SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended June 30, 2004

[ ]  Transition report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the transition period from ______________ to ______________

                       Commission file number: 000-32765

                        MASTER DISTRIBUTION SYSTEMS, INC.
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)


           NEVADA                                        86-1024794
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


               10135 E. Via Linda, Suite D 224-A, Scottsdale, AZ 85258
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)

                                  480-391-1110
                              ---------------------
                           (Issuer's telephone number)


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 registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

Yes XX  No
   ----    ----

The number of outstanding shares of the issuer's common stock, $0.001 par value,
as of June 30, 2004 was 10,496,000.

                                       1
<PAGE>





                        MASTER DISTRIBUTION SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS


                       TABLE OF CONTENTS


Part I    Financial Information                                         Page

  Item 1. Financial Statements:

          Condensed  Balance Sheets
          June 30, 2004 (unaudited) and December 31, 2003......................3

          Unaudited Condensed  Statements of Operations for the
          three and six months ended June 30, 2004 and 2003....................4

          Unaudited Condensed  Statements of Cash Flows for the
          six months ended June 30, 2004 and 2003..............................5

          Consolidated Statement of Stockholders' equity for the period from
          December 31, 2003 to June 30, 2004 (unaudited).......................6

          Notes to Financial Statements (unaudited)............................7

  Item 2. Management's Discussion and Analysis and Plan of Operation...........9

PART II - Other Information

  Item 1. Legal Proceedings...................................................12

  Item 2. Changes in Securities...............................................12

  Item 6. Exhibits and Reports on Form 8-K....................................14

Signatures ...................................................................13

                                       2
<PAGE>


                        MASTER DISTRIBUTION SYSTEMS, INC.
                            CONDENSED BALANCE SHEETS




                                                      June 30,    December 31,
                                                        2004          2003
                                                   ------------- --------------
                                                    (unaudited)
                               ASSETS
                            ------------

 CURRENT ASSETS-cash                                  $    7,139 $           -

 OTHER ASSETS
     Dealership reseller rights, net                       9,167
                                                   ------------- -------------

                                                     $    16,306 $           -
                                                   ============= =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ------------------------------------------------

CURRENT LIABILITIES

      Accounts payable                              $        260  $          -
      Shareholder advances                                     -        19,933
      Accrued management fees-parent company              54,000
                                                   ------------- -------------
       Total Current
Liabilities                                               54,260        19,933
                                                   ------------- -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, par value $.001, 25,000,000
  shares authorized, 1,000,000 issued and
  outstanding 2003                                        10,496         3,000
Paid in capital                                           25,480
Retained earnings (deficit)                              (73,930)      (22,933)
                                                   ------------- -------------
Total Stockholders' Equity (Deficit)                     (37,954)      (19,933)
                                                   ------------- -------------

                                                     $    16,306   $         -
                                                   ============= =============




   The accompanying notes are an integral part of these financial statements


                                       3
<PAGE>

                        MASTER DISTRIBUTION SYSTEMS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                   Three Months Ended      Six Months Ended
                                       June 30,                 June 30,
                                ------------------------------------------------
                                    2004        2003        2004        2003
                                ------------------------------------------------


REVENUES
Commissions                       $   19,075   $      -   $  19,075   $       -
                                ------------ ---------- ----------- -----------
EXPENSES
 Selling expenses-parent company       7,633                  7,633
 General and administrative            5,179        875       7,606       2,035
 Management fees-parent company       54,000                 54,000
 Amortization                            833                    833
                                ------------ ---------- ----------- -----------

 Total expenses                       67,645        875      70,072       2,035
                                ------------ ---------- ----------- -----------

NET (LOSS)                        $  (48,570)  $   (875)  $ (50,997)  $  (2,035)
                                ============ ========== =========== ===========

BASIC NET (LOSS) PER SHARE        $    (0.01)     *         $ (0.01)     *
                                ============ ========== =========== ===========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING        5,498,667  3,000,000   4,249,333   3,000,000
                                ============ ========== =========== ===========

*  less than $(.01) per share

   The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>




                        MASTER DISTRIBUTION SYSTEMS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                         Six Months Ended
                                                             June 30,
                                                    ---------------------------
                                                        2004           2003
                                                    ------------- -------------
OPERATING ACTIVITIES
  Net (loss) from operations                            $ (50,997)    $ (2,035)
       Amortization expense                                   833
  Adjustments to reconcile net (loss) to net
    cash used by operating activities:
         Accounts payable                                     260
         Accrued management fees-parent company            54,000
                                                    ------------- -------------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES            4,096       (2,035)
                                                    ------------- -------------
FINANCING ACTIVITIES
         Shareholder advances                               3,043        2,035
                                                    ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   3,043        2,035
                                                    ------------- -------------
NET INCREASE IN CASH                                        7,139            -

CASH, BEGINNING OF PERIOD                                       -            -
                                                    ------------- -------------

CASH, END OF PERIOD                                     $   7,139     $      -
                                                    ============= =============
NON-CASH INVESTING AND FINANCING ACTIVITIES

    Contributed capital                                 $  25,480
                                                    =============
   10 Million Common shares issued to acquire
     dealership rights                                  $  10,000
                                                    =============


      The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>

                        MASTER DISTRIBUTION SYSTEMS, INC.
                           STATEMENTS OF STOCKHOLDERS'
                                EQUITY (DEFICIT)



<TABLE>
<CAPTION>
                                                    Common Stock                   Retained
                                              -----------------------   Paid-in    Earnings
                                                 Shares      Amount     Capital    (Deficit)       Total
                                              ----------- ----------- ----------- ----------- ------------
<S>                                               <C>          <C>        <C>         <C>           <C>
Balances, December 31, 2003                     3,000,000   $   3,000               $ (22,933)   $ (19,933)
(unaudited)

  Net (loss) for the quarter                                                           (2,427)      (2,427)
                                              ----------- ----------- ----------- ----------- ------------

Balances, March 31, 2004 (unaudited)            3,000,000       3,000           -     (25,360)     (22,360)

  Contribution of advances to shareholder                                  22,976      22,976
  Cancellation of shares outstanding           (2,504,000)     (2,504)      2,504                        -
  Issuance of shares for dealership rights     10,000,000      10,000                               10,000
  Net loss for the quarter                                                            (48,570)     (48,570)
                                              ----------- ----------- ---------- ------------ ------------

Balances, June 30, 2004 (unaudited)            10,496,000   $ 10,496      $25,480   $ (73,930)   $ (37,954)
                                              ======================== ========== =========== ============
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>



                        MASTER DISTRIBUTION SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)


Note 1. BASIS OF PRESENTATION

In the opinion of management,  the accompanying  unaudited  condensed  financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-QSB.  Accordingly,  they do not include all of the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for  a  fair  presentation  of  the
Company's  financial  position  as of  June  30,  2004  and the  results  of its
operations  and cash flows for the three and six months  ended June 30, 2004 and
2003 have been made.  Operating  results for the six months  ended June 30, 2004
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2004.

These  condensed  financial  statements  should be read in conjunction  with the
financial  statements  and notes thereto  contained in the Company's Form 10-KSB
for the year ended December 31, 2003.

Note 2.  ACQUISITION OF DEALERSHIP RESELLER RIGHTS FOR COMMON STOCK

During the current quarter, the Company issued 10 million shares to an unrelated
party to acquire the exclusive  worldwide  rights,  except for the United States
and Canada,  to acquire  and resell  dealerships  involving  the  technology  to
restore,  repair and renew residential and commercial glass units in windows and
patio doors by the  application  of thermal  pane  moisture  control  systems to
remove  moisture  and  condensation,   restore   insulation  value  and  prevent
re-occurrence of condensation and further degradation of failed windows.

The 10 million shares issued were valued by the Board of Directors at par, $.001
per share,  for at total of  $10,000,  which  approximates  the legal and travel
costs incurred by the unrelated party,  OFG EuroPacific  Limited (OFG), a Cyprus
corporation, to facilitate the rights provided by a Canadian based manufacturing
company, Crystal Clear Window Works, Inc. (CRYSTAL CLEAR)

Note 3. COST AND AMORTIZATION OF ACQUIRED DEALERSHIP RESELLER RIGHTS

The aforementioned capitalized rights, which were recorded at a cost of $10,000,
are being amortized ratably over a 24 month period commencing May 2004, based on
the initial term of the master dealership & resale agreement.  The agreement may
be extended another two years if the Company purchases 50 dealerships during the
first two years of the agreement in accordance with a prescribed  minimum number
ranging from one each month from July 2004, through April 2005,  increasing to a
maximum of 4 per month in  November  2005,  through  the balance of the two year
term.

Note 4. REVENUE RECOGNITION

Dealership resales

Although the  agreement  relating to the reselling of  dealerships  requires the
Company to purchase each  dealership it resells,  the Company  believes that the
proper  accounting  presentation  for such  activity is to report the net amount
received and retained by the Company for each  dealership  sold,  as  commission
revenues,  rather than grossing up the  transaction  as a sale and cost of sale.


                                       7
<PAGE>

NOTES TO FINANCIAL STATEMENTS - Continued

Commission  revenues are recognized  based on the finalization of the dealership
agreement  with the  Company  and the  receipt of the total  amount  owed by the
dealer,  less the  portion  owed to  CRYSTAL  CLEAR.  Commissions  retained  are
nonrefundable.

Other revenues

The master  dealership  also provides that the Company be paid  one-third of all
gross  receipts  CRYSTAL  CLEAR  receives  for  product  sales  relating  to the
dealerships sold by the Company. Such sales will be recorded at the time CRYSTAL
CLEAR renders such sales information to the Company.


Note 5. FINANCIAL PRESENTATION

The accompanying financial statements are those of Master Distribution, Inc. Its
75% owned  subsidiary,  IG  Wizard,  Inc.  was not formed  until July 2004.  The
Company earned substantial  revenues during the quarter,  accordingly,  it is no
longer considered a development stage company in accordance with FASB #7.

Note 6. RELATED PARTY TRANSACTIONS

Management Services

The Company's  parent,  OFG,  provided  management and legal services during the
current  quarter  totaling  $54,000 which includes the services of the Company's
president  and legal  counsel at the rate of $9,000  per month for each.  Former
management of the Company had provided  services and  operating  expenses to the
Company since inception which were contributed,  and therefore,  reclassified in
the current  quarter as paid in capital,  since such amounts were previously and
currently  classified as advances from shareholder,  which totaled $22,976 as of
June 30, 2004, and $ 22,360 as of March 31, 2004.

Cancellation of Outstanding Shares

Prior to the  issuance  of 10 million  shares  during the current  quarter,  the
Company  forward  split  its  outstanding  shares  3  for 1  and  the  principal
shareholders  returned  2,504,000  shares to the treasury which were  cancelled,
resulting  in an increase  in paid in capital of $2,504 and a  reduction  in par
value of $2,504.

Commission Expense

OFG was paid $7,633  during the current  quarter for its efforts in locating and
selling the two dealerships reported as commission income by the Company. Future
commission  expense is expected to be $1,500 for each dealership sold by OFG for
the Company.

Note 7. LOSS PER SHARE

Stockholders'  equity and loss per share have given effect to the aforementioned
forward stock split of 3 for 1.

                                       8
<PAGE>

NOTES TO FINANCIAL STATEMENTS - Continued

Note 8.  SUBSEQUENT EVENTS

 Formation of Majority Owned Subsidiary

The Company may develop and operate some of the  dealerships  as a master dealer
(corporate  stores) for which a separate majority owned subsidiary was formed by
the  Company  as a Nevada  corporation  in July,  2004,  for that  purpose.  The
subsidiary,  IG Wizard,  Inc.  (IGW) is owned 75% by the  Company and 25% by the
subsidiary's  president and chief operating officer, who is also a member of the
Board of Directors of the Company.

The Company and OFG have entered into an agreement  with the president of IGW to
provide him with:

1.   annual  compensation  of  $96,000  over a two year  employment  period,  in
     addition to other fringe benefits  including health  insurance,  commencing
     July 15, 2004,

2.   50,000 shares of restricted common stock,

3.   an option to acquire  200,000  shares of the  Company's  common stock at no
     cost over a two year vesting period, with a grant date of July 15,2004.

The Company plans to adopt FAS123 for reporting stock-based compensation.

Option valuation models require input of highly subjective assumptions.  Because
our employee  stock options have  characteristics  significantly  different from
those of traded options,  and because changes in the subjective input assumption
can materially  affect the fair value  estimate,  in management's  opinion,  the
existing  models do not  necessarily  provide a reliable  single measure of fair
value of our employee stock options.

Proposed Filing of a Registration Statement

The Company is presently pursing the filing of a registration statement with the
Securities  and  Exchange  Commission  on Form  SB-2.  If it  becomes  effective
1,275,700 shares of the existing  outstanding shares will be sold to the public,
however, no proceeds will be obtained from the offering by the Company.



Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
-------------------------------------------------------------------

Management's Discussion and Analysis

Six Months Ended June 30, 2004 as compared to Six Months Ended June 30, 2003.

There was no business  activity  conducted  prior to June 30,  2003,  therefore,
substantially  all changes are due to the  business of the Company  occurring in
the second quarter of 2004.

Net loss for the six months ended June 30, 2004 increased by $48,962 compared to
the same period in fiscal 2003, due to the second quarter 2004 business activity
which consisted largely of first time revenues for the resale of two dealerships
of approximately  $19,000 and offsetting  sales  commissions and management fees
payable to OFG of approximately $7,600 and $54,000, respectively.


                                       9
<PAGE>

Management's Discussion and Analysis and Plan of Operation - Continued

Liquidity and Capital Resources

At June 30, 2004, we had approximately $7,000 in cash and cash equivalents.

Our sources of liquidity are currently generated by current dealership sales and
working capital provided by OFG, and we do not require any additional capital to
continue  our  current  operations,  including  the  ability to grow  within the
market.  However,  as indicated  above,  strong  additional  growth  through the
expansion  into other  products and services is possible if we are successful in
bringing in  additional  equity  capital.  Failure to raise  capital when needed
could  adversely  impact our  business,  operating  results  and  liquidity.  If
additional  funds are raised  through  the  issuance of equity  securities,  the
percentage of ownership of existing stockholders would be reduced.  Furthermore,
these equity  securities might have rights,  preferences or privileges senior to
our Common  Stock.  Additional  sources of  financing  may not be  available  on
acceptable terms, if at all.

Our  liquidity  and operating  results are not  materially  affected by seasonal
fluctuations in our sales.

We have  sufficient  cash  flow and  working  capital  resources  to  cover  all
operations  within the  parameters and guidelines we have set for our operations
for the next twelve (12) months if we only sell dealerships.  However, the start
up of IG Wizard, our first corporate dealership does require additional funding.
This will be achieved  through  private  funding  directly to IG Wizard.  We can
continue current operations with reasonable annual growth from dealership sales,
cash flows and profits.

We do not offer any  customer  incentives  in  connection  with the  purchase or
promotion of our products.  The  dealership  price is  established  by agreement
between Crystal Clear and MDS and no incentives can be given to MDS dealers that
are not also given to Crystal Clear's own dealers.


Plan of Operation

Our objectives for the next twelve (12) months are:

o    Sell Dealerships.

To roll out the initial 50 Crystal  Clear  dealerships  at a rate of 25 per year
for the  first 50 and  reduce  the roll  out time for the  subsequent  set of 50
dealerships  by 6 months.  The outright sale of dealership  requires very little
financial resources and manpower.  We are using our existing network of business
contacts to find parties that are  interested in a  dealership.  Every sale of a
dealership generates a minimum of $10,000 in commissions of which $1,500 will be
paid as a referral fee to a 3rd party that  introduced the dealer.  The business
plan is based on the purchase of at least 2  dealerships  per month.  This would
produce  $17,000 or more revenue and would be  sufficient to generate a positive
cash flow in MDS and  support  one part  time  person  to  coordinate  the sales
activities and dealership sign up.

o    Set up MDS owned Dealerships.

Because profit margins are very attractive at the dealership level, MDS will set
up  corporately  wholly owned stores,  or in partnership  with other  interested
parties. One such partnership is IG Wizard Inc. in Oregon, in which MDS is a 75%
shareholder.


                                       10
<PAGE>

Management's Discussion and Analysis and Plan of Operation - Continued

In addition to new  dealerships  owned by MDS, we will approach  existing  small
operators which are already in the Residential and Commercial  Building Services
Industry  and partner  with them in  specific  dealerships  through  minority or
majority ownerships.  To roll out dealerships that are wholly or partly owned by
MDS,  additional  funding  will be  required  to  acquire  and  start  up  these
dealerships. We estimate that a dealership of 2 technicians will require funding
to a maximum of about $75,000 over a 3-month  period before the  dealership  can
support its operations from cash flow. Most existing dealerships operate with no
more than 3 people, two technicians and one part time administrative person. MDS
will provide the funding to the wholly or partly owned  dealerships from revenue
generated  through the sale of dealerships and the royalty received from product
purchases  by MDS  dealers.  If MDS cash flow is  insufficient,  funding will be
sought through  shareholder  loans or private funding.  We aim to have the first
MDS owned  dealership  in Oregon  operational  before,  September1,  2004 and we
intend to open a new MDS owned  dealership or a new branch location of IGW every
6 months thereafter.

o    Acquire the rights to other Glass Restoration Processes and/or Dealerships.

We will acquire  other Master  Dealerships  in the  Residential  and  Commercial
Building  Services  Industry  with  Partner  Companies,  that have  products and
services that are  synergistic  with Crystal  Clear,  to combine  "Alike" Master
Dealerships and bundle them for marketing to individual  dealers. We are looking
at Scratch  Removal and Glass  Coating  systems  that can be bundled with the IG
repair business and offered as comprehensive Glass Restoration Dealerships. With
the glass  industry  experience  of management  personnel,  Mike Boyle and Harry
Beugelink, we are ideally situated to acquire other dealership agreements and to
offer complete  training and  certification  of technicians  for a wide range of
glass  restoration  services.  To  achieve  this  part  of  our  business  plan,
additional  funding  will be  needed.  We are  considering  a private  placement
offering of up to $4 million to acquire  additional  dealership  agreements  or,
thorough acquisition,  get the control over glass restoration processes that are
synergistic  with the IG repair business.  With current  management in place, we
have the key  personnel to execute such a plan,  but the  additional  funding is
necessary to execute this aspect of our business  plan  quickly,  so that we can
capitalize on the market potential that exists in North America.  It is our goal
to acquire a second  glass  restoration  process by the  December  31,  2004 and
acquire a third glass restoration process by June 30, 2005.

o    Become a Training Center for US dealerships.

Based on the market potential in the US, and the interest shown from US dealers,
Crystal  Clear in  Canada  will  have to add to its  dealer  training  capacity.
Because Crystal Clear will soon be maxed out on its training facility, we are in
discussions  with  Crystal  Clear to take over the training of US dealers at our
corporate  IG Wizard  dealership  in  Oregon.  We intend to bundle the IG repair
dealerships with other glass  restoration  dealerships,  such as scratch removal
and glass coating,  which will give us the opportunity to substantially increase
our revenue and profits,  by offering  combined  training  programs that cover a
wide  range of glass  restoration  services.  This will  generate  revenue  from
training  fees  that  currently  go to  Crystal  Clear  in  Canada,  but it also
generates  additional  revenue  for the  training  of  other  glass  restoration
techniques.  This will make MDS dealerships a one-stop  shopping place for glass
restoration needs.

An agreement in  principle  is already in place with Crystal  Clear,  which will
give MDS the rights to train and certify  technicians  for the IG repair process
at our IGW facility in Oregon. In order to be able to offer training services we
will  need  to  lease a  larger  facility  than  if we  were  to  only  set up a
dealership.

                                       11
<PAGE>

Management's Discussion and Analysis and Plan of Operation - Continued

Discussions  are in  progress  with a scratch  removal  company to lease part of
their   facility  and  also  to  acquire  the  rights  to  offer   training  and
certification  for their scratch  removal  process.  If these  negotiations  are
successful,  we would  achieve two of our  objectives.  Namely,  we would have a
second glass  restoration  process to add to the IG repair  business and we will
have the  ability  to train and  certify  technicians  in two glass  restoration
processes.  The key people are in place to manage the  training  programs but it
can only be executed if we can attract the required  funding.  We aim to have an
agreement  with  Crystal  Clear  by  September  30,  2004 to train  and  certify
technicians  for the IG repair.  We also want to have an  agreement to train and
certify  technicians  in a 2nd glass  restoration  process and have our training
facility in place by October 31, 2004.

If funding is available all of the above  components of the business plan can be
executed  effectively.  If no funding can be obtained,  MDS'  potential  will be
limited,  however, the business plan can be executed, but at a much slower pace.
If funding  can be  obtained,  MDS will be able to  capitalize  on the  enormous
market  potential  that  exists  in this  untapped  IG Unit  repair  market  and
ancillary  services.  With the strong glass  industry  experience and management
experience of key management  personnel that is now in place,  the business plan
has all the ingredients to create a successful and profitable glass  restoration
business in North America and worldwide.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings
        None

Item 2. Changes in Securities
        None

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

    31.1 Certificate of CEO/CFO as Required by Rule 13a-14(a)/15d-14
     31.2 Certificate  of  CEO/CFO  as  Required  by  Rule  13a-14(b)  and  Rule
          15d-14(b)  (17 CFR  240.15d-14(b))  and Section  1350 of Chapter 63 of
          Title 18 of the United States Code
    32.1  CERTIFICATION  PURSUANT  TO 18 U.S.C.  1350,  AS ADOPTED  PURSUANT  TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
    32.2  CERTIFICATION  PURSUANT  TO 18 U.S.C.  1350,  AS ADOPTED  PURSUANT  TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     (b) Reports on Form 8-K
         Form 8K filed June 29, 2004.


                                      12
<PAGE>

SIGNATURE

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereto duly authorized.


MASTER DISTRIBUTION SYSTEMS, INC.
(Registrant)

Date:  August 11, 2004
By:/s/ Harry Beugelink
----------------------
Harry Beugelink
President



                                       13
<PAGE>

                                  EXHIBIT 31.1
                                  CERTIFICATION

I, Harry Beugelink, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of MASTER  DISTRIBUTION
SYSTEMS, INC.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 11, 2004
/s/ Harry Beugelink
------------------------
By: Harry Beugelink, President & Chief Financial Officer


                                       14
<PAGE>




                                  EXHIBIT 31.2
                                  CERTIFICATION

I, Harry Beugelink, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of MASTER  DISTRIBUTION
SYSTEMS, INC.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 11, 2004
/s/ Harry Beugelink
-------------------------
By: Harry Beugelink, President & Chief  Executive  Officer


                                       15
<PAGE>



                                  EXHIBIT 32.1
                            CERTIFICATION PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of MASTER  DISTRIBUTION  SYSTEMS,  INC.
(the  "Company") on Form 10-QSB for the period ended June 30, 2004 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Harry Beugelink, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C.  1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.


                                                 /s/ Harry Beugelink
                                                  ---------------------------
Date: August 11, 2004                                Harry Beugelink
                                                     President & Chief Financial
                                                     Officer



                                       16
<PAGE>



                                  EXHIBIT 32.2
                            CERTIFICATION PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of MASTER DISTRIBUTION SYSTEMS, INC.(the
"Company") on Form 10-QSB for the period ended June 30, 2004 , as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Harry
Beugelink,  Chief  Executive  Officer of the  Company,  certify,  pursuant to 18
U.S.C.  1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.


                                                /s/ Harry Beugelink
                                                --------------------------
Date: August 11, 2004                               Harry Beugelink
                                                    President & Chief  Executive
                                                    Officer


                                       17
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