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, 2004

[ ]  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)

                          20554 Builders St., Suite #1,
                               Bend, Oregon 97701
                   ------------------------------------------
                     (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 September 30, 2004 was 10,496,000.


                                       1
<PAGE>


                        MASTER DISTRIBUTION SYSTEMS, INC.

                                TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION                                             Page

Item 1. Financial Statements:

        Condensed  Consolidated  Balance  Sheets  September 30, 2004
        (unaudited) and December 31, 2003 .................................. 4

        Unaudited  Condensed  Consolidated  Statements of Operations
        for the three and nine months ended  September  30, 2004 and
        2003 ............................................................... 5

        Unaudited  Condensed  Consolidated  Statements of Cash Flows
        for the nine months ended September 30, 2004 and 2003 .............. 6

        Consolidated  Statement  of  Stockholders'  equity  for  the
        period  from   December  31,  2003  to  September  30,  2004
        (unaudited)......................................................... 7

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

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

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  and  the  Private  Securities  Litigation  Reform  Act  of  1995.  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. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 September 30,    December 31,
                                                      2004            2003
                                              ---------------- ---------------
                                                  (unaudited)
                                     ASSETS
                                   -----------

CURRENT ASSETS
     Cash                                      $           668  $            -
     Accounts receivable-trade                          19,770               -
     Other                                               1,646
                                              ---------------- ---------------
      Total current assets                              22,084               -
                                              ---------------- ---------------

EQUIPMENT AT COST, net                                   4,335
                                              ---------------- ---------------
OTHER ASSETS
     Dealership license, net                            20,767
     Dealership reseller rights, net                     8,334
                                              ---------------- ---------------
                                                        29,101
                                              ---------------- ---------------
                                               $        55,520  $            -
                                              ================ ===============

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

CURRENT LIABILITIES

     Accounts payable                          $        15,760  $            -
     Shareholder advances                               72,074          19,933
     Accrued payroll taxes                               9,125
     Accrued management fees-parent company            102,000
                                              ---------------- ---------------
       Total Current Liabilities                       198,958          19,933
                                              ---------------- ---------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock                                            10,496           3,000
Paid in capital                                          4,480
Retained earnings (deficit)                           (158,414)        (22,933)
                                              ---------------- ---------------

Total Stockholders' Equity (Deficit)                  (143,438)        (19,933)
                                              ---------------- ---------------

                                               $        55,520  $            -
                                              ================ ===============

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>


                MASTER DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<table>
<caption>

                                      Three Months Ended          Nine Months Ended
                                         September 30,               September 30,
                                 --------------------------- ---------------------------
                                        2004          2003          2004          2003
                                 ------------- ------------- ------------- -------------
<S>                                     <C>           <C>           <C>           <C>
REVENUES
Services                          $     25,770                $     25,770  $          -
Commissions                                  -                      19,075
Other                                    4,906             -         4,906
                                 ------------- ------------- ------------- -------------

                                        30,676                      49,750
                                 ------------- ------------- ------------- -------------
COSTS AND EXPENSES
   Cost of sales-service                 1,636                       1,636
   Cost of sales-equipment                 533                         533
   Selling expenses-parent company           -                       7,633
   General and administrative           75,005         1,285        82,611         3,320
   Management fees-parent company       36,375                      90,375
   Interest                                 79                          79
   Depreciation and amortization         1,532                       2,365
                                 ------------- ------------- ------------- -------------

   Total expenses                      115,160         1,285       185,232         3,320
                                 ------------- ------------- ------------- -------------

NET (LOSS)                        $    (84,484) $     (1,285) $   (135,481) $     (3,320)
                                 ============= ============= ============= =============

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

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<PAGE>


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


                                                      Nine Months Ended
                                                        September 30,
                                               -----------------------------
                                                      2004           2003
                                               -------------- --------------


OPERATING ACTIVITIES
  Net (loss) from operations                    $    (135,481)       $(3,320)
     Depreciation and amortization expense              2,365
  Adjustments to reconcile net (loss) to net
   cash used by operating activities:
     Accounts receivable, trade                 $     (19,770)
     Accounts receivable other                  $      (1,646)
     Accounts payable                                  15,760
     Accrued payroll taxes                              9,125
     Accrued management fees-parent company           102,000
                                               -------------- --------------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES      (27,648)        (3,320)
                                               -------------- --------------

INVESTING ACTIVITIES
     Puchase of equipment                              (4,800)
     Puchase of dealership license                    (21,000)
                                               -------------- --------------

                                                      (25,800)
                                               -------------- --------------

FINANCING ACTIVITIES
     Registration costs                               (21,000)
     Shareholder advances                              75,116          3,320
                                               -------------- --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES              54,116          3,320
                                               -------------- --------------

NET INCREASE IN CASH                                      668              -

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

CASH, END OF PERIOD                             $         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. AND SUBSIDIARY
            CONSOLIDATED 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)
  Contribution of advances to shareholder                                            22,976                        22,976
  Cancellation of shares outstanding               (2,504,000)        (2,504)         2,504                             -
  Issuance of shares for dealership rights         10,000,000         10,000                                       10,000
  Registration costs                                                                (21,000)                      (21,000)
  Net loss for the nine months                                                                    (135,481)      (135,481)
                                               -------------- -------------- -------------- -------------- --------------

Balances, September 30, 2004 (unaudited)           10,496,000  $      10,496  $       4,480  $    (158,414) $    (143,438)
                                               ============== ============== ============== ============== ==============
</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, 2004 and the results of its
operations and cash flows for the three and nine months ended September 30, 2004
and 2003 have been made.  Operating  results for the nine months ended September
30, 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. ACQUISITION OF DEALERSHIP RESELLER RIGHTS FOR COMMON STOCK

During the last quarter,  the Company  issued 10 million  shares to an unrelated
party to acquire the exclusive  worldwide  rights,  except for the United States
and Canada,  to acquire  and resell  dealerships  involving  the  technology  to
restore,  repair and renew residential and commercial glass units in windows and
patio doors by the  application  of thermal  pane  moisture  control  systems to
remove  moisture  and  condensation,   restore   insulation  value  and  prevent
re-occurrence of condensation and further degradation of failed windows.

The 10 million shares issued were valued by the Board of Directors at par, $.001
per share,  for at total of  $10,000,  which  approximates  the legal and travel
costs incurred by the unrelated party,  OFG EuroPacific  Limited (OFG), a Cyprus
corporation, to facilitate the rights provided by a Canadian based manufacturing
company, Crystal Clear Window Works, Inc. (CRYSTAL CLEAR)

Note 3. COST AND AMORTIZATION OF ACQUIRED DEALERSHIP RESELLER RIGHTS

The aforementioned capitalized rights, which were recorded at a cost of $10,000,
are being amortized ratably over a 24 month period commencing May 2004, based on
the initial term of the master dealership & resale agreement.  The agreement may
be extended another two years if the Company purchases 50 dealerships during the
first two years of the agreement in accordance with a prescribed  minimum number
ranging from one each month from July 2004, through April 2005,  increasing to a
maximum of 4 per month in  November  2005,  through  the balance of the two year
term. As of September 30, 2004, three  dealerships  were acquired  including the
one for the subsidiary, IG Wizard, Inc.

Note 4. REVENUE RECOGNITION

Dealership resales

Although the  agreement  relating to the reselling of  dealerships  requires the
Company to purchase each  dealership it resells,  the Company  believes that the
proper  accounting  presentation  for such  activity is to report the net amount
received and retained by the Company for each  dealership  sold,  as  commission


                                       8
<PAGE>

Note 4. REVENUE RECOGNITION - continued

revenues,  rather than grossing up the  transaction  as a sale and cost of sale.
Commission  revenues are recognized  based on the finalization of the dealership
agreement  with the  Company  and the  receipt of the total  amount  owed by the
dealer,  less the  portion  owed to  CRYSTAL  CLEAR.  Commissions  retained  are
nonrefundable.

No  commission  income  was  recorded  for the  dealership  license  sold to the
subsidiary.

Training revenues

The Company's  subsidiary  began  training  others in the use of the  technology
relating to its business  which  resulted in additional  income of $6,000 during
the most recent quarter.  Service  revenues from scratch removal of $18,150 were
also recognized during that period.

Other 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.

Note 5. FINANCIAL PRESENTATION

The accompanying financial statements are those of Master Distribution, Inc. and
its 75% owned  subsidiary,  IG Wizard,  Inc.  which was formed in July 2004. The
Company earned substantial revenues during the previous quarter, accordingly, it
is no longer considered a development stage company in accordance with FASB #7.

Although the  subsidiary is 75% owned,  all of the losses of the  subsidiary are
consolidated  without an  elimination  of a minority  interest  as the  minority
interest had no investment in the subsidiary.

Note 6. RELATED PARTY TRANSACTIONS

Management Services

The Company's  parent,  OFG,  provided working capital loans as of September 30,
2004, of approximately  $72,000,  and was owed $102,000 for management and legal
services  during  the nine month  period  which  includes  the  services  of the
Company's  president  and legal  counsel.  Former  management of the Company had
provided  services  and  operating  expenses to the Company  since  inception of
$22,976, which were contributed as paid in capital during the last quarter.

Cancellation of Outstanding Shares

Prior to the issuance of 10 million shares during the last quarter,  the Company
forward  split its  outstanding  shares 3 for 1 and the  principal  shareholders
returned 2,504,000 shares to the treasury which were cancelled,  resulting in an
increase in paid in capital of $2,504 and a reduction in par value of $2,504.

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>

Note 7. LOSS PER SHARE

Stockholders'  equity and loss per share have given effect to the aforementioned
forward stock split of 3 for 1.

Note 8. FORMATION OF MAJORITY OWNED SUBSIDIARY

The Company may develop and operate some of the  dealerships  as a master dealer
(corporate  stores) for which a separate majority owned subsidiary was formed by
the  Company  as a Nevada  corporation  in July,  2004,  for that  purpose.  The
subsidiary,  IG Wizard,  Inc.  (IGW) is owned 75% by the  Company and 25% by the
subsidiary's  president and chief operating officer, who is also a member of the
Board of Directors of the Company.

The Company and OFG have entered into an agreement  with the president of IGW to
provide him with:

     1.   annual  compensation of $96,000 over a two year employment  period, in
          addition  to  other  fringe  benefits   including  health   insurance,
          commencing July 15, 2004,
     2.   50,000 shares of restricted common stock,
     3.   an option to acquire  200,000 shares of the Company's  common stock at
          no cost  over a two year  vesting  period,  with a grant  date of July
          15,2004.

Note 9. COMPLETION OF REGISTRATION STATEMENT

The Company's registration statement with the Securities and Exchange Commission
on Form  SB-2  became  effective,  enabling  1,275,700  shares  of the  existing
outstanding  shares  to be sold to the  public,  however,  no  proceeds  will be
obtained from the offering by the Company.

Note 10. DEALERSHIP LICENSE ACQUIRED

The Parent  company,  MDS,  acquired a dealership  license from CRYSTAL CLEAR on
July 23,  2004 to  enable  it to  restore,  repair  and  renew  residential  and
commercial  glass units in windows  and patio doors at a cost of $25,000.  Tools
furnished  with the  license of $4,000  were  expensed  during  the most  recent
quarter  as  expendables.  The  remaining  $21,000  will be  amortized  over the
contract term of 15 years on a ratable basis commencing August 2004.

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, 2004 and the results of its
operations  and cash flows for the three months and nine months ended  September
30, 2004 and 2003 have been made.  Operating  results for the three months ended
September  30, 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.

                                       10
<PAGE>

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

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

                               Plan of Operations

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 and  reduce  the roll  out time for the  subsequent  set of 50
dealerships  by 6 months.  The outright sale of dealership  requires very little
financial resources and manpower.  We are using our existing network of business
contacts to find parties that are  interested in a  dealership.  Every sale of a
dealership generates a minimum of $10,000 in commissions of which $1,500 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  $17,000 or more revenue and would be  sufficient to generate a positive
cash flow in MDS and  support  one part  time  person  to  coordinate  the sales
activities and dealership sign up.

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. One such partnership is IG Wizard Inc. in Oregon, in which MDS is a 75%
shareholder.  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  the  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.  If MDS cash flow is
insufficient,  funding  will be  sought  through  shareholder  loans or  private
funding.  We aim to have the first MDS owned  dealership  in Oregon  operational
before,  September1,  2004 and we intend to open a new MDS owned dealership or a
new branch location of IGW every 6 months thereafter.

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

We will 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. With


                                       11
<PAGE>

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

the glass  industry  experience  of management  personnel,  Mike Boyle and Harry
Beugelink, we are ideally situated to acquire other dealership agreements and to
offer complete  training and  certification  of technicians  for a wide range of
glass  restoration  services.  To  achieve  this  part  of  our  business  plan,
additional  funding  will be  needed.  We are  considering  a private  placement
offering of up to $4 million to acquire  additional  dealership  agreements  or,
thorough acquisition,  get the control over glass restoration processes that are
synergistic  with the IG repair business.  With current  management in place, we
have the key  personnel to execute such a plan,  but the  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.  It is our goal
to acquire a second  glass  restoration  process by the  December  31,  2004 and
acquire a third glass restoration process by June 30, 2005.

o    Become a Training Center for US dealerships.

Based on the market potential in the US, and the interest shown from US dealers,
Crystal  Clear in  Canada  will  have to add to its  dealer  training  capacity.
Because Crystal Clear will soon be maxed out on its training facility, we are in
discussions  with  Crystal  Clear to take over the training of US dealers at our
corporate  IG Wizard  dealership  in Oregon.  Our intend to bundle the IG repair
dealerships with other glass  restoration  dealerships,  such as scratch removal
and glass  coating,  will give us  opportunity  to  substantially  increase  our
revenue and profits,  by offering  combined  training programs that cover a wide
range of glass  restoration  services.  This will generate revenue from training
fees  that  currently  go to  Crystal  Clear in  Canada,  but it also  generates
additional revenue for the training of other glass restoration techniques.  This
will make MDS dealerships a one-stop shopping place for glass restoration needs.

An agreement in  principle  is already in place with Crystal  Clear,  which will
give MDS the rights to train and certify  technicians  for the IG repair process
at our IGW facility in Oregon. In order to be able to offer training services we
will  need  to  lease a  larger  facility  than  if we  were  to  only  set up a
dealership.  Discussions are in progress with a scratch removal company to lease
part of their  facility  and also to acquire  the rights to offer  training  and
certification  for their scratch  removal  process.  If these  negotiations  are
successful,  we would  achieve two of our  objectives.  Namely,  we would have a
second glass  restoration  process to add to the IG repair  business and we will
have the  ability  to train and  certify  technicians  in two glass  restoration
processes.  The key people are in place to manage the  training  programs but it
can only be executed if we can attract the required  funding.  We aim to have an
agreement  with  Crystal  Clear  by  September  30,  2004 to train  and  certify
technicians  for the IG repair.  We also want to have an  agreement to train and
certify  technicians  in a 2nd glass  restoration  process and have our training
facility in place by October 31, 2004.

If funding is available all of the above  components of the business plan can be
executed  effectively.  If no funding can be obtained,  MDS'  potential  will be
limited,  but the business  plan can be executed,  but at a much slower pace. If
funding can be obtained,  MDS will be able to capitalize on the enormous  market
potential  that  exists in this  untapped IG Unit  repair  market and  ancillary
services. With the strong glass industry experience and management experience of
key  management  personnel  that is now in place,  the business plan has all the
ingredients to create a successful and profitable glass restoration  business in
North America and worldwide.


                                       12
<PAGE>

                              Results of Operations

Three Months Ended  September  30, 2004  compared to Three Months Ended June 30,
2004.

MDS'  business  activity  increased  substantially  during  the 3 months  ending
September  30.  2004 due to the start up of MDS's 75%  owned  glass  restoration
subsidiary  IG Wizard Inc. in Bend,  Oregon.  Although  MDS  received  its first
royalty income from the 2 dealerships it sold in the 3rd Quarter, revenue in MDS
was minimal due to the lack of dealership sales in the 3rd Quarter.

Net loss for the three  months  ended  September  30, 2004  increased by $35,914
compared to the 3 months ending June 30, 2004.  This was mainly due to the start
up of the IG Wizard  subsidiary  and the lack of dealership  sales in MDS. Total
consolidated  revenues of $30,676  consisted of $18,150 IG Wizard revenue from a
glass restoration project in Jackson Hole, Wyoming and $10,000 IG Wizard revenue
from the training and equipment sales for technicians for an IG Wizard branch in
Sacramento,  California.  MDS  revenue  from  royalty  payments,  because of two
previously sold dealerships by MDS, was $905 in the 3 rd Quarter.

Nine Months Ended September 30, 2004 compared to Nine Months Ended September 30,
2003

The  Company did not have any  operational  activity  for the nine months  ended
September 30, 2003. Revenue for the nine month period ending September 30, 2004,
which commenced May 2004 and only covers 5 months of operational  activity,  was
about  $50,000  compared to $0 for the same  period last year.  Net loss for the
period  increased  from  $3,320  in 2003 to  $135,481  for the 9  months  ending
September 30, 2004.  Significant  one-time  expenses totaling about $50,000 have
been incurred  during the period due to  negotiating  the CCWWi  dealership  and
reseller agreements and start up of IG Wizard.

                        Liquidity and Capital Resources.

At September 30, 2004, we had only $668 in cash and cash  equivalents.  However,
IG  Wizard's  Accounts  Receivable  was  $19,770  on  September  30 from a glass
restoration  project in Wyoming  mentioned above that was started  September 14,
2004.

Sources of liquidity are dealership  sales,  glass  restoration  projects for IG
Wizard and working capital provided by OFG. With the contracts currently on hand
for IG Wizard and projected MDS  dealership  sales in the next quarter,  working
capital should be sufficient 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. We are ahead
of  schedule  with the  acquisition  of a scratch  removal  process  and a glass
coating process through IG Wizard.  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.

Liquidity  and  operating  results  are  not  materially  affected  by  seasonal
fluctuations in sales. Furthermore, the earlier than anticipated introduction of


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<PAGE>

Results of Operations - continued

a scratch removal process will strengthen  liquidity and operating results ahead
of schedule.

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 IG Wizard in August 2004, our first  corporate  dealership,  did
require  additional  funding during the start up phase in the 3rd quarter and it
has negatively affected liquidity.

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 more than
doubles MDS' profit  margin from $8,500 prior to November 1, 2004 to $18,500 per
dealership sold after that date.

Management  fees  payable to OFG amount to  $12,000  per month and are  deferred
until  liquidity is sufficient to permit  payment.  Total  consolidated  monthly
fixed expenses,  including OFG management fees,  amortization,  depreciation and
lease  payments are about  $27,500.  With variable  expenses at 20%,  break-even
revenue is $34,375  total  revenue from MDS and IG Wizard  combined.  To achieve
this we only need to sell one CCWWi  dealership  per month and generate  $15,875
revenue  through  IG  Wizard.  Even  during  this  start up phase IG Wizard  can
generate at least $25,000 revenue from the two technicians it has employed.  For
instance,  the $50,000  total revenue since the start of operations in May 2004,
consisted  of $18,250  generated  in the last two weeks of  September  by two IG
Wizard technicians working on a glass restoration  project.  Dealership sales by
MDS and revenue  generated  by IG Wizard  from glass  restoration  will  provide
sufficient consolidated revenues to maintain ongoing operations.

Item 3. Controls and Procedures

                Evaluation of Disclosure Controls and Procedures

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is 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 and 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.



                                       14
<PAGE>

Item 3. Controls and Procedures- continued

                          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

On August 17,  2004,  we filed a  registration  statement  on Form SB-2 with the
Securities and Exchange  Commission to register  1,275,700  shares of our common
stock held by our shareholders. The effective date of our registration statement
was September 7, 2004, pursuant to an order of the Commission.

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
     32.3 Certification  Pursuant  to 18 U.S.C.  1350,  as Adopted  Pursuant  to
          Section 906 of the Sarbanes-Oxley Act of 2002
     32.4 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

                                       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 8, 2004
----------------------------
Harry P. Beugelink
Principal Executive Officer

By:/s/Harry P. Beugelink                    Date:  November 8, 2004
----------------------------
Harry P. Beugelink
Principal Financial Officer

By:/s/Harry P. Beugelink                    Date:  November 8, 2004
----------------------------
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 8, 2004
----------------------------
Harry P. Beugelink
Director

By: /s/Michael P. Boyle                     Date:  November 8, 2004
----------------------------
Michael P. Boyle
Director

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