EXHIBIT 31.2


                   CERTIFICATE OF PRINCIPAL ACCOUNTING OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Harry P. Beugelink, certify that:

1. I have reviewed this Form 10-QSB for the period ended June 30, 2005 of Master
Distribution Systems, Inc.;

2. Based on my knowledge, this 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 report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this 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 report;


4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and  internal  control  over
financial  reporting (as defined in Exchange Act Rules  13a-15(f) and 15d-15(f))
for the small business issuer and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that material information relating to the small business issuer,  including
     its consolidated  subsidiaries,  is made known to us by others within those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

b.   Designed such internal  control over  financial  reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

c.   Evaluated  the  effectiveness  of the small  business  issuer's  disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the small business issuer's internal
     control over financial  reporting  that occurred  during the small business
     issuer's most recent fiscal  quarter (the small  business  issuer's  fourth
     fiscal  quarter  in the  case of an  annual  report)  that  has  materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
the small  business  issuer's  board of  directors  (or persons  performing  the
equivalent functions):

a.   All  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the small business  issuer's ability to record,
     process, summarize and report financial information; and

b.   Any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have a  significant  role in the  small  business  issuer's
     internal control over financial reporting.




Date: November 9, 2005           /s/ Harry P. Beugelink
                                --------------------------------
                                    Harry P. Beugelink
                                    Principal Accounting Officer