**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-QSB/A**

**AmendmentNo. 1**

 

| **(Mark One)** |
|----------------|
| **ý**     |   | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|           |   |   |
|           |   | **For the quarterly period  ended:      June 30, 2003** |
|           |   |   |
| **OR**         |
|           |   |   |
| **o**          |   | **TRANSITION REPORT PURSUANT SECTION  13 OR 15(d) OF THE EXCHANGE ACT** |
|           |   |   |
|           |   | **For the transition period from:             to            ** |
|           |   |   |
|           |   | **Commission file number:    000-25855** |

 

**VendingData Corporation**

(Exact name of small business issuer as specified in its charter)

 

| **Nevada**                                                                          |   | **91-1696010**                       |
|-------------------------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization)                      |   | (I.R.S. Employer Identification No.) |
|                                                                                |   |                                 |
| **6830 Spencer Street, Las Vegas, Nevada  89119**                              |
| (Address of principal executive offices)                                            |
|                                                                                |   |                                 |
| **(702) 733-7195**                                                                  |
| (Issuer’s telephone number)                                                    |
|                                                                                |   |                                 |
|                                                                                |   |                                 |
| (Former name, former address and former fiscal year, if changed since  last report) |

 

**APPLICABLE ONLY TOCORPORATE ISSUERS**

 

State the number of sharesoutstanding of each of the issuer’s classes of common equity, as of the latestpracticable date:   7,700,826 shares ofcommon stock, $.001 par value, as of July 31, 2003

 

Transitional Small BusinessDisclosure Format (check one):  YES oNO ý

 

 

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ExplanatoryNote: This amendment to our quarterly report for the period ended June 30,2003 is being filed pursuant to Rule 12b-15 for the sole purpose of filingexhibits 10.1 through 10.9.

 

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**ITEM6.  EXHIBITS AND REPORTS ON FORM 8-K.**

 

(a)                                  Exhibits.

 
| 10.1   | Form of Indemnification Agreement.                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                         |
| 10.2   | Amended and Restated 1999 Stock Option Plan.                                                                                                 |
|   |                                                                                                                                         |
| 10.3   | Form of First Amendment to Employment Agreement.                                                                                             |
|   |                                                                                                                                         |
| 10.4   | Second Amendment to Employment Agreement of Steven  J. Blad.                                                                                 |
|   |                                                                                                                                         |
| 10.5   | Philadelphia Brokerage Corporation Warrant to  Purchase 25,000 Shares of Common Stock.                                                       |
|   |                                                                                                                                         |
| 10.6   | Triage Capital Management LP 10% Note due September  16, 2003.                                                                               |
|   |                                                                                                                                         |
| 10.7   | Triage Capital Management LP Warrant to Purchase  50,000 Shares of Common Stock.                                                             |
|   |                                                                                                                                         |
| 10.8   | Mellon HBV SBV, LLC 10% Note due November 22, 2003.                                                                                          |
|   |                                                                                                                                         |
| 10.9   | Mellon HBV SBV, LLC Warrant to Purchase Shares of  Common Stock.                                                                             |
|   |                                                                                                                                         |
| 31.1   | Certifications Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                   |
|   |                                                                                                                                         |
| 32.1   | Certification of President and Chief Financial  Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.  Section 1350). |

 

(b)                                 Reportson Form 8-K.

 

During thethree months ended June 30, 2003 and from the end of such period to the date ofthis report, we filed the following:

 

•                  CurrentReport on Form 8-K filed on April 22, 2003 (as amended by Form 8-K/A filedMay 6, 2003) reporting the retention of the firm of Piercy, Bowler, Taylor& Kern as our independent accountants;

 

•                  CurrentReport on Form 8-K filed on April 28, 2003 reporting the resignation of StevenJ. Blad as treasurer and the election of John R. Spina as our treasurer;

 

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•                  CurrentReport on Form 8-K/A-2 filed on May 29, 2003 supplementing the informationregarding the change in our auditors;

 

•                  CurrentReport on Form 8-K filed on June 3, 2003 reporting the results of mattersvoted on at the Annual Meeting of Stockholders; and

 

•                  CurrentReport on Form 8-K filed on June 18, 2003 reporting the filing of theSecond Amended and Restated Articles of Incorporation of the company.

 

**SIGNATURE**

 

In accordancewith the requirements of the Exchange Act, the registrant caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 
|                                                                                                     | **VENDINGDATA CORPORATION** |
|----------------------------------------------------------------------------------------------------------|-----------------------------|
|                                                                                                     | (Registrant)                |
|                                                                                                     |                        |   |
| Date:             August 19,  2003 | By:                         |   /s/ STEVEN  J. BLAD |   |
|                                                                                                     |                        |   Steven J. Blad |
|                                                                                                     | Its:                        |   Chief Executive Officer and President  (Principal Executive Officer and  Duly  Authorized Officer) |

 

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