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 03/31/04

[ ]  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

                              ROBERTS & LEVIN, 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)

               8776 East Shea, Suite B3A323, Scottsdale, AZ 85260
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)

                                  602-821-6492
                              ---------------------
                           (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 March 31, 2004 was 1,000,000.

                                       1
<PAGE>





                              ROBERTS & LEVIN, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS


Part I      Financial Information

Item 1. Financial Statements:

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

          Unaudited Condensed Statements of Operations for the
          three months ended March 31, 2004 and 2003, and cummulative
          from inception on July 16,1998 through March 31, 2004................4

          Unaudited Condensed Statements of Cash Flows for the
          three months ended March 31, 2004 and 2003, and cummulative
          from inception on July 16,, 1998 through March 31, 2004..............5

          Statement of Stockholders' Equity for the period from
          July 16,1998 to March 31, 2004(unaudited)............................6

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

Item 2. Plan of operation .....................................................7


Part II Other Information

Item 1. Legal Proceedings .....................................................7

Item 2. Changes in Securities .................................................7

Item 6. Exhibits and Reports on Form 8-K ......................................7

Signatures ....................................................................7

                                       2
<PAGE>


                              ROBERTS & LEVIN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            CONDENSED BALANCE SHEETS


                                                        March 31,   December 31,
                                                          2004        2003
                                                    ------------- ------------
                                                      (unaudited)
                                     ASSETS
                                    --------

 ASSETS                                              $          -   $        -
                                                    ============= ============



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

CURRENT LIABILITIES

       Accounts payable, Officers                    $     22,360 $     19,933
                                                    ------------- ------------

       Total Current Liabilities                           22,360       19,933
                                                    ------------- ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, par value $.001, 25,000,000
  shares authorized, 1,000,000 issued and
  outstanding                                               1,000        1,000
  Paid in capital                                           1,800        1,800
  (Deficit) accumulated during the development stage      (25,160)     (22,733)
                                                    ------------- ------------

Total Stockholders' Equity (Deficit)                      (22,360)     (19,933)
                                                    ------------- ------------

                                                     $          -  $         -
                                                    ============= ============


   The accompanying notes are an integral part of these financial statements


                                       3
<PAGE>

                              ROBERTS & LEVIN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                            Cummulative
                                                               from
                                                             July 16,
                                      Three Months Ended       1998
                                          March 31,         (Inception)
                                   ----------------------       to
                                       2004      2003      March 31, 2004
                                   ----------  ----------  ---------------


REVENUES                           $       -    $       -   $            -
                                   ----------  ----------  ---------------
EXPENSES
   General and administrative           2,427       1,160           25,160
                                   ----------  ----------  ---------------
   Total expenses                       2,427       1,160           25,160

                                   ----------  ----------  ---------------
NET (LOSS)                         $   (2,427)  $  (1,160)  $      (25,160)
                                   ==========  ==========  ===============
NET (LOSS) PER SHARE                    *          *              *

                                   ==========  ==========  ===============
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING         1,000,000   1,000,000
                                   ==========  ==========  ===============
*  less than $.01 per share



   The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>

                              ROBERTS & LEVIN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<table>
<caption>

                                                                       Cummulative
                                                                           from
                                                                          July 16,
                                                                           1998
                                                  Three Months Ended    (Inception)
                                                      March 31,            to
                                                    2004     2003     March 31, 2004
                                                ---------- ---------- --------------
<S>                                                 <C>        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

OPERATING ACTIVITIES
   Net (loss) from operations                    $  (2,427) $  (1,160) $     (25,160)
                                                ---------- ---------- --------------

NET CASH (USED BY) OPERATING ACTIVITIES             (2,427)    (1,160)       (25,160)
                                                ---------- ---------- --------------

FINANCING ACTIVITIES
   Shareholder advances                              2,427      1,160         22,360
   Proceeds from sale of common stock                                          2,800
                                                ---------- ---------- --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES            2,427      1,160         25,160
                                                ---------- ---------- --------------

NET INCREASE IN CASH                                     -          -              -

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

CASH, END OF PERIOD                              $       -  $       -  $           -
                                                ========== ========== ==============
</table>


      The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>
                              ROBERTS & LEVIN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<table>
<caption>

                                                                                 (Deficit)
                                                                                Accumulated
                                                                                During the
                                                     Common Stock      Paid-in  Development
                                                  Shares      Amount    Capital    Stage        Total
                                               ---------------------- ---------- ---------- ----------
<S>                                                 <C>        <C>        <C>        <C>          <C>
Balances, at inception                                   -  $       -  $       -  $       -  $       -
July 16, 1998:
Proceeds from sale of common
   stock at $.01 per share                         200,000        200      1,800                 2,000
Proceeds from sale of common
   stock at par value $.001                        800,000        800                              800
   Net (loss) for the period                                                         (2,385)    (2,385)
                                               ----------- ---------- ---------- ---------- ----------

Balances, December 31, 1998                      1,000,000      1,000      1,800     (2,385)       415
   Net (loss) for the year                                                           (2,985)    (2,985)
                                               ----------- ---------- ---------- ---------- ----------

Balances, December 31, 1999                      1,000,000      1,000      1,800     (5,370)    (2,570)
   Net (loss) for the year                                                           (2,985)    (2,985)
                                               ----------- ---------- ---------- ---------- ----------

Balances, December 31, 2000                      1,000,000      1,000      1,800     (8,355)    (5,555)
  Net (loss) for the year                                                            (5,685)    (5,685)
                                               ----------- ---------- ---------- ---------- ----------

Balances, December 31, 2001                      1,000,000      1,000      1,800    (14,040)   (11,240)
   Net (loss) for the year                                                           (4,335)    (4,335)
                                               ----------- ---------- ---------- ---------- ----------

Balances, December 31, 2002                      1,000,000      1,000      1,800    (18,375)   (15,575)
    Net (loss) for the year                                                          (4,358)    (4,358)
                                               ----------- ---------- ---------- ---------- ----------

Balances, December 31, 2003                      1,000,000      1,000      1,800    (22,733)   (19,933)
  Net (loss) for the quarter                                                         (2,427)    (2,427)
                                               ----------- ---------- ---------- ---------- ----------
Balances, March 31, 2004 (unaudited)             1,000,000  $   1,000  $   1,800  $ (25,160) $ (22,360)
                                               =========== ========== ========== ========== ==========
</table>


    The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>


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  March  31,  2004 and the  results  of its
operations  and cash flows for the three  months  ended  March 31, 2004 and 2003
have been made.  Operating results for the three months ended March 31, 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. Amendment to Articles of Incorporation

On March 24, 2004, the Company amended its Articles of  Incorporation  to change
its name from Roberts & Levin, Inc. to Master Distribution Systems, Inc.

Note 3. Subsequent Event

Sometime in June 2004, the Company expects to complete  negotiations  whereby it
will surrender  control of the Company in connection  with the  acquisition of a
business or the assets thereof,  in exchange for newly issued  restricted shares
of the Company's  common stock to the vendor,  representing  approximately  a 90
percent ownership of the Company after the issuance.


ITEM 2. PLAN OF OPERATION

For the near term,  the  Company  continues  to seek merger  and/or  acquisition
candidates.  It has  had  no  operations  since  inception  and  is  financially
dependent  on its  shareholders,  who  have  financed  its  existence  to  date.
Management  of the  Company  believes  that its  shareholders  will  continue to
provide the finances the Company requires,  without the need to raise additional
capital.


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

     99.1 Certificate of CEO/CFO as Required by Rule 13a-14(a)/15d-14
     99.2 Certificate  of CEO/CFO as  Required by Rule 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
     99.3 CERTIFICATION  PURSUANT  TO 18 U.S.C.  1350,  AS ADOPTED  PURSUANT  TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
     99.4 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
         None

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.


ROBERTS & LEVIN, INC.
(Registrant)

Date:  May 13, 2004
By:/s/Kevin Ericksteen
----------------------
Kevin Ericksteen
President and Director


                                       7
<PAGE>
                                  EXHIBIT 99.1
                                  CERTIFICATION

I, Kevin Ericksteen, certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB of ROBERTS & LEVIN,
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: May 13, 2004
/s/ Kevin Ericksteen
------------------------
By: Kevin Ericksteen, CEO


                                       8
<PAGE>

                                  EXHIBIT 99.2
                                  CERTIFICATION

I, Kevin Ericksteen, certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB of ROBERTS & LEVIN,
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: May 13, 2004
/s/ Kevin Ericksteen
-------------------------
By: Kevin Ericksteen, CFO

                                       9
<PAGE>


                                  EXHIBIT 99.3
                            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  ROBERTS  & LEVIN,  INC..  (the
"Company")  on Form 10-QSB for the period ended June 30, 2003, as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Kevin
Ericksteen,  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/ Kevin Ericksteen
                                                  ---------------------------
Date: May 13, 2004                                     Kevin Ericksteen
                                                       Chief Financial Officer


                                       10
<PAGE>


                                  EXHIBIT 99.4
                            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 ROBERTS & LEVIN, INC. (the "Company")
on Form 10-QSB for the period ended June 30, 2003, as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"),  I, Kevin Ericksteen,
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/ Kevin Ericksteen
                                                   --------------------------
Date: May 13, 2004                                     Kevin Ericksteen
                                                       Chief Executive Officer


                                       11
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