transaction.  See Certain Relationships
and Related Transactions. Anton Dist. Inc. has no stock option,
retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this registration
statement, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% or
more of the outstanding common stock of Anton Dist. Inc.  Also included
are the shares held by all executive officers and directors as a group.



                         Number of                    Percentage  of
Name and Address         Shares Owned  Class Owned    Shares Owned

Kenneth Larsen
16125 Shawbrooke
Road, SW, Calgary,
Alberta T2Y 3B3          1,925,000         Common          36.41

Lance Larsen
254 -16 Midlake Boulevard, SE
Calgary, AB T2X 2X7        500,000         Common          09.46


 All directors and
 executive officers
as a group(2 persons)    2,425,000         Common          45.86


Item 12. Certain Relationships And Related Transactions

Prior to the date of this registration statement, Anton Dist. Inc. issued
to its Officer and Director, and to other shareholders, a total of 681,250
shares of Common Stock for a total of $16,150 in cash and services.
Certificates evidencing the Common Stock issued by Anton Dist. Inc. to
these persons have all been stamped with a restrictive legend, and are
subject to stop transfer orders.   For additional information concerning
restrictions that are imposed upon the securities held by current
stockholders, and the responsibilities of such stockholders to comply with
federal securities laws in the disposition of such common stock.

No officer, director, promoter, or affiliate of Anton Dist. Inc. has or
proposes to have any direct or indirect material interest in any asset
proposed to be acquired by Anton Dist. Inc. through security holdings,
contracts, options, or otherwise.

Although there is no current plan in existence, it is possible that Anton
Dist. Inc. will adopt a plan to pay or accrue compensation to its sole
Officer and Director for services related to seeking business
opportunities and completing a merger or acquisition transaction.

Anton Dist. Inc. maintains a mailing address at the office of its
President, but otherwise does not maintain an office.  As a result, it
pays no rent and incurs no expenses for maintenance of an office and does
not anticipate paying rent or incurring office expenses in the future.  It
is likely that Anton Dist. Inc. will establish and maintain an office
sometime after sales of licenses commence.

Item 13.  Exhibits and Forms on Form 8K

On September 12, 2002, the registrant filed a report of Form 8K with the
commission detailing the following occurrences in the affairs of the
Company:

a)   On November 5, 2001 the Board of Directors authorized an 8 - 1
       forward split of the common stock;
b)   On November 15, 2001 the president of the registrant, Kenneth Larsen
returned to the Company and voted to cancel, 1,500,000 shares of his
common stock;
c)   The resignation September 5, 2002 of Dawn Pacina, director and
Secretary Treasurer and the appointment of Lance, Larsen to the vacated
position on the board of directors and to the vacated office.
d)   The gifting of 575,000 shares of common stock by Kenneth Larsen to
members of his family.

The complete report on Form 8K is attached to this document as Exhibit
20.1

Subsequent to the period covered by this report the registrant filed a
report with the commission on  Form 8K announcing the resignation of the
registrant's auditors and the appointment of new auditors.
A copy of the Form 8K, including the letter of resignation from the
previous auditors is attached to this document as Exhibit 20.2


Signatures

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date: October  10, 2003.

ANTON DIST. INC.

By:  /S/ Kenneth Larsen
                Kenneth Larsen, President

By:  /S/ Lance Larsen
               Lance Larsen Secretary/Treasurer