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 September 30, 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)

                             3201 W. Harrison Street
                               Phoenix, AZ 85009
                   ------------------------------------------
                     (Address of principal executive office)

                                  623-748-1701
                              ---------------------
                           (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 September 30, 2005 was 10,496,000.


                                       1
<PAGE>


                        MASTER DISTRIBUTION SYSTEMS, INC.

                                TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION                                              Page

Part I  Financial Information

Item 1. Financial Statements:

        Consolidated  Condensed Balance Sheets (Restated)  September
        30, 2005 (unaudited) and December 31, 2004 (Restated) ...............4

        Unaudited,  restated  Consolidated  Condensed  Statements of
        Operations for the three and nine months ended September 30,
        2005 and 2004 .......................................................5

        Unaudited Consolidated Condensed Statements of Cash Flows for the
        nine months ended September 30, 2005 and 2004 .......................6

        Consolidated Statements of Stockholders' equity for the period from
        December 31, 2003 to September 30, 2005 (unaudited) (Restated) ......7

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


Item 2. Managements Discussion and Analysis of Financial Condition
         and Plan of Operations ............................................12

Item 3. Controls and Procedures ............................................14


PART II: OTHER INFORMATION

Item 1. Legal Proceedings ..................................................15

Item 2. Changes in Securities ..............................................15

Item 3. Defaults upon Senior Securities.....................................15

Item 4. Submission of Matters for a Vote of Security Holders................15

Item 5. Other Information...................................................15

Item 6. Exhibits and Reports on Form 8-K ...................................15

SIGNATURES..................................................................16
                                       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




                                           September 30,  December 31,
                                                 2005          2004
                                               ---------    ---------
                                              (Unaudited)   (Restated)
                                ASSETS
                               -------
ASSETS


 CURRENT ASSETS
     Cash                                           $     501         --
     Dealership license inventory                     400,000       50,000
     Assets held for sale                                --         30,562
                                                    ---------    ---------

      Total current assets                            400,501       80,562
                                                    ---------    ---------
 OTHER ASSETS

     Deferred offering costs                            5,000        5,000
     Investment, at cost                               25,000       25,000
     Dealership reseller rights, net                    2,917        6,667
                                                    ---------    ---------
                                                       32,917       36,667
                                                    ---------    ---------

                                                    $ 433,418    $ 117,229
                                                    =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES

      Accounts payable                              $ 416,225    $  65,072
      Advances-related parties                         67,698       38,330
      Accrued management fees-parent company          102,000       50,000

      Liabilities related to assets held for sale        --         91,992
                                                    ---------    ---------

       Total Current Liabilities                      585,923      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)                          (229,510)    (205,170)
                                                    ---------    ---------

Total Stockholders' Equity (Deficit)                 (152,505)    (128,165)
                                                    ---------    ---------

                                                    $ 433,418    $ 117,229
                                                    =========    =========


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>



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

<TABLE>
<CAPTION>
                                                          Three months Ended             Nine months Ended
                                                             September 30,                  September 30,
                                                    ----------------------------    ----------------------------
                                                          2005            2004            2005            2004
                                                    ------------    ------------    ------------    ------------
<S>                                                     <C>                <C>              <C>          <C>
REVENUES
  Dealership license sales                          $       --      $       --      $       --      $     69,075
  Commissions                                                  0             645           5,030             906
  Royalties                                                1,998            --            12,970            --
                                                    ------------    ------------    ------------    ------------

                                                           1,998             645          18,000          69,981
                                                    ------------    ------------    ------------    ------------
 COSTS AND EXPENSES
  Cost of dealership licenses                               --              --              --            50,000
  Commissions - parent company                              --              --              --             7,633
  General and administrative:
    Professional fees                                      5,888          22,444          44,527          23,060
    Management fees-parent company                        22,000          36,375          52,000          90,375
    Other                                                  1,204           3,395           3,992           6,159
  Amortization                                             1,250             833           3,750           1,666
                                                    ------------    ------------    ------------    ------------

   Total costs and expenses                               30,342          63,047         104,269         178,893
                                                    ------------    ------------    ------------    ------------

NET (LOSS) FROM CONTINUING OPERATIONS                    (28,345)        (62,402)        (86,270)       (108,912)

DISCONTINUED OPERATIONS
(Loss) from operations of discontinued subsidiary
  net of income taxes                                                     (9,934)                        (26,569)
  Gain on disposition of subsidiary, net of
     income taxes                                                                         61,930
                                                    ------------    ------------    ------------    ------------

NET INCOME (LOSS)                                   $    (28,345)   $    (72,336)   $    (24,340)   $   (135,481)
                                                    ============    ============    ============    ============

BASIC NET (LOSS) PER SHARE:
   Income (loss) from operations                          *         $      (0.01)   $      (0.01)   $      (0.01)
   Income (loss) from discontinued operations                             *                 0.01          *
                                                    ------------    ------------    ------------    ------------

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

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                           10,496,000      10,496,000      10,496,000      10,496,000
                                                    ============    ============    ============    ============
</TABLE>

*  less than $(.01) per share

                                       5
<PAGE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



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


                                                        Nine Months Ended
                                                          September 30,
                                                    ----------------------
                                                       2005         2004
                                                    ---------    ---------

OPERATING ACTIVITIES
    Net income (loss) from operations               $ (24,340)   $(135,481)
       Gain on disposal of subsidiary                 (61,930)
    Adjustments to reconcile net (loss) to net
      cash used by operating activities:
        Amortization                                    3,750        2,365

   Changes in operating assets and liabilities:
           Dealership license inventory              (350,000)        --
            Accounts receivable                                    (21,416)
           Accounts payable                           351,153       15,760
           Accrued payroll taxes                                     9,125
           Accrued management fees-parent company      52,000      102,000
                                                    ---------    ---------

                      Total adjustments                (5,027)     107,834
                                                    ---------    ---------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES      (29,367)     (27,648)
                                                    ---------    ---------

INVESTING ACTIVITIES
            Property and equipment                                  (4,800)
            Dealership license                                     (21,000)
                                                                 ---------

NET CASH USED BY INVESTING ACTIVITIES                              (25,800)
                                                                 ---------

FINANCING ACTIVITIES
          Registration costs                                       (21,000)
         Advances-shareholders                         29,368       75,116
                                                    ---------    ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES              29,368       54,116
                                                    ---------    ---------

NET INCREASE IN CASH                                        1          668

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

CASH, END OF PERIOD                                 $     501    $     668
                                                    =========    =========


NON-CASH INVESTING AND FINANCING ACTIVITIES

    Contributed capital                                          $  22,976
                                                                 =========
   10 Million Common shares issued to acquire
     dealership rights                                           $  10,000
                                                                 =========


                 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                                                                          (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 nine months                                                                        (24,340)       (24,340)
                                                    -----------    -----------    -----------   -----------    -----------


Balances, June 30, 2005 (Unaudited)(Restated)        10,496,000    $    10,496    $    66,509   $  (229,510)   $  (152,505)
                                                    ===========    ===========    ===========   ===========    ===========
</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  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  September  30, 2005 and the results of its
operations for the three and nine months ended  September 30, 2005 and 2004, and
cash flows for nine  months  ended  September  30, 2005 and 2004 have been made.
Operating  results  for  the  nine  months  ended  September  30,  2005  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2005.

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, 2004.


NOTE 2. REVENUE RECOGNITION

Previous year dealership license sales, Restated

The agreement relating to the reselling of dealership licenses commencing in May
2004,  required  the  Company to  purchase a minimum of 50  dealership  licenses
within the first two years at $25,000  each.  Through  September  30, 2004,  the
Company  originally  believed  that  the  proper  accounting   presentation  for
reporting such transactions was to net the cost paid for the dealership licenses
against the related sales resulting in commission revenues, rather than grossing
up the  transaction as a sale and cost of sale.  This  accounting  treatment was
based on the presumption that dealership sales would be greater than the minimum
number of  dealership  licenses  that were  required  to be  purchased,  and the
transaction  were considered more similar to brokering such licenses rather than
acquiring them for sale.

However,  as of June 30, 2004, and for the 3 months then ended,  the Company was
required to purchase  two  dealership  licenses to meet their  minimum  purchase
commitment.   Accordingly,  the  Company  has  changed  its  accounting  policy,
retroactively  in 2004,  the  first  year of such  sales,  with  respect  to the
treatment  of  dealership  license  sales,  as a sale  and a cost of  sale.  The
previously  reported $19,075 of net commission  income as of September 30, 2004,
has been restated as sales of $69,075 and cost of sales as $50,000.  This change
in accounting had no effect on previously reported net loss or loss per share at
any date in 2004.

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.

                                       8
<PAGE>

NOTE 2. REVENUE RECOGNITION - continued

Dealership License Inventory

The Company was required to purchase six  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 September  30, 2005,  at cost, on the basis that they were salable
during  future  periods.  Therefore as of September  30, 2005,  the inventory of
sixteen dealership  licenses totaled $400,000,  the cost of which is included in
accounts payable at that date.


NOTE 3.  FOREIGN SALES

Included in total  revenues for the nine months  ending  September  30, 2005 and
2004 were the following in U. S. dollars:

                          2005            2005          2004            2004
                       Commissions      Royalties    Commissions      Royalties
                      ------------   ------------   ------------   ------------
Canadian revenues       $    5,030       $ 11,255     $      -0-     $     -0-

U. S. revenues                 -0-          1,715            -0-            -0-
                      ------------   ------------   ------------   ------------

Total                   $    5,030       $ 12,970     $      -0-     $      -0-
                      ============   ============   ============   ============

Included in total  revenues for the three months  ending  September 30, 2005 and
2004 were the following in U. S. dollars:

                           2005            2005          2004            2004
                       Commissions      Royalties    Commissions      Royalties
                      ------------   ------------   ------------   ------------
Canadian revenues       $      -0-     $    1,998     $      -0-     $      -0-

U. S. revenues                 -0-            -0-     $      -0-     $      -0-
                      ------------   ------------   ------------   ------------

Total                   $    5,030     $    1,998     $      -0-     $      -0-
                      ============   ============   ============   ============

In the nine months ending  September 30, 2004, there were no royalty payments to
the Company.

Included in total  revenues for the three and nine months  ending  September 30,
2005 and 2004 were the following in U. S. dollars:

                               Dealership Sales              Dealership Sales
                             Three months ended             Nine months ended
                            2005           2004           2005           2004
                      ------------   ------------   ------------   ------------
Canadian revenues       $      -0-     $      -0-     $      -0-     $   69,075

U. S. revenues          $      -0-     $      -0-     $      -0-     $      -0-
                      ------------   ------------   ------------   ------------

Total                   $    -0-       $      -0-     $     - 0-     $   69,075
                      ============   ============   ============   ============

                                       9
<PAGE>

NOTE 4.  RELATED PARTY TRANSACTIONS

During the current quarter, accrued management fees were incurred of $12,000, to
OFG  EuroPacific  Limited,  who provided such services and other benefits to the
Company.  As of September 30, 2005, OFG was owed $64,470 for working capital and
$102,000 for management services.

The  president of MDS also has provided  interest  free advances to the Company,
and as of September 30, 2005 he was owed $3,228.

NOTE 5.  ACCOUNTS PAYABLE

As of  September  30,  2005,  the  Company had an  accounts  payable  balance of
$416,224 due to trade creditors which included $395,931 payable to Crystal Clear
Window  Works,  Inc.  (CCWWI).  This balance  includes the purchase  price of 17
dealership  licenses,  at $25,000 each,  for a total of $425,000,  less payments
made to CCWWI of $10,000 and less royalties owed to the Company of $19,069.

NOTE 6.  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  was for 60  days at the end of  which  time  the  parties  would
determine if any extension of the  agreement is  desirable.  As of September 30,
2005,  the  Company  and  the  consultant  have  not  renewed  their  agreement.
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
September  30, 2005,  only total hourly fees of $11,000 were  payable,  since no
dealerships were sold.

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 7.  COLLATERALIZED INVENTORY

The total inventory amount of $400,000 has been  collateralized  for the payable
balance of $395,931to  Crystal Clear Window Works Inc. (CCWWI).  In the event of
default  of payment to CCWWI,  the  inventory  of  dealership  licenses  will be
returned to CCWWI for payment of its outstanding debt.

Note 8.  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
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.

                                       10
<PAGE>

Note 8.  RESTATED FINANCIAL STATEMENTS - continued

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  nine  months  ended
September  30,  2005,  include  the  gain  of  $61,930  on the  disposal  of the
subsidiary, IGW which occurred in March 2005.

NOTE 9.  LETTER OF INTENT

Dealerships for Equity agreement with CCWWI

The Company had signed a Letter of Intent on August 16, 2005 with Crystal  Clear
Window Works Inc.  (CCWWI) to acquire the balance of the initial 50  dealerships
in exchange for equity. Under the agreement the company was to issue 4.5 million
shares to CCWWI in exchange for 47 dealership  licenses and for  consulting  and
support  services  to be  provided  by CCWWI  in the sale of these  dealerships.
During the  current  quarter,  this  agreement  was  rescinded.  The parties are
negotiating the transfer of the remaining  dealerships  under a debt arrangement
wherein  commissions  earned on the dealerships sold would reduce the principal.
Interest would be at a nominal rate.

NOTE 10.  INVESTMENT, AT COST

The 20 % investment in Glass  Wizard,  LLC (GWL) on December 31, 2004 is carried
at cost and no earnings  were  reported as of September  30,  2005.  GWL has not
signed a dealership  agreement with CCWWI as required,  and has refused to honor
its agreement  with MDS to date. GWL is therefore  operating  illegally by using
the technology of CCWWI,  and was served notice of this matter by the Company in
September 2005.

The Company is unable to determine the extent to which its investment in GWL may
be impaired until the parties settle this matter.






                                       11
<PAGE>

Item 2. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS OF
        OPERATION

                              Management Discussion

o    Dealerships for Equity agreement with CCWWI.

MDS has been in  negotiations  with Crystal  Clear  Window Works Inc.  (CCWW) to
acquire the balance of the initial 50 dealerships  in exchange for equity.  That
discussion  led to the signing of a Letter of Intent on August 16,  2005.  Under
the agreement the company would issue 4.5 million shares to CCWW in exchange for
47 dealership licenses and for consulting and support services to be provided by
CCWW in the sale of these dealerships. However, during the current quarter, this
agreement was rescinded. The parties are negotiating the transfer of all or part
of the remaining dealerships under a debt arrangement wherein commissions earned
on the  dealerships  sold would  reduce the  principal.  Interest  would be at a
nominal rate.

In the last few quarters  MDS has applied only minimum  resources to the sale of
dealerships due to the ongoing  discussions  with CCWW on the exchange of equity
or debt for dealerships  because the outcome of the discussions  will affect the
relationship  between the companies.  Furthermore,  a new obstacle to dealership
sales  emerged when it became more and more  apparent  that CCWW  couldn't  sell
dealerships  into about 15 states that have very stringent  franchise  laws. The
business  relationship  between  CCWW and its dealers can, in these  states,  be
construed to fall within the definition of a "franchise"  and a franchisor  must
provide  to the  prospective  franchisee  a  state  approved  Uniform  Franchise
Offering  Circular  (UFOC).  Therefore,  before  CCWW  and  MDS  can  offer  any
dealerships in these states,  CCWW must submit the UFOC to the applicable states
for their approval.  This issue was not evident when the reseller  agreement was
entered into.  When it became  apparent that the western US was not available in
which to sell  dealerships,  it forced the company to re-evaluate  its marketing
approach  because the initial sales efforts were focused on this area. Until the
UFC's have been filed and approved in the  applicable  states,  the company has
agreed not to sell dealerships in these 15 states. CCWW is preparing to file the
appropriate  documents in most of these states  before  December  2005,  thereby
clearing the way to sell dealerships in California, Oregon and Washington.

o    Dealership Sales

Until the UFCO  documents  have been approved later this year or early 2006, the
company  will  focus its  dealership  sales in states not  requiring  a UFOC and
Canada.  Because  we have  not yet  reached  an  agreement  with  CCWW on a debt
arrangement,  we do not expect to sell any  dealerships  before the end of 2005.
Once an agreement is in place and the UFCO has been  approved,  we will initiate
the sale of  dealerships  again.  The company  plans to develop a marketing  and
sales plan in cooperation with CCWW when an agreement has been reached.

o    Set up of MDS owned Dealerships.

The company's  original plans to set up its own corporately  wholly owned stores
will be revisited  to be in  alignment  with the plans of CCWW in Canada and the
US.  The  company  has  agreed to  coordinate  the sale and set up of  corporate
dealerships  with CCWW to  ensure  that  strong  brand  recognition  for CCWW is
ensured  throughout  North  America and that  corporate  stores would not impede
other  dealerships sold by CCWW directly.  At this stage it is uncertain how and
where corporate stores would be set up.

                                       12
<PAGE>

Item 2. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS OF
        OPERATION - continued

o    Other Master Dealership Agreements

When the CCWW agreement is in place,  the company will resume its plan to pursue
other master dealership  agreements in the glass  restoration  industry or other
opportunities that have synergy with the current operation.


                              Results of Operation

Three Months Ended  September  30, 2005  compared to Three Months Ended June 30,
2005.
--------------------------------------------------------------------------------

The only  revenue  for the 3 months  ending 30  September  2005 was $1,998  from
royalties on supplies purchased by dealerships.

Net loss for the period  increased  from  $15,824 in the period  ending June 30,
2005 to $28,345 for the 3 months ended  September  30, 2005 of which $22,000 was
for management fees.

Nine Months Ended September 30, 2005 compared to Nine Months Ended September 30,
2004.
--------------------------------------------------------------------------------

Having put the brakes on dealership  sales,  due to the franchise issue referred
to earlier as well as the negotiations  with CCWW on the exchange of dealerships
for debt or equity, the revenues were only $18,000 from royalties and commission
for the 9-month period ended September 30, 2005,  compared to $69,981 during the
same period in 2004.

Net loss from continuing  operations for the 9 months ending  September 30, 2005
was $86,270 compared to $108,912 for the same period in 2004. This reduction was
largely due to a reduction  in the current  period of  approximately  $52,000 in
overall  revenues,  $57,000 in  corresponding  cost of  dealership  licenses and
$8,000  in  commissions  to  parent  company,   $19,000  in  other  general  and
administrative expenses of which $38,000 related to management fees on one hand,
and an increase in professional fees of $21,000 on the other.

                        Liquidity and Capital Resources.

At September 30, 2005, the company had $502 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  the sale of
dealerships in some states is still not possible until the appropriate franchise
paperwork  has been filed,  when an  agreement  has been  reached  with CCWW the
company  will  re-focus  on  dealership  sales in Canada  and the  non-franchise
states.  This should provide  sufficient working capital to continue our current
operations. If working capital is needed, due to lack of operating revenue, such
working capital may be obtained through  shareholder  loans. To effectively take
advantage of the market potential of the different glass  restoration  processes
or other similar master dealership agreements, 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,


                                       13
<PAGE>

Item 2. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS OF
        OPERATION - continued

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.

We will  continue  to  offer  a  $3,500  fee  for  referring  a  dealer  that we
successfully  sign up.  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  payments   thereto  are  deferred  until   liquidity  is
sufficient.


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.

                                       14
<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   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 September 12, 2005


                                       15
<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 17, 2005
-----------------------------
Harry P. Beugelink
Principal Executive Officer

By:/s/Harry P. Beugelink                    Date:  November 17, 2005
-----------------------------
Harry P. Beugelink
Principal Financial Officer

By:/s/Harry P. Beugelink                    Date:  November 17, 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 17, 2005
-----------------------------
Harry P. Beugelink
Director

                                       16
<PAGE>