SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A

                                 FIRST AMENDMENT


[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:

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

        Unaudited Condensed Statements of Operations for the
        three ended March 31, 2004 and 2003....................................5

        Unaudited Condensed Statements of Cash Flows for the
        three months ended March 31, 2005 and 200..............................6

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

Item 2. Managements Discussion and Analysis of Financial Condition
            and Plan of Operations ...........................................10

Item 3. Controls and Procedures


PART II: OTHER INFORMATION

Item 1. Legal Proceedings ....................................................13

Item 2. Changes in Securities ................................................13

Item 3. Defaults upon Senior Securities.......................................13

Item 4. Submission of Matters for a Vote of Security Holders..................13

Item 5. Other Information.....................................................13

Item 6. Exhibits and Reports on Form 8-K .....................................13

SIGNATURES....................................................................14



                                       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.

PART I: FINANCIAL INFORMATION

Item1. Financial Statements

PART I: FINANCIAL INFORMATION

Item1. Financial Statements


                                       3
<PAGE>





                        MASTER DISTRIBUTION SYSTEMS, INC.
                            CONDENSED BALANCE SHEETS



                                                  March 31,    December 31,
                                                    2005           2004
                                               -------------- --------------
                                                  (Unaudited)
                                     ASSETS
                             ----------------------
 CURRENT ASSETS
     Cash                                           $     868      $     500
     Dealership license inventory                     125,000         50,000
                                               -------------- --------------

      Total current assets                            125,868         50,500
                                               -------------- --------------
 OTHER ASSETS
     Deferred offering costs                            5,000          5,000
     Investment, at equity                             25,000         25,000
     Dealership reseller rights, net                    5,417          6,667
                                               -------------- --------------
                                                       35,417         36,667
                                               -------------- --------------

                                                   $  161,285     $   87,167
                                               ============== ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

      Accounts payable                             $  151,690     $   65,071
      Advances-related parties                         51,931         38,331
      Accrued management fees-parent company           66,000         50,000
                                               -------------- --------------

       Total Current Liabilities                      269,621        153,401
                                               -------------- --------------
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)      (143,240)
                                               -------------- --------------

Total Stockholders' Equity (Deficit)                 (108,336)       (66,235)
                                               -------------- --------------

                                                   $  161,285  $      87,167
                                               ============== ==============

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       4
<PAGE>





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



                                                   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)                                       $   (42,101)      $  (2,427)
                                               ============== ==============

BASIC NET (LOSS) PER SHARE                            *             *
                                               ============== ==============
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                        10,496,000      3,000,000
                                               ============== ==============

*  less than $(.01) per share

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       5
<PAGE>



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


                                                    Three Months Ended
                                                          March 31,
                                               -------------- --------------
                                                    2005           2004
                                               -------------- --------------


OPERATING ACTIVITIES
 Net (loss) from operations                       $   (42,101)   $    (2,427)
   Amortization                                         1,250
 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                                                                          (120,307)      (120,307)
                                               -------------- -------------- -------------- -------------- --------------


Balances, December 31, 2004                        10,496,000         10,496         66,509       (143,240)       (66,235)
(Unaudited)
  Net (loss) for three months                                                                      (42,101)       (42,101)
                                               -------------- -------------- -------------- -------------- --------------

Balances, March 31, 2005 (Unaudited)               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  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,  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  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

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,  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 MDS also has provided  interest  free advances to the Company,
and as of March 31, 2005 he was owed $2,709

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.



                                       8
<PAGE>


Notes to Financial Statements - Continued.

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.


Commission Expense

OFG was paid $7,633  during the nine months ended  September  30, 2004,  for its
efforts in  locating  and  selling the two  dealerships  reported as  commission
income by the Company.  Future  commission  expense is expected to be $1,500 for
each dealership sold by OFG for the Company.




                                       9
<PAGE>

 Notes to Financial Statements - continued.

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,  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  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.

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.



                                       10
<PAGE>


Management's Discussion & Analysis of Financial Condition & Results of Operation
- continued,


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
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 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.

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



                                       11
<PAGE>


Management's Discussion & Analysis of Financial Condition & Results of Operation
- continued,

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 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
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.

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.


                                       12
<PAGE>



Evaluation of Disclosure Controls and Procedures- continued.

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. He found our disclosure controls
and procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) to be
effective  as of the end of the  period  covered by this  report  based upon the
evaluation of these control procedures  required by Exchange Act Rules 13a-15(b)
or 15d-15(b), as required under Item 307 of Regulation S-B.



                          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.

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



                                       13
<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:  September 8, 2005

----------------------------
Harry P. Beugelink
Principal Executive Officer


By:/s/Harry P. Beugelink                    Date:  September 8, 2005

----------------------------
Harry P. Beugelink
Principal Financial Officer


By:/s/Harry P. Beugelink                    Date:  September 8, 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:  September 8, 2004

----------------------------
Harry P. Beugelink
Director


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