##### Table of Contents



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, 2001
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.)

7822 NIGHTINGALE WAY, SAN DIEGO, CA 92123

---

(Address of Principal Executive Offices) (Zip Code)


(619) 692-2406

---

(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 March 31, 2001, the registrant had 10,985,000 shares of common stock,
$.001 par value, issued and outstanding.



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TABLE OF CONTENTS



|                                             |                                                    |  |  |  |  |  |  | 
|-------------------------------------------- | -------------------------------------------------- |  |  |  |  |  |  | 
|BALANCE SHEETS                              
|INCOME STATEMENTS                           
|STATEMENT OF CASH FLOWS                     
|STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
|NOTES TO FINANCIAL STATEMENTS               
|                                             | Note 1. History and Organization of the Company   
|                                             | Note 2. Summary of Significant Accounting Policies
|                                             | Note 3. Income Taxes                              
|                                             | Note 4. Stockholders equity                      
|                                             | Note 5. Going concern                             
|                                             | Note 6. Related party transactions                
|                                             | Note 7. Warrants and options                      
|PART I FINANCIAL INFORMATION                
|PART II OTHER INFORMATION                   
|                                             | ITEM 1                                            
|                                             | ITEMS 2-4                                         
|                                             | ITEM 5                                            
|                                             | ITEM 6                                            
|SIGNATURES                                  



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##### Table of Contents



FINANCIAL STATEMENTS (continued)







AMERICAN TOY VENDING, INC.
BALANCE SHEETS
(Unaudited)

ASSETS

|                                     |                              |                             |                                                                                 |     |         |  |         |       |         |  | 
|------------------------------------ | ---------------------------- | --------------------------- | ------------------------------------------------------------------------------- | --- | ------- |  | ------- | ----- | ------- |  | 
|                                     |                              |                             |                                                                                 |     | MAR 31  |  | SEPT 30
|                                     |                              |                             |                                                                                 |     | 2001    |  | 2000   
|                                     |                              |                             |                                                                                 |     |         |  |        
|CURRENT ASSETS                      
|                                    
|                                    
|                                    
|                                    
|                                     | CASH (on hand & in the bank) |                             |                                                                                 | 602 |         |  |         | 1,295 |        
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|TOTAL CURRENT ASSETS                 |                              |                             | 602                                                                             |     |         |  | 1,295   |      
|                                    
|                                    
|                                    
|                                    
|FIXED ASSETS                        
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|NET FIXED ASSETS                     |                              |                             | 0                                                                               |     |         |  | 0       |      
|                                    
|                                    
|                                    
|                                    
|OTHER ASSETS                        
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|TOTAL OTHER ASSETS                   |                              |                             | 0                                                                               |     |         |  | 0       |      
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|TOTAL ASSETS                         |                              |                             | 602                                                                             |     |         |  | 1,295   |      
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|                                    
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|CURRENT LIABILITIES                 
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|TOTAL CURRENT LIABILITIES            |                              |                             | 0                                                                               |     |         |  | 0       |      
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|TOTAL LIABILITIES                    |                              |                             | 0                                                                               |     |         |  | 0       |      
|                                    
|                                    
|                                    
|                                    
|STOCKHOLDERS EQUITY                
|                                    
|                                    
|                                    
|                                    
|                                     |                              | COMMON STOCK                |                                                                                 |     | 10,985  |  |         |       | 10,985  | 
|                                    
|                                    
|                                    
|                                    
|                                     |                              |                             | Par Value $0.001, 50,000,000 shares
authorized, 10,985,000 issued & outstanding
|                                    
|                                    
|                                    
|                                    
|                                     |                              | PAID IN CAPITAL             |                                                                                 |     | 5,915   |  |         |       | 5,915   | 
|                                    
|                                    
|                                    
|                                    
|                                     |                              | BEGINNING RETAINED EARNINGS |                                                                                 |     | -15,605 |  |         |       | -10,000 | 
|                                    
|                                    
|                                    
|                                    
|                                     |                              | NET INCOME (LOSS)           |                                                                                 |     | -693    |  |         |       | -5,605  | 
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|                                     |                              | ENDING RETAINED EARNINGS    |                                                                                 |     | -16,298 |  |         |       | -15,605 | 
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|TOTAL STOCKHOLDERS EQUITY           |                              |                             | 602                                                                             |     |         |  | 1,295   |      
|                                     |                              |                             |                                                                                 |     |         |  |         |      
|TOTAL LIAB & STOCKHOLDERS EQUITY    |                              |                             | 602                                                                             |     |         |  | 1,295   |      
|                                     |                              |                             |                                                                                 |     |         |  |         |      




The accompanying notes are an integral part of these financial statements.



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##### Table of Contents



FINANCIAL STATEMENTS (continued)







AMERICAN TOY VENDING, INC.
INCOME STATEMENTS
(Unaudited)

|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |             |        | 
|-------------------------- | ------------------- | --------------------------------- | ---------- | -------------- | --- | -------------- | ---------- | -------------- | - | -------------- | ---------- | ------- | --- |  | ---------- |  | - |  | ---------- | ----------- | ------ | 
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            | 3/10/1999  
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            | (Inception)
|                           |                     |                                   |            | 3 Months Ended |     | 3 Months Ended |            | 6 Months Ended |   | 6 Months Ended |            | to     
|                           |                     |                                   |            | 3/31/01        |     | 3/31/00        |            | 3/31/01        |   | 3/31/00        |            | 3/31/01
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |        
|REVENUE                   
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|TOTAL REVENUE              |                     |                                   | 0          |                |     |                | 0          |                |   |                | 0          |         |     |  | 0          |  |   |  | 0          |            
|                          
|                          
|                          
|                          
|DIRECT COSTS              
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|TOTAL COST OF GOODS SOLD   |                     |                                   | 0          |                |     |                | 0          |                |   |                | 0          |         |     |  | 0          |  |   |  | 0          |            
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|GROSS PROFIT               |                     |                                   | 0          |                |     |                | 0          |                |   |                | 0          |         |     |  | 0          |  |   |  | 0          |            
|                          
|                          
|                          
|                          
|OPERATING EXPENSES        
|                          
|                          
|                          
|                          
|                           |                     | MANAGEMENT FEES                   |            |                | 0   |                |            |                | 0 |                |            |         | 0   |  |            |  | 0 |  |            |             | 10,000 | 
|                          
|                          
|                          
|                          
|                           |                     | GENERAL, SELLING &
ADMINISTRATIVE |            |                | 666 |                |            |                | 0 |                |            |         | 693 |  |            |  | 0 |  |            |             | 6,298  | 
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|TOTAL OPERATING EXPENSES   |                     |                                   | 666        |                |     |                | 0          |                |   |                | 693        |         |     |  | 0          |  |   |  | 16,298     |            
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|INCOME FROM OPERATIONS     |                     |                                   | -666       |                |     |                | 0          |                |   |                | -693       |         |     |  | 0          |  |   |  | -16,298    |            
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|INCOME BEFORE TAXES        |                     |                                   | -666       |                |     |                | 0          |                |   |                | -693       |         |     |  | 0          |  |   |  | -16,298    |            
|                          
|                          
|                          
|                          
|                           | PROVISION FOR TAXES
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|NET INCOME                 |                     |                                   | -666       |                |     |                | 0          |                |   |                | -693       |         |     |  | 0          |  |   |  | -16,298    |            
|                           |                     |                                   |            |                |     |                |            |                |   |                |            |         |     |  |            |  |   |  |            |            
|NET LOSS PER SHARE         |                     |                                   | -0.0001    |                |     |                | NIL        |                |   |                | -0.0001    |         |     |  | NIL        |  |   |  | -0.0015    |            
|                          
|                          
|                          
|                          
|WEIGHTED AVERAGE NUMBER OF
|                          
|                          
|                          
|                          
|COMMON SHARES OUTSTANDING  |                     |                                   | 10,985,000 |                |     |                | 10,985,000 |                |   |                | 10,985,000 |         |     |  | 10,985,000 |  |   |  | 10,985,000 |            




The accompanying notes are an integral part of these financial statements.



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##### Table of Contents



FINANCIAL STATEMENTS (continued)







AMERICAN TOY VENDING, INC.
STATEMENT OF CASH FLOWS
(Unaudited)

|                                      |                    |  |           |      |           |  |           |   |           |  |             |      |  |  |       |   |  |  |           |         | 
|------------------------------------- | ------------------ |  | --------- | ---- | --------- |  | --------- | - | --------- |  | ----------- | ---- |  |  | ----- | - |  |  | --------- | ------- | 
|                                      |                    |  |           |      |           |  |           |   |           |  |             |      |  |  |       |   |  |  | 3/10/1999
|                                      |                    |  | 3 Months  |      | 3 Months  |  | 6 Months  |   | 6 Months  |  | (Inception)
|                                      |                    |  | Ended     |      | Ended     |  | Ended     |   | Ended     |  | to         
|                                      |                    |  | 3/31/2001 |      | 3/31/2000 |  | 3/31/2001 |   | 3/31/2000 |  | 3/31/2001  
|                                      |                    |  |           |      |           |  |           |   |           |  |            
|CASH FLOWS FROM OPERATING ACTIVITIES 
|                                     
|                                     
|                                     
|                                     
|                                      | NET LOSS           |  |           | -666 |           |  |           | 0 |           |  |             | -693 |  |  |       | 0 |  |  |           | -16,298 | 
|                                     
|                                     
|                                     
|                                     
|ADJ TO RECONCILE NET LOSS TO NET     
|                                     
|                                     
|                                     
|                                     
|CASH PROVIDED BY OPERATING ACTIVITIES
|                                     
|                                     
|                                     
|                                     
|                                      | ISSUE COMMON STOCK |  |           | 0    |           |  |           | 0 |           |  |             | 0    |  |  |       | 0 |  |  |           | 10,000  | 
|                                      |                    |  |           |      |           |  |           |   |           |  |             |      |  |  |       |   |  |  |           |        
|NET CASH USED IN OPERATING ACTIVITIES |                    |  | -666      |      |           |  | 0         |   |           |  | -693        |      |  |  | 0     |   |  |  | -6,298    |        
|                                     
|                                     
|                                     
|                                     
|CASH FLOWS FROM INVESTING ACTIVITIES  |                    |  | 0         |      |           |  | 0         |   |           |  | 0           |      |  |  | 0     |   |  |  | 0         |        
|                                     
|                                     
|                                     
|                                     
|CASH FLOWS FROM FINANCING ACTIVITIES  |                    |  | 0         |      |           |  | 0         |   |           |  | 0           |      |  |  | 0     |   |  |  | 0         |        
|                                      |                    |  |           |      |           |  |           |   |           |  |             |      |  |  |       |   |  |  |           |        
|NET INCREASE (DECREASE)               |                    |  | -666      |      |           |  | 0         |   |           |  | -693        |      |  |  | 0     |   |  |  | -6,298    |        
|                                     
|                                     
|                                     
|                                     
|CASH BEGINNING OF PERIOD              |                    |  | 1,268     |      |           |  | 6,900     |   |           |  | 1,295       |      |  |  | 6,900 |   |  |  | 6,900     |        
|                                      |                    |  |           |      |           |  |           |   |           |  |             |      |  |  |       |   |  |  |           |        
|CASH END OF PERIOD                    |                    |  | 602       |      |           |  | 6,900     |   |           |  | 602         |      |  |  | 6,900 |   |  |  | 602       |        







STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

|                                              |  |        |            |        |  |         |         |         |  |            |         |         |  |  |          | 
|--------------------------------------------- |  | ------ | ---------- | ------ |  | ------- | ------- | ------- |  | ---------- | ------- | ------- |  |  | -------- | 
|                                              |  |        |            |        |  |         |         |         |  | Additional |         | Accumu-
|                                              |  | Common |            | Stock  |  | paid-in |         | lated  
|                                              |  | Shares |            | Amount |  | Capital |         | Deficit
|                                              |  |        |            |        |  |         |         |        
|March 15, 1999                               
|                                             
|                                             
|                                             
|                                             
|Issued Stock for Services                     |  |        | 10,000     |        |  | $       | 10,000  |         |  | $          | 0       |         |  |  | 0        | 
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|April 30, 1999                               
|                                             
|                                             
|                                             
|                                             
|Issued for Cash                               |  |        | 6,900      |        |  | $       | 6,900   |         |  | $          | 0       |        
|                                             
|                                             
|                                             
|                                             
|                                             
|Net Loss year ended March 10, 1999           
|(Inception) to September 30, 1999             |  |        |            |        |  |         |         |         |  |            |         |         |  |  | $-10,000 | 
|                                              |  |        |            |        |  |         |         |         |  |            |         |         |  |  |          | 
|Balance, September 30, 1999                   |  |        | 16,900     |        |  | $       | 16,900  |         |  | $          | 0       |         |  |  | $-10,000 | 
|                                             
|                                             
|                                             
|                                             
|                                             
|March 24, 2000                               
|                                             
|                                             
|                                             
|                                             
|Changed Par Value from No par value to $0.001 |  |        |            |        |  | $       | -16,883 |         |  | $          | 16,883  |        
|                                             
|                                             
|                                             
|                                             
|                                             
|March 25, 2000                               
|                                             
|                                             
|                                             
|                                             
|Forward Stock Split 10 for 1                  |  |        | 152,100    |        |  | $       | 152     |         |  | $          | -152    |        
|                                             
|                                             
|                                             
|                                             
|                                             
|May 31, 2000                                 
|                                             
|                                             
|                                             
|                                             
|Forward Stock Split 65 for 1                  |  |        | 10,816,000 |        |  | $       | 10,816  |         |  | $          | -10,816 |        
|                                             
|                                             
|                                             
|                                             
|                                             
|Net Loss Year Ended September 30, 2000        |  |        |            |        |  |         |         |         |  |            |         |         |  |  | -5,605   | 
|                                              |  |        |            |        |  |         |         |         |  |            |         |         |  |  |          | 
|Balance, September 30, 2000                   |  |        | 10,985,000 |        |  |         | 10,985  |         |  |            | 5,915   |         |  |  | -15,605  | 
|                                             
|                                             
|                                             
|                                             
|                                             
|Net Loss Period Ended December 31, 2000       |  |        |            |        |  |         |         |         |  |            |         |         |  |  | -27      | 
|                                             
|                                             
|                                             
|                                             
|Net Loss Period Ended March 31, 2001          |  |        |            |        |  |         |         |         |  |            |         |         |  |  | -666     | 
|                                              |  |        |            |        |  |         |         |         |  |            |         |         |  |  |          | 
|Balance, March 31, 2001                       |  |        | 10,985,000 |        |  |         | 10,985  |         |  |            | 5,915   |         |  |  | -16,298  | 




The accompanying notes are an integral part of these financial statements.



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##### Table of Contents



FINANCIAL STATEMENTS (continued)







NOTES TO FINANCIAL STATEMENTS







Note 1. History and Organization of the Company

The Company was incorporated on March 10, 1999 (Date of Inception) under the
laws of the State of Nevada, as American Toy Vending, Inc.. The Company has
limited operations and in accordance with SFAS #7, is considered a development
stage company.







Note 2. Summary of Significant Accounting Policies

Accounting policies and procedures have not been determined except as follows:



|1. |  | The Company uses the accrual method of accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | 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 liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates.                                                                                                                   
|  
|3. |  | The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of
the statements of cash flows, all highly liquid investments with the
maturity date of three months or less are considered to be cash
equivalents. There are no cash equivalents as of March 31, 2001.                                                                                                                                                                                                            
|  
|4. |  | Earnings per share (EPS) is computed using the weighted average number of
shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were issued.
Since the Company has no common shares that are potentially issuable, such
as stock options, convertible preferred stock and warrants, basic and
diluted EPS are the same. The Company has no dilutive common stock
equivalents such as stock options as of March 31, 2001.
|  
|5. |  | The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|6. |  | Web development costs are capitalized and amortized over a period of 60
months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|7. |  | The Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued.                                                                                                                                                                                                                                                                                                                                                                                              
|  
|8. |  | The Company has selected September 30th as its fiscal year end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



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##### Table of Contents



FINANCIAL STATEMENTS (continued)

NOTES TO FINANCIAL STATEMENTS







Note 3. Income Taxes

Income taxes are provided for using the liability method of accounting in
accordance with
Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for
Income Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities. There is no provision for income taxes for the period ended
March 31, 2001, due to the net loss and no state income tax in Nevada.







Note 4. Stockholders equity

The Companys Certificate of Incorporation authorizes the issuance of
50,000,000 Shares of
Common Stock, .001 par value per share.

On March 15, 1999, the shareholders authorized the issuance of 5,000 shares of
common stock to Mr. Knott for a license agreement related to the Companys
business plan and 5,000 shares of common stock to Ms. Sturtevant for services
related to the Companys business plan for a total of 10,000 Rule 144 shares.

From the period of approximately April 1, 1999 until April 30, 1999, the
Company offered and sold 6,900 shares at $1.00 per share to non-affiliated
private investors. The Company relied upon Section 4(2) of the Securities Act
of 1933, as amended (the Act).

On March 25, 2000, the Board of Directors authorized a forward stock split of
10 for 1 resulting in a total of 169,000 shares of common stock issued and
outstanding.

On May 31, 2000, the Board of Directors authorized a forward stock split of 65
for 1 resulting in a total of 10,985,000 shares of common stock issued and
outstanding.

There have been no other issuances of common or preferred stock.







Note 5. Going concern

The Companys financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not commenced its planned principal operations and
it intends to sell additional shares of its authorized common or preferred
stock if capital is needed. Without realization of additional capital, it
would be unlikely for the
Company to continue as a going concern.



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##### Table of Contents



FINANCIAL STATEMENTS (continued)

NOTES TO FINANCIAL STATEMENTS







Note 6. Related party transactions

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.







Note 7. Warrants and options

There are no warrants or options outstanding to acquire any additional shares
of common stock.



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##### Table of Contents









PART I   FINANCIAL INFORMATION

Managements Plan of Operations

The Company maintains a cash balance sufficient to sustain corporate operations
until such time as Management can raise the funding necessary to advance its
business plan. The losses of $6298 through March 2001 were due to operating
expenses including licenses and fees, accounting and audit fees and office
expenses. Sales of the Companys equity securities have allowed the Company to
maintain a positive cash flow balance.

The Companys two year business plan encompasses the following steps to
implement its computer-controlled skill crane game business plan: after raising
capital of $5,000,000 during the first six months, the Company intends to order
500 skill cranes with the Companys new communications system from the
manufacturer at a cost of $950,000, and begin securing space for its smart
skill cranes in New York, Florida, and California. During months seven through
twelve, in order to operate its smart skill crane sites, the Company intends to
expend $500,000 for inventory, $50,000 for set-up and maintenance of the
Companys web site, $200,000 for advertising, $90,000 for three regional
managers, $300,000 for thirty route drivers, $25,000 for two office clerical
employees, $80,000 for purchase of computers and fixed assets, and $175,000 for
rent and other operating expenses.

Management has made initial progress in implementing its business plan by
setting-up its first web page smartcrane.net, filing for copyright protection
of its copyrightable skill crane control communications software, and plans to
expand its web site in the second quarter of 2001.

The Company will only be able to continue to advance its business plan after it
receives capital funding through the sale of equity securities. After raising
capital, Management intends to hire employees, rent commercial space in San
Diego, purchase equipment, and begin development of its skill crane machine
operations. The Company intends to use its equity capital to fund the
Companys business plan during the next twelve months as cash flow from sales
is not estimated to begin until year two of its business plan. The Company
will face considerable risk in each of its business plan steps, such as
difficulty of hiring competent personnel within its budget, longer than
anticipated deployment of its skill crane machines at suitable sites, and a
shortfall of funding due to the Companys inability to raise capital in the
equity securities market. If no funding is received during the next twelve
months, the Company will be forced to rely on its existing cash in the bank and
funds loaned by the directors and officers. 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.



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##### Table of Contents









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

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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 10, 2001       
|                          
|