SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                                 Second Amended


[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended March 31, 2005

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

                        Commission file number: 000-32309

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


           Nevada                                             86-1010155
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              6224 Arctic Loon Way
                               Rocklin, CA, 95765
                   ------------------------------------------
                     (Address of principal executive office)

                                 (541) 350-0341
                              ---------------------
                           (Issuer's telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

SECURITIES  REGISTERED  PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK,  PAR
VALUE $.001 PER SHARE

Check  whether the  Registrant:  (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 [X]   No [ ]

The number of outstanding  shares of the Registrant's  common stock,  $0.001 par
value, as of March 31, 2005 was 10,496,000.

                                       1
<PAGE>


                        MASTER DISTRIBUTION SYSTEMS, INC.

                                TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION                                              Page


Item 1.  Financial Statements:

         Consolidated Condensed Balance Sheets
         March 31, 2005 (unaudited) and December 31, 2004 (Restated) ....... 4

         Unaudited (Restated) Consolidated Condensed Statements of
         Operations for the three months ended March 31, 2005 and 2004 ..... 5

         Unaudited Consolidated Condensed Statements of Cash Flows for
         the three months ended March 31, 2005 (Restated) and 2004 ......... 6

         Statement of Stockholders' equity for the period from
         December 31, 2002 to March 31, 2005(unaudited)(Restated) .......... 7

          Notes to Financial Statements (unaudited) ........................ 8


Item 2. Managements Discussion and Analysis of Financial Condition
            and Plan of Operations .........................................11


Item 3. Controls and Procedures ............................................13


PART II: OTHER INFORMATION

Item 1. Legal Proceedings ..................................................14

Item 2. Changes in Securities ..............................................14

Item 3. Defaults upon Senior Securities.....................................14

Item 4. Submission of Matters for a Vote of Security Holders................14

Item 5. Other Information...................................................14

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

SIGNATURES..................................................................15




                                       2
<PAGE>




This Form 10-QSB contains  forward-looking  statements within the meaning of the
"safe harbor"  provisions  under Section 21E of the  Securities  Exchange Act of
1934.  We use  forward-looking  statements in our  description  of our plans and
objectives for future  operations  and  assumptions  underlying  these plans and
objectives.  Forward-looking  terminology  includes the words "may,"  "expects,"
"believes,"  "anticipates,"  "intends," "projects," or similar terms, variations
of such terms or the negative of such terms.  These  forward-looking  statements
are based on management's  current  expectations  and are subject to factors and
uncertainties, which could cause actual results to differ materially from those,
described  in  such  forward-looking   statements.  We  expressly  disclaim  any
obligation or  undertaking  to release  publicly any updates or revisions to any
forward-looking  statements  contained in this Form 10-QSB to reflect any change
in our  expectations or any changes in events,  conditions or  circumstances  on
which any forward-looking  statement is based.  Factors,  which could cause such
results  to  differ  materially  from  those  described  in the  forward-looking
statements, and elsewhere,, are incorporated by reference into this Form 10-QSB.
The  term  the  "Company"  includes  Master  Distribution  Systems,   Inc.,  its
predecessors,  and its  wholly  owned  subsidiary  described  elsewhere  in this
report.

                                       3
<PAGE>

PART I: FINANCIAL INFORMATION

Item1. Financial Statements

                        MASTER DISTRIBUTION SYSTEMS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS




                                                         March 31,  December 31,
                                                            2005         2004
                                                         ---------    ---------
                                                        (Unaudited)   (Restated)
                                                         (Restated)

                                     ASSETS
                                    ---------

 CURRENT ASSETS
     Cash                                                $     868    $    --
     Dealership license inventory                          125,000       50,000
     Assets held for sale                                                30,562
                                                         ---------    ---------

      Total current assets                                 125,868       80,562
                                                         ---------    ---------


 OTHER ASSETS
     Deferred offering costs                                 5,000        5,000
     Investment, at cost                                    25,000       25,000
     Dealership reseller rights, net                         5,417        6,667
                                                         ---------    ---------
                                                            35,417       36,667
                                                         ---------    ---------

                                                         $ 161,285    $ 117,229
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES

      Accounts payable                                   $ 151,690    $  65,072
      Advances-related parties                              51,931       38,330
      Accrued management fees-parent company                66,000       50,000
      Liabilities related to assets held for sale                        91,992
                                                         ---------    ---------

       Total Current Liabilities                           269,621      245,394
                                                         ---------    ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, par value $.001, 25,000,000 shares
  authorized, 10,496,000 shares outstanding                 10,496       10,496
Paid in capital                                             66,509       66,509
Retained earnings (deficit)                               (185,341)    (205,170)
                                                         ---------    ---------

Total Stockholders' Equity (Deficit)                      (108,336)    (128,165)
                                                         ---------    ---------

                                                         $ 161,285    $ 117,229
                                                         =========    =========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>


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


                                                         Three Months Ended
                                                              March 31,
                                                   ----------------------------
                                                        2005            2004
                                                   ------------    ------------
REVENUES
Royalties                                          $      2,088    $       --
                                                   ------------    ------------

                                                          2,088            --
                                                   ------------    ------------
 COSTS AND EXPENSES
   General and administrative:
    Professional fees                                    25,750           1,500
    Management fees-parent company                       16,000             375
    Other                                                 1,189             552
   Amortization                                           1,250            --
                                                   ------------    ------------

   Total costs and expenses                              44,189           2,427
                                                   ------------    ------------

NET (LOSS) FROM CONTINUING OPERATIONS                   (42,101)         (2,427)

DISCONTINUED OPERATIONS
    Gain on disposition of subsidiary,net of
      income taxes                                       61,930
                                                   ------------    ------------

NET INCOME (LOSS)                                  $     19,829    $     (2,427)
                                                   ============    ============


BASIC NET (LOSS) PER SHARE:
     Income (loss) from operations                            *               *
     Income from discontinued operations           $        .01
                                                   ------------    ------------

BASIC NET (LOSS) PER SHARE                                    *               *
                                                   ============    ============
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                          10,496,000         496,000
                                                   ============    ============

*  less than $.01 per share


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<PAGE>


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


                                                     Three Months Ended
                                                          March 31,
                                                    --------    --------
                                                      2005        2004
                                                    --------    --------
                                                   (Restated)

OPERATING ACTIVITIES
  Net Income (loss) from operations                 $ 19,829    $ (2,427)
     Amortization                                      1,250
     Gain on disposal of subsidiary                  (61,930)
  Adjustments to reconcile net (loss) to net
     cash used by operating activities:
        Dealership license inventory                 (75,000)
        Accounts payable                              86,619
        Accrued management fees-parent company        16,000
                                                    --------    --------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES     (13,232)     (2,427)
                                                    --------    --------

FINANCING ACTIVITIES
         Advances-related parties                     13,600       2,427
                                                    --------    --------

NET CASH PROVIDED BY FINANCING ACTIVITIES             13,600       2,427
                                                    --------    --------

NET INCREASE IN CASH                                     368        --

CASH, BEGINNING OF PERIOD                                500        --
                                                    --------    --------

CASH, END OF PERIOD                                 $    868    $   --
                                                    ========    ========



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       6
<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)
  On June 25, 2004, outstanding shares were
    contributed and cancelled                        (2,504,000)        (2,504)         2,504                         --
  Contribution of advances by shareholder
    on June 25, 2004                                                                   23,005                        23,005
  Issuance of shares for dealership rights at par
   on June 28, 2004                                  10,000,000         10,000                                       10,000
  Costs to register restricted common stock                                           (21,000)                      (21,000)
  Contribution of management fees by shareholder
    on December 31, 2004                                                               62,000                        62,000
  Net (loss) for the year (restated)                                                                (182,237)      (182,237)
                                                    -----------    -----------    -----------    -----------    -----------

Balances, December 31, 2004 (Restated)               10,496,000         10,496         66,509       (205,170)      (128,165)
(Unaudited) (Restated)
  Net income for three months                                                                         19,829         19,829
                                                    -----------    -----------    -----------    -----------    -----------

Balances, March 31, 2005 (Unaudited)(Restated)       10,496,000    $    10,496    $    66,509    $  (185,341)   $  (108,336)
                                                    ===========    ===========    ===========    ===========    ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       7
<PAGE>

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


Note 1.  BASIS OF PRESENTATION

In the opinion of management,  the accompanying unaudited consolidated 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 consolidated  financial  statements.  In the opinion of management,
all adjustments  (consisting of normal recurring accruals)  considered necessary
for a fair presentation of the Company's  consolidated  financial position as of
March 31,  2005 and the results of its  operations  and cash flows for the three
months ended March 31, 2005 and 2004 have been made.  Operating  results for the
three months ended March 31, 2005 are not necessarily  indicative of the results
that may be expected for the year ended December 31, 2005.

These consolidated  condensed financial statements should be read in conjunction
with the consolidated  financial  statements and notes thereto  contained in the
Company's Form 10-KSB for the year ended December 31, 2004.


Note 2.  REVENUE RECOGNITION

Royalty 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.

Dealership License Inventory

The Company was required to purchase three dealership licenses from the licensor
during the current quarter,  per its resale license  agreement.  These licenses,
which cost $25,000  each,  were  classified  as  inventory  on the  accompanying
balance  as of March 31,  2005,  at cost,  on the basis  that they were  salable
during  future  periods.  Therefore as of March 31, 2005,  the inventory of five
dealership licenses totaled $125,000.


Note 3.  RELATED PARTY TRANSACTIONS

During the current quarter, accrued management fees were incurred of $16,000, to
OFG EuroPacific  Limited,(OFG)  who provided such services and other benefits to
the Company.  During this same period,  OFG provided  working capital of $13,600
interest  free. As of March 31, 2005,  OFG was owed $49,222 for working  capital
and $66,000 for management services.

The  president of Master  Distribution  Systems,  Inc.  (MDS) has also  provided
interest  free  advances  to the  Company,  and as of March 31, 2005 he was owed
$2,709.


                                       8
<PAGE>

Note 4.  ACCOUNTS PAYABLE

As of March 31, 2005,  the Company had an accounts  payable  balance of $151,690
due to trade creditors which included  $131,813  payable to Crystal Clear Window
Works, Inc. (CCWWI).  This balance includes the purchase price of six dealership
licenses, at $25,000 each, for a total of $150,000,  less payments made to CCWWI
of $10,000 and less royalties owed to the Company of $8,187.

Note 5.  CONSULTING CONTRACT

On March 7, 2005,  the Company  entered into an agreement  with a consultant  to
provide  value-added  strategic  advisory and consulting  services to assist the
Company in furthering its business plan including the sale of dealerships.

The  agreement  will  remain in force  for 60 days at the end of which  time the
parties  will  determine  if  any  extension  of  the  agreement  is  desirable.
Compensation  for the consultant is: a), an hourly rate of $125 for a maximum of
15 hours per week,  and b), a bonus of $3,500  for each  CCWWI  dealership  sold
directly or indirectly to or through any of  consultant's  parties.  As of March
31,  2005,  fees due and  payable  are  $11,250,  and are  included  in accounts
payable.

The parties have agreed to defer payment of the weekly fees until the earlier of
when cash is available for payment,  or when free trading shares,  pursuant to a
filing on Form S-8, can be made available to consultant.  The bonus may be paid,
at the consultant's option, in free trading shares of the Company at the closing
of each  dealership  sale  involving  the  consultant at a price per share to be
determined   between  the  parties.   The  consultant   also  signed  a  3  year
non-circumvention,  non-disclosure  and  confidentiality  agreement  on the same
date.


Note  6.  COMMITMENTS AND CONTINGENCIES

Common shares to IGW management

On June 18, 2004, in connection with the retention of IGW's  President/ CEO, MDS
agreed to immediately vest 50,000 of MDS restricted  common stock as part of the
total of 250,000 shares granted to him, to be vested over a two year period,  of
which  100,000  were to be vested  after one year,  and the  balance  of 100,000
vested at the end of the  second  year.  The  initial  50,000  shares,  although
vested,  have not been  issued or  recorded,  since the  Company  believes it is
entitled to offsetting consideration from this officer because of issues related
to the period IGW was a subsidiary  of the  Company.  The balance of the 200,000
common shares subject to grant, are no longer  applicable  because of the formal
resignation of the  President/CEO  in March 2005. On April 27, 2005, the company
and the past President/CEO of IGW reached an agreement that relieved the Company
of it's obligation to issue the initial 50,000 shares,  as well as releasing the
Company from any other obligations.


Note 7. RESTATED FINANCIAL STATEMENTS

In the  originally  filed Form 10-KSB for the year ended  December 31, 2004, the
Company had reported a gain of $61,930 on the disposition of its 75% interest in
IG Wizard, Inc. (IGW).  Although the parent company of MDS agreed to acquire IGW
by assuming net liabilities of IGW equal to that value, it did not formalize the
transaction and complete the acquisition until March 18, 2005. Accordingly,  the
financial statements of the Company, which were originally presented without IGW
as a  consolidated  subsidiary  as of December 31, 2004,  have been  restated to


                                       9
<PAGE>

Note 7. RESTATED FINANCIAL STATEMENTS - continued

reflect the consolidation of IGW as of and for the year ended December 31, 2004,
and the elimination of the gain on the disposal of the subsidiary of $61,930.

The effect on the net loss for the year ended December 31, 2004, was an increase
from $120, 307 to $182,257. The effect on the deficit in stockholders' equity at
that date was to increase the deficit  from  $66,235 to $128,165.  The effect on
loss per share by eliminating the  aforementioned  gain was to increase the loss
per share from $.01 to $.02.

The accompanying financial statements as of and for the three months ended March
31, 2005, include the gain of $61,930 on the disposal of the subsidiary, IGW. As
a result,  the originally filed financial  statements for the three months ended
March 31, 2005 reported a loss of $42,101 which has been changed to a net income
of $19,829.  The resulting  change from a loss per share to net income per share
was not material.

The following is an analysis of the net  liabilities  of IGW which were held for
disposition  and  subsequently  assumed by OFG,  which are  incorporated  in the
accompanying consolidated balance sheet as of December 31, 2004:

Liabilities relating to assets held for sale:
Advances from OFG                          $ 75,321
Advances from MDS                            11,139
Shareholder advances                            498
Accounts payable-trade                        2,350
Accrued payroll taxes                         2,684
                                           --------

Total liabilities held for disposition       91,992
--------------------------------------    ---------



Assets held for sale:
Cash                                          5,202
  Property and equipment, net                 4,119
  Deposit                                       324
  Dealership license, net                    20,417
                                           --------

 Total assets held for disposition           30,062
                                           --------

 Net liabilities held for disposition      $ 61,930
                                           ========


                                        10
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Plan of
Operations

The  following  discussion  is intended to provide an analysis of our  financial
condition  and Plan of  Operation  and  should be read in  conjunction  with our
financial  statements  and the notes  thereto  set  forth  herein.  The  matters
discussed in this section that are not  historical or current  facts,  deal with
potential future circumstances and developments. Our actual results could differ
materially from the results discussed in the forward-looking statements. Factors
that could cause or  contribute  to such  differences  include  those  discussed
below.
                               Plan of Operations

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS 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. At the new price of $45,000 for a two  technician  dealership,
which became  effective in the fall of 2004,  every  dealership  sale  generates
$20,000  in  commissions  for the  company  of  which  $3,500  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
$33,000 or more revenue and would be sufficient to generate a positive cash flow
in  MDS.   However,   initially  the  outright  sale  of  dealership   has  been
disappointing  and requires  additional  marketing  resources than what has been
thus far applied. We are using our existing network of business contacts to find
parties that are interested in a dealership,  but this approach does not provide
the  required  results.  Discussions  are ongoing  with CCWWi to develop a joint
marketing strategy to boost dealership sales.

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.  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  some of the  required  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.  Funding  through
shareholder loans or private funding will have to be sought in order to meet the
planned roll out of a corporately owned store every 3 months.

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

We  will  continue  our  search  to  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.  To achieve this part of our business plan, additional

                                       11
<PAGE>

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
- continued

funding will be needed. We are considering a private placement offering of up to
$2.5  million  to  acquire   additional   dealership   agreements   or,  through
acquisition,   get  the  control  over  glass  restoration  processes  that  are
synergistic  with the IG repair  business.  Furthermore,  additional  management
staff  will need to be brought in to  execute  such a plan.  However  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 and
worldwide.  It is our goal to  acquire a second  glass  restoration  process  by
September  30, 2005 and acquire a third glass  restoration  process by March 31,
2006.

                              Results of Operation

Three Months Ended March 31, 2005 compared to Three Months Ended March 31, 2004.
--------------------------------------------------------------------------------


The Company did not have any  operational  activity for the 3 months ended March
31,  2004.  Revenue  for the 3 month  period  ended March 31,  2005,  was $2,088
compared  to $0 for  the  same  period  last  year.  Net  loss  from  continuing
operations  for the period  increased  from  $2.427 in 2004 to $42,101 for the 3
months ended March 31, 2005.  Most of the loss was  attributable  to the lack of
dealership  sales,  while  professional  and  management  fees  for  the  period
continued to keep the company's filings current.

In March 2005 we closed on the sale of our 75% owned subsidiary, IG Wizard, Inc.
resulting  in a gain from  discontinued  operations  of  $61,930.  There was net
income after discontinued operations therefore, of $1,829.


Three  Months Ended March 31, 2005  compared to the Three Months Ended  December
31, 2004.
--------------------------------------------------------------------------------


Due to the disposal of its discontinued operation, IG Wizard, effective December
31, 2004, and the lack of dealership sales in the current  quarter,  revenue for
the 3 month period ended March 31, 2005 was only $2,088 for royalties,  compared
to $6,057 of royalties  and $35,000 for one  dealership  sale during the 3 month
period ending 31 December  2004.  Revenue from  royalties was down 65% for the 3
months ended March 31, 2005,  compared to the previous 3 months, due to the fact
that 2 of the 4 dealers  are in colder  climates  in  Canada  and are  therefore
affected by seasonal  fluctuation in business  volume.  Net loss from continuing
operations  for the  period  increased  from  $11,167  for the 3  months  ending
December 31, 2004 to $42,101 for the 3 months ended March 31, 2005.


                        Liquidity and Capital Resources.

At March 31, 2005, we had only $868 in cash and cash equivalents.

Sources of  liquidity  are  dealership  sales,  royalty on product  purchases by
existing dealers and working capital provided by OFG. Although  dealership sales
has been slower than  anticipated,  projected MDS  dealership  sales in the next
quarter  should  provide  sufficient  working  capital to  continue  our current
operations,  including the ability to grow within the market. If working capital
is  needed,  due to lack of  operating  revenue,  such  working  capital  may be
obtained from OFG. To effectively  take advantage of the market potential of the
different glass restoration processes, we would have to raise additional debt or
equity  capital.  Although  failure to raise capital when needed could adversely
impact the growth of our business,  operating  results and liquidity,  it is not
expected to put continued  operations  at risk.  If additional  funds are raised
through the issuance of convertible debt or equity securities, the percentage of
ownership of existing  stockholders  may be diluted.  Furthermore,  these equity
securities  might have rights,  preferences  or privileges  senior to our Common

                                       12
<PAGE>

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
- continued

Stock. Additional sources of financing may not be available on acceptable terms,
if at all.

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 were to only sell  dealerships.  However,
the start up of corporately owned dealerships will require additional funding.

We do not offer any  incentives in connection  with the purchase or promotion of
dealerships.  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  (CCWWi) own dealers.  Effective  November 1, 2004 the
dealership price increased from $35,000 to $45,000,  which  effectively  doubles
MDS' gross margin on dealership sales.

Management  fees  payable  to OFG  amount  to a  maximum  of  $12,000  per month
depending  on the amount of time spent on  management  responsibilities  and are
deferred until liquidity is sufficient to permit payment.

Item 3. Controls and Procedures

                Evaluation of Disclosure Controls and Procedures

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 are recorded,  processed,  summarized and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in the reports  filed under the  Securities  Exchange  Act of 1934 is
accumulated and  communicated to management,  including our Principal  Executive
Officer and  Principal  Accounting  Officer,  as  appropriate,  to allow  timely
decisions regarding required disclosure.

Within the 90 days prior to the filing  date of this  report,  we carried out an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14.  This  evaluation
was done  under the  supervision  and with the  participation  of our  Principal
Executive  Officer/Principal  Accounting Officer. Based upon that evaluation, we
have  concluded  that our  disclosure  controls and  procedures are effective in
gathering, analyzing and disclosing information needed to satisfy our disclosure
obligations under the Exchange Act.

                          Changes in Internal Controls

There were no significant  changes in our internal  controls or in other factors
that could significantly  affect those controls since the most recent evaluation
of such controls.

                                       13
<PAGE>

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

         None

Item 2. Changes in Securities

         None

Item 3.  Defaults upon Senior Securities

         None

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

         None

Item 5: Other Information

         None

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

     31.1 Certificate of Principal Executive Officer

     31.2 Certificate of Principal Accounting Officer

     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

         Report filed on Form 8-K on March 21, 2005

                                       14
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

MASTER DISTRIBUTION SYSTEMS, INC.
(Registrant)


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

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

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

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.

By:/s/Harry P. Beugelink                    Date:  November 9, 2005
----------------------------
Harry P. Beugelink
Director



                                       15
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