United States
                   Securities and Exchange Commission
                          Washington, DC 20549

                               FORM 10Q SB

         [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                   SECURITIES AND EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 2002

        [ ] TRANSITION REPORT UNDER SECTION  13 OR 15 (d) OF THE
                              EXCHANGE ACT

                    Commission file Number 0 - 30915

                            ANTON DIST. INC.

     Exact name of small business issuer as specified in its charter

 Montana                               84 - 1365550
(State or other jurisdiction of    I.R.S. Employer
 incorporation or organization)    Identification Number

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

                             (403) 256-6730
                        Issuer's telephone number

                                   NA
     (Former name, former address and former fiscal year, if changed
                           since last report)


            APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PAST FIVE YEARS

Check whether the registrant filed all documents and reports required
 To be filed by Section 12, 13 or 15 (d) of the Exchange Act after
                           the distribution of
    Securities under a plan confirmed by a court.  Yes ____  No ____

                  APPLICABLE ONLY TO CORPORATE ISSUERS
     State the number of shares outstanding of each of the Issuer's
     common equity as of the last practicable date: 1,350,000 shares

Transitional Small Business Disclosure Format (check one)  Yes ___ No  X

PART I

FINANCIAL INFORMATION

Item 1.     Financial Statements.

                            ANTON DIST. INC.







                          FINANCIAL STATEMENTS
                       FOR THE THREE MONTHS PERIOD
                        ENDED SEPTEMBER 30, 2002
                            ANTON DIST. INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)

                              BALANCE SHEET
                        AS AT SEPTEMBER 30, 2002
                        (PREPARED BY MANAGEMENT)

                                 ASSETS


CURRENT ASSETS                                        $            0

TOTAL ASSETS                                                       0


                  LIABILITIES AND STOCKHOLDER'S DEFICIT

CURRENT LIABILITIES
   ACCOUNTS PAYABLE                                            3,325

TOTAL CURRENT LIABILITIES                                      3,325

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

     PREFERRED STOCK, $0.001 PAR
     VALUE; NONE ISSUED

     ADDITIONAL PAID IN CAPITAL                                7,487

     DEFICIT ACCUMULATED DURING
     THE DEVELOPMENT STAGE                                   (14,400)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                        (   3325)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $              0



                           SEE ATTACHED NOTES
                            ANTON DIST. INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)

                        STATEMENTS OF OPERATIONS
                       FOR THE THREE MONTH PERIODS
                    ENDED SEPTEMBER 30, 2002 AND 2001
                        (PREPARED BY MANAGEMENT)



                                                  2002      2001

REVENUES                                       $     0      $  0
OPERATING EXPENSES
   FILING FEES                                     200       150
   LEGAL AND AUDIT                                 300       500
   OFFICE EXPENSE                                   50        20

TOTAL OPERATING EXPENSES                           550       670

NET  (LOSS)  FOR  THE PERIOD                   $  (550)   $  670

NET (LOSS) PER SHARE                           $  0.00    $ 0.00

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                    3,588,000    636,000















                           SEE ATTACHED NOTES
                            ANTON DIST. INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)

                         STATEMENT OF CASH FLOWS
                       FOR THE THREE MONTH PERIODS
                    ENDED SEPTEMBER 30, 2002 AND 2001
                        (PREPARED BY MANAGEMENT)

                                                      2002       2001

CASH FLOWS FROM (TO) OPERATING ACTIVITIES
     LOSS FOR THE PERIOD                         $  (   550) $ (  670)
     LESS NON-CASH WORKING CAPITAL ITEMS
 NET INCREASE IN ACCOUNTS PAYABLE                       538       670

TOTAL CASH FLOWS FROM (TO) OPERATING ACTIVITIES    (     12)        0

CASH FLOWS FROM (TO) FINANCING ACTIVITIES                 0         0

CASH  FLOWS  FROM  (TO)  INVESTING  ACTIVITIES            0         0

NET INCREASE (DECREASE) IN CASH                         (12)        0

CASH   BEGINNING   OF   PERIOD                           55        55

CASH  END  OF  PERIOD                                     0        55



















                           SEE ATTACHED NOTES
                  NOTES TO INTERIM FINANCIAL STATEMENTS
                        (PREPARED BY MANAGEMENT)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance
with US Securities and Exchange Commission ("SEC") requirements for
interim financial statements.  Therefore, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The financial statements
should be read in conjunction with the year ended June 30, 2002
financial statements of Anton Dist. Inc. ("Registrant").

The results of operations for the interim period shown in this report
are not necessarily indicative of the results to be expected for the
full year.  In the opinion of management, the information contained
herein reflects all adjustments necessary to make the results of
operations for the interim periods a fair statement of such operation.
All such adjustments are of a normal recurring nature.

NOTE 2 - RELATED PARTY TRANSACTIONS

A related party has advanced the Company a total of $2,965.00


Item 2.   Management's Discussion and Analysis or Plan of Operation.

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 would 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.

Liquidity and Capital Resources

Anton Dist. Inc. remains in the development stage and, since inception,
has experienced some small expenses for the preparation of financial
statements and periodic reports as required by the Securities Exchange
Act of 1934. Consequently, our balance sheet for the period ending
September 30, 2002 reflects current assets of $ 0 in the form of cash,
and total assets of $ 0.

We will carry out its plan of business as discussed above.  We cannot
predict to what extent liquidity and capital resources will be
diminished prior to the consummation of a business combination.

We believe that our existing capital will not be sufficient to meet our
cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act.  We will
undoubtedly need to raise additional capital to institute our business
plan.  While management feels that the Company's shares being listed for
quotation will enhance prospects of attracting additional capital 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.

Irrespective of whether the 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.




PART II

OTHER INFORMATION

Item 1.   Legal Proceedings

     None

Item 2.   Changes in Securities

     None

Item 3.   Defaults Upon Senior Securities

     Not Applicable

Item 4.   Submission of Matters to a Vote of Securities Holders

     None

Item 6.   Exhibits and Reports on Form 8K

     A report on form 8K was filed with the SEC on September 12, 2002
     that outlined some changes in the issued and outstanding capital of
     the registrant. A copy of the Form 8K is attached to this filing as
     Exhibit 20.1




SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.

ANTON DIST INC.

Dated November 15, 2002            /S/ Kenneth Larsen
                              Kenneth Larsen, President and Director







                              EXHIBIT 20.1



                            REPORT ON FORM 8K
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 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) August 20, 2001
                             --------------

                            ANTON DIST. INC.
             (Name of Small Business issuer in its charter)


                   MONTANA                        000-33057
84 - 136550
     (State or other jurisdiction of            (Commission File No.)
(IRS Employer Identification No.)
      incorporation or organization)


             16125 Shawbrooke Road, SW, Calgary, AB T2Y 3B3
                (Address of principal executive offices)

                             (403) 256-6730
                                                    (Registrant's
telephone number)
                        -------------------------


Item 5. Other events.

  1.   On November 5, 2001 the Board of Directors authorized an 8 - 1
     forward split of the registrants common stock bringing the total issued
     and outstanding shares to 5,088,000.  A copy of the Written Consent of
     all the Directors concerning this action is attached  as Exhibit 99.1 of
     this filing.
2.   On November 15, 2001, the President of the registrant, Kenneth
Larsen returned and voted to cancel 1,500,000 shares of his common
stock, reducing his shareholdings to 2,500,000.  A copy of the Written
Consent By All the Directors is attached as Exhibit 99.2 of this filing.
3.   On September 7, 2002, Kenneth Larsen, President and major
shareholder of the registrant made a gift of 575,000 shares of his
common stock to members of his family, including children, grandchildren
and other close relatives.  The names, addresses and amounts are as
follows:

     NAME           ADDRESS             AMOUNT GIFTED  RELATIONSHIP

Kevin Winkler            75 Midlake Place, SE               50,000
Son-in-law
                    Calgary, AB T2X 1J2

Todd Larsen              156 Mount Robson Circle, SE   50,000
Son
                    Calgary, AB T2Z 2Z1

Randy Larsen             17 Reeves Crescent            50,000
Son
                    Red Deer, AB T4P 2Z4

Karen Larsen             318N Deer Point Gardens       50,000
Daughter

Sheryl Frances Cousineau #254 - 16 Midlake Boulevard        25,000
niece
                    Calgary, AB T4X 1Y2

Debbie Cousineau         87 Oxford Street              25,000
Sister
                    Woodstock, ON N4S 5A4

Frederick Fitzgerald          87 Oxford Street              25,000
Brother-in law
                    Woodstock, ON N4S 5A4

Logan B. Moore      75 Midlake Place, SE               25,000
Grandchild
                    Calgary, AB T2X 1J2

Ryan K.P. Moore          75 Midlake Place, SE               25,000
Grandchild
                    Calgary, AB T2X 1J2

Kevin Winkler C/F        75 Midlake Place, Se               25,000
Grandchild
Jewell M. Winkler (Age 10)    Calgary, AB T2X 1J2

Donna Larsen C/F         156 Mount Robson Circle       25,000
Grandchild
Zachary T. Larsen (Age 12)    Calgary, AB T2Z 2Z1

Donna Larsen C/F         156 Mount Robson Circle       25,000
Grandchild
Benjamin S. Larsen (Age 9)    Calgary, AB T2Z 2Z1


Donna Larsen C/F         156 Mount Robson Circle       25,000
Grandchild
Sarah M. Larsen (Age 7)  Calgary, AB T2Z 2Z1

Donna Larsen C/F         156 Mount Robson Circle       25,000
Grandchild
Hannah R. Larsen (Age 3) Calgary, AB T2Z2 Z1

Penny Larsen C/F         17 Reeves Crescent            25,000
Grandchild
Aaron T. Larsen (Age 14) Red Deer, AB T4P 2Z4

Penny Larsen C/F         17 Reeves Crescent            25,000
Grandchild
Sydney A. Larsen (Age 12)     Red Deer, AB T4P 2Z4

Penny Larsen C/F         17 Reeves Crescent            25,000
Grandchild
Liam K. Larsen (Age 9)   Red Deer, AB T4P 2Z4

Karen Larsen C/F         318N Deer Point Gardens, SE   25,000
Grandchild
Kalen  L.R. Larsen (Age 16)  Calgary, AB T4Y 3X9

Karen Larsen C/F         318 N Deer Point Gardens, SE  25,000
Grandchild
Devi L. Larsen (Age 9)   Calgary, AB T4Y 3X9

All of the above gifted  shares will be restricted under Section 4(2) of
the Act and certificates representing these shares will bear the
appropriate restrictive legend.

Item 6.  Resignation of Registrant's Directors.

On September 5, 2002 the Board of  Directors of the registrant accepted
the resignation of Dawn Pacina, a director and Secretary/Treasurer.

Subsequent to the above resignation, on September 5, 2002 Lance Larsen
was appointed as a director until the next general meeting of
stockholders or until otherwise removed.  Lance Larsen was also
appointed Secretary/Treasurer.

Lance Larsen is the son of Kenneth Larsen, the registrant's President.
He purchased 500,000 shares of his father's stock on September 5, 2002
at a price of  $0.01 per share for a total of $5,000.  These shares will
be subject to a one-year restriction under section 4(2) and Regulation S
of the Act and the certificates will bear an appropriate restrictive
legend.

Item 7. (c) Exhibits

     Exhibit             Description

     99.1             Written Consent to Action Without Meeting of All of the
               Directors re: Forward                            stock split.

     99.2                Written Consent of Action Without Meeting of All of
        the Directors re:
               Cancellation of Shares




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.


ANTON DIST. INC.

               /S/ Kenneth Larsen
                    Kenneth Larsen, President

               /S/ Lance Larsen
                     Lance Larsen, Secretary/Treasurer



Date   September 12, 2002





EXHIBIT 99.1


                WRITTEN CONSENT TO ACTION WITHOUT MEETING
                         OF ALL OF THE DIRECTORS
                        CONCERNING FORWARD SPLIT


The undersigned, being all the/sole Director(s) of Anton Dist. Inc. a
Montana corporation, pursuant to the Bylaws of the Corporation, hereby
consent( s ) to the following action, without a meeting, and waive(s)
notice or other meeting requirements
WHEREAS:
A
The directors consider it in the best interests of the Corporation to
approve a 8 for 1 stock split of the outstanding shares of the
Corporation's common stock to be effected by a dividend to each of the
Corporation's shareholders of additional share(s) of common stock for
each one share held.
RESOLVED THAT:

1.
The Corporation issue to each of the shareholders of the Corporation of
record on November 6, 2001 a total of 8 share(s) of the Corporation's
common stock for each outstanding share of the Corporation's common
stock held by each shareholder. Each share will be deemed to be a
validly issued, fully paid and non-assessable share of the Corporation's
common stock.
2
Any one director or officer of the Corporation, is hereby authorized to
take all acts required to give effect to these resolutions and to
instruct the Corporation's transfer agent to issue the required share
certificates to give effect to these resolutions.
Dated as of the 5TH day of November, 2001

S/S Dawn Pacina
       Dawn Pacina
Secretary of the Board:


APPROVAL:

The undersigned, being alI of the Directors of Anton Dist. Inc waives

the required notice of meeting and consents to all actions taken hereby.



  /S/ Kenneth Larsen                           /S/ Dawn Pacina

Kenneth Larsen, Director and President      Dawn Pacina,
                                            Director and Secretary





                WRITTEN CONSENT TO ACTION WITHOUT MEETING
                       OF ALL OF THE DIRECTORS OF
                            ANTON DIST. INC.
                          A MONTANA CORPORATION

























                              EXHIBIT 99.2



                     WRITTEN CONSENT WITHOUT MEETING
                       OF ALL OF THE DIRECTORS Re:
                         CANCELLATION OF SHARES
                    WRITTEN CONSENT TO ACTION WITHOUT
                      MEETING OF ALL THE DIRECTORS
                           OF ANTON DIST. INC.
                          A MONTANA CORPORATION

           The undersigned , being all the Directors of Anton Dist. Inc.
a  Montana    corporation, pursuant to the company's Bylaws of the
Corporation, hereby consents to The following action without a meeting,
and waives notice or other meeting requirements.

WHEREAS:

      The directors of the corporation considers it in the best interest
of the corporation for Kenneth Larsen, President of the corporation to
gift back 1.5 million of his personal common shares to the corporation
for cancellation.

RESOLVED THAT:

    1.   The Corporation of record November 15, 2001 does hereby accept 1.5
      million common shares of the company owned by Kenneth Larsen. These
      shares will be cancelled and stricken from the share registry of the
      Corporation as of today's date.

Dated this 15th day of November, 2001

/S/ Dawn Pacina
     Dawn Pacina, Secretary

Approval: the undersigned being all the directors of the corporation
consents to all actions taken hereby.


/S/ Kenneth Larsen                                 /S/ Dawn Pacina
Kenneth Larsen, director and President                Dawn Pacina,
                                              director and Secretary