UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 10-QSB/A


[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                For the quarterly period ended February 29, 2004

                                       OR

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

              For the transition period from _________ to _________


Commission File No. 0-30404

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

              Florida                                          83-0574760
 ----------------------------------------------         ------------------------
(State or other jurisdiction of incorporation                (IRS Employer
         or organization)                                Identification Number)

11601 Biscayne Blvd.,  Suite 201                               33181
-----------------------------------------------------        --------
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number, including area code  (305) 893-9273

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. [X] Yes [ ] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class                                   Outstanding as of February 29, 2004
---------------------------            ------------------------------------
Common Stock Par Value $0.001            8,204,508 shares





<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       DISTRIBUTION MANAGEMENT SERVICES, INC.
                         CONDENSED BALANCE SHEET (UNAUDITED)
                                  FEBRUARY 29, 2004

                                       Assets

Current assets
Cash                                                                $   163,001
                                                                    -----------
Total current assets                                                    163,001


Prepaid consulting fees                                                  45,000
Proprietary interest in movie rights                                    112,600
Deferred financing cost                                                 190,000
Other assets                                                             44,000
                                                                    -----------
                                                                    $   554,601
                                                                    ===========


                        Liabilities and Stockholders' Equity

Current liabilities
Loans payable - related parties                                     $     1,647
Other accrued liability                                                  52,214
Current portion of long term debt                                        50,000
                                                                    -----------
Total current liabilities                                               103,861

Convertible debentures, less current portion                            160,000
                                                                    -----------
Total liabilities                                                       263,861


Stockholders' equity
   Common stock, $0.001 par value, 50,000,000 shares
     authorized, 8,204,508 shares issued and outstanding                  8,204
   Additional paid in capital                                         1,427,098
Less: subscription receivable                                            (3,600)
   Accumulated deficit                                               (1,140,962)
                                                                    -----------
Total stockholders' equity                                              290,740
                                                                    -----------
                                                                    $   554,601
                                                                    ===========


                       See notes to financial statements.
<PAGE>
                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                       NINE MONTHS ENDED
                                                FEBRUARY 29, 2004   FEBRUARY 28, 2003   FEBRUARY 29,2004    FEBRUARY 28,2003
                                                -----------------   -----------------   ----------------    -------------------

<S>                                                 <C>                <C>                <C>                   <C>
Income (loss) from continuing operations            $ (21,008)         $    --            $   (99,874)          $    --
                                                    ---------          ---------          -----------           ---------
Discontinued operations:
   Loss from discontinued operations                     --                3,455              (31,116)               (457)
                                                    ---------          ---------          -----------           ---------
Net income (loss)                                   $ (21,008)         $   3,455          $  (130,990)          $    (457)
                                                    =========          =========          ===========           =========
Loss per common share:
   Basic and diluted loss per common share
   from continuing operations                       $    --            $    --            $     (0.01)          $    --
   Basic and diluted loss per common share
   from discontinued operations                     $    --            $    --            $     (0.01)          $    --
                                                    ---------          ---------          -----------           ---------
   Basic and diluted total net loss per
   common share                                     $    --            $    --           $     (0.02)           $    --
                                                    ---------          ---------          -----------           ---------
Weighted average number of common
   shares outstanding                               8,204,508          5,231,280            7,255,449           5,231,280
                                                    =========          =========          ===========           =========
</TABLE>



                       See notes to financial statements.

<PAGE>
                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                  FOR THE NINE-MONTH PERIODS ENDED FEBRUARY 29,


<TABLE>
<CAPTION>
                                                                    2004            2003
                                                                 ---------       ---------
<S>                                                              <C>             <C>
Cash flows from operating activities:
  Net loss                                                       $(130,990)      $    (457)
                                                                 ---------       ---------
   Adjustments to reconcile net loss to net cash (used in)
     provided by operating activities:
         Depreciation                                                 --            15,600
Additional paid in capital contributed as rent and services
  performed                                                           --            14,958
      (Increase) decrease in:
         Accounts receivable                                        11,518           2,154
         Escrow deposits                                              --
         Prepaid expenses                                             --            (2,443)
         Other assets                                              (66,600)          4,590
      Increase (decrease) in:
         Accounts payable and accrued expenses                     (20,904)          8,125
         Other liabilities                                         (46,139)           --
                                                                 ---------       ---------
      Total adjustments                                           (122,125)         42,984
                                                                 ---------       ---------
Net cash (used in) provided by operating activities               (253,115)         42,527
                                                                 ---------       ---------

Cash flows from investing activities:
      Proceeds from sale of recycling plant                       950,000             --
      Capital expenditures                                            --              (225)
                                                                 ---------       ---------
Net cash used in investing activities                             950,000             (225)
                                                                 ---------       ---------
Cash flows from financing activities:
Payment of mortgage on recycling plant                            (375,000)           --
Repayment of loans-related parties                                (161,446)        (41,843)
                                                                 ---------       ---------
Net cash provided by (used in) financing activities                536,446         (41,843)
                                                                 ---------       ---------

Net increase (decrease) in cash and cash equivalents               160,439             459
Cash and cash equivalents, beginning of period                       2,562           1,338
                                                                 ---------       ---------
Cash and cash equivalents, end of period                         $ 163,001       $   1,797
                                                                 =========       =========
Supplemental disclosures of cash flow information:
  Cash paid during the year for:
    Interest expense                                             $    --         $    --
                                                                 =========       =========
Supplemental disclosure of non-cash financing activities:
     2,473,228 shares of common stock issued for payment of
       loan and interest to related parties and for prepaid
       consulting
         Prepaid consulting fees                                 $  45,000       $    --
         Loans payable-related parties                             100,000            --
         Accrued interest                                           99,546            --
         Common sock                                                (2,473)           --
         Additional paid in capital                               (242,073)           --
                                                                 ---------       ---------
                                                                 $    --         $    --
                                                                 =========       =========
</TABLE>

                       See notes to financial statements.



<PAGE>

NOTE 1. SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation

              The accompanying unaudited condensed financial statements have
              been prepared by the Company pursuant to the rules and regulations
              of the Securities and Exchange Commission ("SEC") and, in the
              opinion of management, include all adjustments (consisting of
              normal recurring accruals) necessary for fair presentation of
              financial position, results of operations and cash flows for the
              interim periods. Certain information and footnote disclosures
              normally included in financial statements prepared in accordance
              with generally accepted accounting principles have been condensed
              or omitted pursuant to the rules and regulations of the SEC. The
              Company believes that the disclosures contained herein are
              adequate to make the information presented not misleading. The
              statements of operations for the nine months ended February 29,
              2004 are not necessarily indicative of the results to be expected
              for the full year. These unaudited financial statements should be
              read in conjunction with the audited financial statements and
              accompanying notes included in the Company's 2003 Annual Report on
              Form 10-KSB for the year ended May 31, 2003.

              The condensed financial statements have been prepared on a going
              concern basis, which contemplated the realization of assets and
              satisfaction of liabilities in the normal course of business.
              Recurring losses from operations and operating cash constraints
              are potential factors, which, among others, may indicate that the
              Company will be unable to continue as a going concern for a
              reasonable period of time. The independent auditors' report on the
              May 31, 2003 financial statements stated that "the Company's
              dependence on outside financing, lack of sufficient working
              capital, recurring losses from operations, and the discontinued
              operations raise substantial doubt about the Company's ability to
              continue as a going concern. The financial statements do not
              include any adjustments that might result from the outcome of
              these uncertainties."

              The financial statements do not include adjustments relating to
              recoverability and classification of recorded assets amounts, or
              the amounts and classification of liabilities that might be
              necessary should the Company be unable to continue as a going
              concern. The Company's ability to continue as a going concern is
              dependent upon its ability to generate sufficient cash flow to
              finance the movies for which it has rights and meet its
              obligations on a timely basis and ultimately attain profitable
              operations.
<PAGE>

         Nature of Operations and Discontinued Operations

              Distribution Management Services, Inc. (the Company) was
              incorporated in the State of Florida on January 25, 1995. The
              Company was organized for the purpose of operating a transfer
              station for recycling of construction and demolition materials in
              Miami, Florida. From incorporation, the Company was principally
              engaged in organizational activities, construction of its
              recycling facility, and raising capital until approximately May
              1999. Accordingly, the Company was considered to be in the
              development stage throughout that period.

NOTE 1. SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)

              In April 2003, the Company entered into a contract to sell its
              recycling center for $1,050,000. The closing of this transaction
              occurred on July 25, 2003 after the purchaser had completed
              satisfactory due diligence and all conditions precedent had been
              met. The Company used the net proceeds from the sale to (i)
              satisfy the existing mortgage on the Center, including all unpaid
              interest, (ii) repay accounts payable and debt to affiliated
              parties, and (iii) for working capital.


              On May 23, 2003, the Company acquired the rights, title and
              interest to two (2) full-length motion picture scripts. It is the
              Company's intention to produce, market and distribute one or both
              of these scripts as full-length motion pictures. The Company has
              been in the process of re-writing the scripts and is in the
              process of procuring the funding to commence production.


              Loss from continuing operations for the nine-month period ended
              February 29, 2004 is primarily comprised of professional fees and
              other operating expenses associated with the Company's efforts to
              develop new business ventures.

              Loss from discontinued operations for the nine-month period ended
              February 29, 2004 included revenues of approximately $19,400,
              expenses of approximately $18,500 and a loss on the sale of the
              recycling center of approximately $32,000. Discontinued operations
              for the nine-month period ended February 29, 2003 included
              approximately $110,100 of revenues and $104,900 of expenses. All
              revenues generated for the current and prior period related solely
              to the recycling center that was sold in July 2003.

         Propriety Interest in Movie Rights


              In May 2003, the Company acquired the rights to two (2) movie
              scripts which are recorded at the trading value of the shares
              issued in consideration thereof. The scripts were acquired from
              two individuals who had contracted with the Company to produce
              the film, including the use of certain equipment to produce these
              films. In February 2004, these individuals resigned from the
              Board of Directors. The Company does not believe that these
              assets have been impaired since the individuals are contractually
              obligated to produce the films utilizing their expertise.
              Although the acquisition has not occurred or been consummated as
              of the balance sheet date, management does not believe that the
              agreement is terminated. Therefore, no provision for impairment
              has been recorded as of February 29, 2004.



<PAGE>



NOTE 1. SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
       (CONTINUED)


              On September 22, 2003, the Company entered into an agreement to
              buy 100% of an entity controlled by the individuals who sold the
              Company the rights to the movie scripts. These individuals are
              also directors of the Company (see Note 5). The entity has the
              right to manufacture and distribute a camera stabilizer to be used
              in marine filming. In connection with the acquisition, the Company
              made an initial payment of $25,000 and a subsequent payment of
              $25,000 which was returned to the Company due to a dispute
              regarding the terms of the transaction among the parties as set
              forth in the agreement. The parties have attempted to resolve the
              dispute and there are no assurances that the dispute can be
              resolved. Pursuant to such dispute Jordan Klein Sr. and Jordan
              Klein Jr. resigned from the Board of Directors in February 2004.
              Litigation has been initiated by the Kleins in April 2004 but the
              outcome of such litigation cannot be determined at this time.


         Net Loss Per Common Share

              The net loss per common share in the accompanying statements of
              operations has been computed based upon the provisions of
              Statement of Financial Accounting Standards No. 128, Earnings Per
              Share. The basic and diluted net loss per common share in the
              accompanying statements of operations is based upon the net loss
              divided by the weighted average number of shares outstanding
              during each period. Diluted per share


<PAGE>

              data is the same as basic per share data since the inclusion of
              all potentially dilutive common shares that would be issuable
              would be anti-dilutive.

           Reclassifications

              Certain reclassifications have been made to the 2002 results of
              operations for it to conform to the 2003 presentation.

         Income taxes

              The Company accounts for income taxes using Statement of Financial
              Accounting Standards (SFAS) No. 109, "Accounting for Income
              Taxes", which requires recognition of deferred tax liabilities and
              assets for expected future tax consequences of events that have
              been included in the financial statements or tax returns. Under
              this method, deferred tax liabilities and assets are determined
              based on the difference between the financial statement and tax
              bases of assets and liabilities using enacted tax rates in effect
              for the year in which the differences are expected to reverse.

              No credit for income taxes has been reflected in the accompanying
              financial statements because of the significant uncertainty that
              exists regarding the realization of such income tax credits.

NOTE 2. GOING CONCERN

              The accompanying financial statements have been prepared in
              conformity with generally accepted accounting principles which
              assume that the Company will continue on a going concern basis,
              including, the realization of assets and liquidation of
              liabilities in the ordinary course of business. The Company
              intends to finance production of the movie rights from the
              proceeds of a private offering of its restricted equity
              securities. No assurance can be given that the Company will be
              successful in it efforts relating to the above movie rights. There
              are significant uncertainties with regard to the Company's ability
              to generate sufficient cash flows from operations or other sources
              (including related party loans, see note 3) to meet and fund its
              commitments with regard to existing liabilities and recurring
              expenses. These factors raise substantial doubt about the
              Company's ability to continue as a going concern. The accompanying
              financial statements do not include any adjustments that might
              result from the outcome of these uncertainties.

NOTE 3. STOCKHOLDER AND RELATED PARTY TRANSACTIONS

              Through the years, funds have been advanced to the Company by Mr.
              Leo Greenfield (the "President") and or affiliates in which he has
              an interest. The interest bearing balances have been presented as
              loans payables to related parties in the accompanying Balance
              Sheet. During the nine-month period ended February 29, 2004
              approximately $262,000 ($100,000 in stock and $162,000 in cash)
              has been repaid on these advances.

              During the first two quarters of fiscal 2003, the President agreed
              not to receive any compensation. During the first quarter of
              fiscal 2003, rent was recorded at fair market value as
              contributions to additional paid in capital.
<PAGE>
NOTE 4. CONTINGENCY

              In August 2003, the Company filed a suit in the Circuit Court,
              Miami-Dade County, Florida. The Company is seeking from the
              current operator and related party of the recycling center it sold
              (i) an accounting, and (ii) damages for alleged fraudulent breach
              of contract, negligence and breach of contract. The parties were
              served and pursuant to a stipulation of the parties, the Company
              has filed an amended complaint.

              In February 2004, the purchaser of the recycling center instituted
              a lawsuit against the Company in the Circuit Court in Miami-Dade
              County, Florida for payment of recycling related fees allegedly
              due the purchaser which are being held by the Company. The Company
              counter-claimed for specific performance and filed a Notice of Lis
              Pendens against the real property. The Company also filed a Motion
              to Strike the purchaser's complaint which was denied by the court
              with leave for the purchaser to amend its complaint. The Company
              is currently holding an aggregate of $52,214 in funds representing
              recycling related fees pending the outcome of this litigation.
              This amount has been recorded as other accrued liability on the
              financial statements at February 29, 2004.

NOTE 5.   STOCK ISSUANCE

              On May 30, 2003, the Company entered into an agreement with two
              individuals to purchase certain copyrighted movie scripts that had
              been produced by the two individuals. As consideration for the
              assets, during August, 2003, the Registrant issued to the two
              individuals an aggregate of 500,000 shares of its restricted
              common stock and agreed to pay two (2%) percent of the gross
              proceeds received by the Registrant, if any, from the marketing
              and distribution of the assets. The two individuals were also
              appointed to the Company's Board of Directors but resigned their
              positions in February 2004.

NOTE 5.   STOCK ISSUANCE (CONTINUED)

              In August, 2003, an entity owned and controlled by the President
              received 2,223,228 shares of the Company's restricted common stock
              as payment for (i) accrued unpaid interest on outstanding loans to
              the Company, (ii) $100,000 on certain loans payable by the Company
              to Mr. Greenfield and related parties, and (iii) other
              compensation for fiscal years ended May 31, 2001 and 2002. The
              conversion was at $.13 per share based upon the closing price of a
              share of common stock on July 16, 2003, the trading day
              immediately preceding the resolution of the Board of Directors
              approving the conversion.

              In August, 2003, Tibby Holdings, Inc. and one of its officers
              received 250,000 shares of the Company's restricted common stock
              as prepayment for investment consulting services which the Company
              will receive during the period July 1, 2003 through June 30, 2005.
              The value of the shares was recorded at $.18 per share based upon
              the closing price of a share of common stock at the date the
              transaction was consummated.


<PAGE>

NOTE 6. DEBENTURE

              On February 12, 2004, the Company entered into Standby Equity
              Distribution Agreement for an equity line of credit (the "Equity
              Line of Credit") with Cornell Capital Partners, L.P., a private
              limited partnership whose business operations are conducted
              through its general partner, Yorkville Advisors, LLC. Pursuant to
              the Equity Line of Credit, in order for the Company to access the
              Equity Line of Credit, it must first file a registration statement
              with the SEC registering up to a maximum of $5 million of its
              common stock and the registration statement must be declared
              effective by the SEC. Thereafter, for a period of 24 months
              following the effective date of the registration statement, the
              Company may, at its discretion, periodically sell to Cornell
              Capital Partners shares of common stock for a total purchase price
              of up to $5.0 million. For each share of common stock purchased
              under the Equity Line of Credit, Cornell Capital Partners will pay
              97% of, or a 3% discount to, the lowest closing bid price of our
              common stock on the Over-the-Counter Bulletin Board or other
              principal market on which our common stock is traded for the five
              trading days immediately following the notice date. The amount of
              each advance is subject to an aggregate maximum advance amount of
              $53,000, with no advance occurring within seven trading days of a
              prior advance. Further, Cornell Capital Partners will retain 5% of
              each advance under the Equity Line of Credit. The net effect of
              the 3% discount and the 5% retainage is that Cornell Capital
              Partners shall pay 92% of the applicable lowest closing bid price
              for each share of Distribution Management common stock. Cornell
              Capital Partners is entitled to a one-time commitment fee of
              $190,000, evidenced by a three-year convertible debenture (the
              "Debenture") that accrues interest at a rate of 5% per year. The
              Debenture is convertible at the holder's option in an amount up to
              $50,000 principal plus accrued interest at a conversion price
              equal to 97% of the closing bid price of the common stock for the
              three trading days immediately preceding the conversion date
              commencing on the earlier of (i) the effective date of the
              registration statement, or (ii)90 days from February 12, 2004, and
              thereafter at any time up to maturity. At maturity, the Company
              has the option to either pay the holder the outstanding principal
              balance and accrued interest or to convert the Debenture into
              shares of common stock at a conversion price equal to the lowest
              closing bid price of the common stock for the three trading days
              immediately preceding the conversion date. The Company has the
              right to redeem the Debenture upon three days notice for 120% of
              the amount redeemed.

              In addition, the Company engaged TN Capital Equities, Ltd., a
              registered broker-dealer, to advise it in connection with the
              Equity Line of Credit. For its services, in March, 2004 TN Capital
              Equities, Ltd. received 117,647 shares of the Company's common
              stock equal to approximately $10,000 based on the Company's stock
              price on March 1, 2004. In March, 2004, the Company also issued an
              aggregate of 88,235 shares to counsel for Cornell Capital's for
              legal services provided in connection with the transaction on the
              same basis as the shares issued to TN Capital Equities. The
              effectiveness of the sale of the shares under the Equity Line of
              Credit is conditioned upon the Company registering the shares of
              common stock with the Securities and Exchange Commission. The
              costs associated with this registration will be borne by the
              Company. There are no other significant closing conditions to draw
              under the Equity Line of Credit.

              The registration statement has not been filed as of the date of
              this Report. However, no assurance is given that the Company's
              registration statement, once filed, will ultimately be declared
              effective by the SEC. Further, the number of shares which may be
              required to



<PAGE>

              be registered under the registration statement may far exceed the
              number of shares the Company has available under its authorized
              but unissued capital stock based upon the per share price of a
              share of common stock on the date of a notice given by the Company
              to Cornell Capital. Accordingly, the Company may not be able to
              exercise any notice under the terms of the Equity Line of Credit
              unless it obtains shareholder approval to increase its authorized
              shares and/or its share price increases to a level that will not
              require such action on the part of the shareholders. There are no
              assurances that either of these events will occur and there can be
              no assurance given that the Company will be able to raise
              sufficient funds to meet long-term capital needs in this manner or
              in any other manner.

NOTE 7. SUBSEQUENT EVENT

              In connection with the Equity line of Credit with Cornell Capital
              Partners, LP, in March, 2004 the Company issued 117,647 shares of
              the Company's common stock to TN Capital Equities, Ltd., a
              registered broker-dealer, in connection with the Equity Line of
              Credit which was which number of shares is equal to approximately
              $10,000 based on the Company's stock price on March 1, 2004. In
              March, 2004 the Company also issued an aggregate of 88,235 shares
              to counsel for Cornell Capital for legal services provided in
              connection with the transaction on the same basis as the shares
              issued to TN Capital Equities.


              In April 2004, the Company entered into a settlement agreement
              with Delta Dade Recycling Corp. ("DD")In consideration of the
              Company dismissing DD and all other named defendants (with the
              exception of Peerless-Dade), from the pending lawsuit, DD as
              operator of the recycling facility, has assigned its interest in
              the Amended Operation Agreement dated December 22, 1998 to the
              Company ("the Assignment"). In December 2003, DD exercised the
              first of its four one year options to operate the recycling
              center. It did not, however, exercise the five year option to
              purchase the recycling center from the Company. That option
              expired in December 2003. The Company is receiving from DD a
              front-end loader, the value of which is carried on the books of
              DD at $60,000.




<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS


         Results of Operations
         ---------------------

         Three months ended February 29, 2004 compared to the same period in
2003.

         For the three months ended February 29, 2004, the Company received no
revenues, having sold its recycling center in July, 2003. As a result of the
sale, there were no operations and therefore no revenues during the period as
compared to the same period in 2003. Expenses increased from approximately $ 0
for the three months ended February 28, 2003 to approximately $21,000 for the
same period in 2004. The increase is due to professional fee.

         Nine months ended February 29, 2004 compared to the same period in
2003.

         For the nine months ended February 29, 2004, the Company's revenues and
expenses have been reclassified to discontinued operations. As a result of the
sale, the Company has reclassified operations in 2003 to discontinued
operations.

         Liquidity and Capital Resources
         -------------------------------

         As of February 29, 2004, the Company had cash on hand of $163,000. The
Company had no revenues during the period as a result of the sale of the
recycling center in July, 2003 which was the Company's only operating business.


<PAGE>

         There is currently one outstanding loan from a related party in the
principal sum of $20,000 after partial repayment of principal in the aggregate
amount of $101,000 and the conversion in July 2003 of $100,000 of principal into
769,231 shares of the Company's restricted common stock based on a per share
price of $.13 which was the closing price on the trading date immediately
preceding the conversion ("Conversion Price"). All accrued interest on all
loans, aggregating $99,546 as of year end May 31, 2003, was converted into
equity during the first quarter in the aggregate amount of 765,738 shares of the
Company's restricted common stock based on the Conversion Price. The currently
outstanding loan is due upon demand and bears interest at the applicable Federal
rate. The related party has no obligation to make any further loans to the
Company in the future notwithstanding that he has made loans in the past. The
loan may be converted, in whole or in part, by the related party in his
discretion into shares of the Company's restricted common stock at fair market
value although there is no assurance given that this will occur.

          Currently the Company has had no revenues since the sale of the
recycling center in July, 2003. The balance of the net proceeds received from
the sale after the repayment of non-affiliate debt, satisfaction of the mortgage
and certain related party loans has been used for working capital. Management
believes that these funds will be sufficient for the Company's working capital
needs for the next 12 months, exclusive of the funds necessary for the
production of the films which is described below, since the Company has also
significantly reduced its outstanding debt to related parties. In addition, in
April 2004, the Company entered into a settlement agreement with one of the
defendants in its lawsuit against the current operator of the recycling center
and a related party. In consideration of the Company dismissing the current
operator from the pending lawsuit, the current operator has assigned its
interest in the Amended Operation Agreement dated December 22, 1998 to the
Company (the "Assignment"). The Company will also receive certain equipment for
use at the recycling center. The lawsuit will continue against the remaining
defendant. As a result of the Assignment, the Company will commence receiving
the operator's share of the revenues provided under the terms of the Amended
Operation Agreement. These revenues are expected to provide the Company with
additional working capital and a funding for possible business ventures.


         In consideration of the Company dismissing Delta Dade and all other
named defendants (with the exception of Peerless-Dade), from the pending
lawsuit, Delta Dade, as operator of the recycling facility, has assigned its
interest in the Amended Operation Agreement dated December 22, 1998 to the
Company (the "Assignment"). In December 2003, Delta Dade exercised the first of
its four, one-year options to operate the recycling center. It did not, however,
exercise the five year option to purchase the recycling center from the Company.
That option expired in December 2003. As a result of the Assignment, the Company
applied to the Florida Department of Environmental Regulation (DERM) for the
assignment of Delta Dade's license to operate the recycling facility to the
Company which is currently pending. The Company anticipated operating the
facility upon assignment of the license but has been hindered by the litigation
with Southern Waste Systems (SWS) as described below. The Company expects,
assuming a favorable outcome in the litigation with SWS, as to which no
assurances can be given, to earn the operator's share of the revenues provided
under the terms of the Amended Operation Agreement. These revenues are expected
to provide the Company with additional working capital and funding for possible
business ventures. No assurances are given that the Assignment will produce
sufficient revenues to meet the Company's cash flow requirements. In addition,
the Company is receiving from Delta Dade a front-end loader, the value of which
is carried on the books of Delta Dade at $60,000. This equipment will enable the
Company to accept materials at an average rate of $8.50 to $17 per yard, that
the Company will then remove to land fills at a cost to the Company of $6.00 per
yard.

          The Company is a defendant in a lawsuit instituted by SWS in February
2004 for payment of recycling related fees allegedly due SWS which are being
held by the Company. Under the terms of its agreement with SWS for sale of the
recycling center dated April 23, 2003, the Company has the right to rescind
the purchase upon payment to SWS of $850,000. The Company has exercised its
rescission right and is the fee simple owner of the recycling center as of April
20, 2004 and has all rights of possession. Officers and employees of SWS have
physically prevented the Company from operating the recycling center since
mid-April 2004 by blocking the entrance and denying access to the facility. On
May 19, 2004, a hearing was held before a special master seeking a temporary
restraining order against these individuals so that the Company can have access
to and continue the business at the recycling center. The temporary restraining
order was denied but the entire matter before the court will be heard by the
special master on July 9, 2004 with a final ruling expected soon thereafter. The
assignment of the operator's license to the Company by DERM will be determined
pending the outcome of the litigation. There are no assurances given that the
Company will prevail in the litigation.


        The acquisition of any other assets by the Company will require the
expenditure of cash and/or the issuance of restricted securities. The Company
does not currently have and may not have all of the cash that may be necessary
to fund any such acquisition and will be required to rely on the sale of its
securities, the success of which cannot be assured.

<PAGE>

         On February 12, 2004, the Company entered into Standby Equity
Distribution Agreement for an equity line of credit (the "Equity Line of
Credit") with Cornell Capital Partners, L.P., a private limited partnership
whose business operations are conducted through its general partner, Yorkville
Advisors, LLC. Pursuant to the Equity Line of Credit, in order for the Company
to access the Equity Line of Credit, it must first file a registration statement
with the SEC registering up to a maximum of $5 million of its common stock and
the registration statement must be declared effective by the SEC. Thereafter,
for a period of 24 months following the effective date of the registration
statement, the Company may, at its discretion, periodically sell to Cornell
Capital Partners shares of common stock for a total purchase price of up to $5.0
million. For each share of common stock purchased under the Equity Line of
Credit, Cornell Capital Partners will pay 97% of , or a 3% discount to, the
lowest closing bid price of our common stock on the Over-the-Counter Bulletin
Board or other principal market on which our common stock is traded for the five
trading days immediately following the notice date. The amount of each advance
is subject to an aggregate maximum advance amount of $53,000, with no advance
occurring within seven trading days of a prior advance. Further, Cornell Capital
Partners will retain 5% of each advance under the Equity Line of Credit. The net
effect of the 3% discount and the 5% retainage is that Cornell Capital Partners
shall pay 92% of the applicable lowest closing bid price for each share of
Distribution Management common stock. Cornell Capital Partners is entitled to a
one-time commitment fee of $190,000, evidenced by a three-year convertible
debenture (the "Debenture") that accrues interest at a rate of 5% per year. The
Debenture is convertible at the holder's option in an amount up to $50,000
principal plus accrued interest at a conversion price equal to 97% of the
closing bid price of the common stock for the three trading immediately
preceding the conversion date commencing on the earlier of (i) the effective
date of the registration statement, or (ii) 90 days from February 12, 2004, and
thereafter at any time up to maturity. At maturity, the Company has the option
to either pay the holder the outstanding principal balance and accrued interest
or to convert the Debenture into shares of common stock at a conversion price
equal to the lowest closing bid price of the common stock for the three trading
days immediately preceding the conversion date. The Company has the right to
redeem the Debenture upon three days notice for 120% of the amount redeemed.

         In addition, the Company engaged TN Capital Equities, Ltd., a
registered broker-dealer, to advise it in connection with the Equity Line of
Credit. For its services, in March, 2004 TN Capital Equities, Ltd. received
117,647 shares of the Company's common stock equal to approximately $10,000
based on the Company's stock price on March 1, 2004. The Company also issued in
March, 2004 an aggregate of 88,235 shares to counsel for Cornell Capital's for
legal services provided in connection with the transaction on the same basis as
the shares issued to TN Capital Equities. The effectiveness of the sale of the
shares under the Equity Line of Credit is conditioned upon the Company
registering the shares of common stock with the Securities and Exchange
Commission (SEC). The costs associated with this registration will be borne by
the Company. There are no other significant closing conditions to draw under the
Equity Line of Credit.


<PAGE>

         The registration statement has not been filed as of the date of this
report. However, no assurance is given that the Company's registration
statement, once filed, will ultimately be declared effective by the SEC.
Further, the number of shares which may be required to be registered under the
registration statement may far exceed the number of shares the Company has
available under its authorized but unissued capital stock based upon the per
share price of a share of common stock on the date of a notice given by the
Company to Cornell Capital. Accordingly, the Company may not be able to exercise
any notice under the terms of the Equity Line of Credit unless it obtains
shareholder approval to increase its authorized shares and/or its share price
increases to a level that will not require such action on the part of the
shareholders. There are no assurances that either of these events will occur and
there can be no assurance given that the Company will be able to raise
sufficient funds to meet long-term capital needs in this manner or in any other
manner.

         The Company may also seek alternative sources of financing, including
from more conventional sources such as bank loans and credit lines. However, no
assurances can be given that the Company will be able to meet its needs through
the sale of securities or otherwise. Further, the availability of any future
financing may not be on terms that are satisfactory to the Company. From time to
time, the Company may evaluate potential acquisitions involving complementary
businesses, content, products or technologies. The Company has no present
agreements or understanding with respect to any such acquisition. The Company's
future capital requirements will depend on many factors, including growth of the
revenues it derives from the Assignment, the production of the movies, economic
conditions and other factors including the results of future operations.

          The Company will also require up to $3,000,000 to fund the production,
marketing and distribution of one of the movie scripts it acquired in May 2003.
Without the funding described herein, as to which no assurances are given, the
Company will be unable to proceed with its business plans, which would have a
material adverse effect on its business and financial condition, and it may be
unable to continue as a going concern. In addition, the Company is in the
process of obtaining a second appraisal for the movie scripts since it has not
yet commenced production and it has been nine-months since they were acquired.
The appraisal may report an appraised value that is greater or less than the
appraised value previously given.


          The Company entered into an agreement to acquire 100% of the capital
stock of Mako Products, Inc., a Florida corporation, in September 2003. Mako
Products owns certain intellectual property rights for the manufacture and
distribution of a marine camera stabilizing device. Mako Products, Inc. is 100%
owned by Jordan Klein, Sr. and Jordan Klein, Jr., directors of the Company who
resigned from the Board of Directors in February 2004. The agreement provides
for the payment of royalties, among other consideration, to Jordan Klein, Sr.,
Jordan Klein, Jr. and to unaffiliated parties based upon revenue received from
the rental and/or sale of the stabilizer. In connection with the acquisition,
the Company made an initial payment in September, 2003 of $25,000 and a
subsequent payment in October, 2003 of $25,000, which October payment was
returned to the Company due to a subsequent dispute among the parties regarding
the terms of the transaction as set forth in the September 22, 2003 agreement.
The $25,000 initial payment of the purchase price is reflected in "Other
Assets". Management believes that this initial payment is refundable if the
acquisition agreement is terminated. Although the acquisition has not occurred
or been consummated as of the balance sheet date, management does not believe
that the agreement is terminated although the Kleins resigned from the Board of
Directors in February 2004. The parties have attempted to resolve their
differences but have been able to do so as of the date hereof. The Company's
Board of Directors is considering its legal remedies, including the possible
initiation of litigation, which may seek to enforce the terms of the agreement.
The outcome of any litigation which may ensue cannot be determined at this time.
In April 2004, the Kleins and Mako Products, Inc. instituted a lawsuit in the
Circuit Court in and for Marion County, Florida against the Company and Leo
Greenfield seeking a declaratory judgment and an injunction, and alleging
constructive fraud, fraudulent misrepresentation, violation of the Florida
Securities Investor Protection Act, unjust enrichment and demanding payment on a
promissory note. The Company and Mr. Greenfield filed a Motion to Dismiss for
improper venue of the action in Marion County, Florida as the September 2003
agreement provides for venue to be in Miami-Dade County, Florida. The Motion to
Dismiss is pending before the court as of the date of this report.



<PAGE>


         The Company currently has no salaried employees. In July 2003, the
Board of Directors approved the conversion of other compensation to the
Company's President of $89,475 as of fiscal year end 2003 into 688,259 shares of
restricted common stock based on the Conversion Price. The Company accrued the
President's salary during the first two quarters of the current fiscal year but
paid the President an aggregate of $8,000 during the third quarter ended
February 29, 2004. If operations are expanded through growth or acquisitions,
the Company expects to hire personnel to meet these needs and may enter into
employment agreements with its President or others to oversee its operations.
The number of employees actually hired will be based on the Company's ability to
support the increased cost through cash flow generated by such business.

Impact of Inflation
-------------------

         Although the Company has not attempted to calculate the effect of
inflation, management does not believe that the current level of inflation has
had or will have a material effect on its results of operations.

Forward-Looking Information
---------------------------

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements made by the Registrant in its
disclosures to the public. There is certain information contained herein, in the
Registrant's press releases and in oral statements made by authorized officers
of the Registrant, which are forward-looking statements, as defined by such Act.
When used herein, in the Registrant's press releases and in such oral
statements, the words "estimate", "project", "anticipate", "expect", "intend",
"believe", "plans", and similar expressions are intended to identify
forward-looking statements. Because such forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements.


                          PART II - OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are included in this filing:


         10.1     Standby Equity Distribution Agreement dated February 12, 2004
                  between the Company and Cornell Capital Partners LP*

         10.2     Registration Rights Agreement dated February 12, 2004 between
                  the Company and Cornell Capital Partners LP*

         10.3     Escrow Agreement dated February 12, 2004 among the Company,
                  Cornell Capital Partners LP and Butler Gonzalez LLP*

         10.4     5% Convertible Debenture dated February 12, 2004 issued by the
                  Company to Cornell Capital Partners LP*

         10.5     Placement Agent Agreement dated February 12, 2004 among the
                  Company, NT Capital Equities, Ltd. and Cornell Capital
                  Partners LP*




<PAGE>



         10.6     Assignment of Amended Operation Agreement dated April 14, 2004
                  between the Company and Delta Dade Recycling Corporation*


         31.1     Section 302 Certification

         32.1     Section 906 Certification


----------
*  Included as an exhibit and incorporated by reference to the Company's
   Form 10-QSB filed on April 19, 2004.


(b) Reports on Form 8-K:

         The Company filed a Current Report on Form 8-K on February 11, 2004
         reporting the resignation of Jordan Klein, Sr. and Jordan Klein, Jr.
         from the Board of Directors on February 5, 2004.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       DISTRIBUTION MANAGEMENT SERVICES, INC.


Dated:   May 24, 2004                   by: /s/ Leo Greenfield
                                            ------------------------------------
                                            Leo Greenfield, President,
                                            Chief Executive Officer
                                            and Chief Financial Officer




<PAGE>


                                  EXHIBIT INDEX



Exhibit No.



31.1     Section 302 Certification

32.2     Section 906 Certification