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     November 30, 2003
                                                ----------------------

                                                         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 November 30, 2003
-------------------------------            -------------------------------------
 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)
                                NOVEMBER 30, 2003


                                     Assets

Current assets
Cash                                                                $   173,572
Escrow deposits                                                          14,000
                                                                    -----------
Total current assets                                                    187,572


Prepaid consulting fees                                                  45,000
Proprietary interest in movie rights                                    102,600
Other assets                                                             25,000
                                                                    -----------


                                                                    $ 2,270,172
                                                                    ===========

                      Liabilities and Stockholders' Equity

Current liabilities
Loans payable - related parties                                     $    24,147
                                                                    -----------
Total current liabilities                                                24,147

Convertible debenture                                                    20,000
                                                                    -----------

Total liabilities                                                        44,147


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                                               (1,115,677)
                                                                    -----------

Total stockholders' equity                                              316,025
                                                                    -----------

                                                                    $   360,172
                                                                    ===========


<PAGE>
                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED NOVEMBER 30,    SIX MONTHS ENDED NOVEMBER 30,
                                                  2003              2002             2003             2002
                                               -----------      -----------      -----------      -----------


<S>                                            <C>              <C>              <C>              <C>
Loss from continuing operations                $   (58,175)     $      --        $   (74,589)     $      --
                                               -----------      -----------      -----------      -----------

Discontinued operations:
   Loss from discontinued operations                  --             (2,380)         (31,116)            (162)
                                               -----------      -----------      -----------      -----------

Net loss                                       $   (58,175)     $    (2,380)     $  (105,705)     $      (162)
                                               ===========      ===========      ===========      ===========

Loss per common share:

   Basic and diluted loss per common share
   from continuing operations                  $     (0.01)     $      --        $     (0.01)     $      --

   Basic and diluted loss per common share
   from discontinued operations                $      --        $     (0.00)     $     (0.01)     $     (0.00)
                                               -----------      -----------      -----------      -----------

   Basic and diluted total net loss per
   common share                                $     (0.01)     $     (0.00)     $     (0.02)     $     (0.00)
                                               -----------      -----------      -----------      -----------

Weighted average number of common
   shares outstanding                            8,204,508        5,231,280        6,777,638        5,231,280
                                               ===========      ===========      ===========      ===========
</TABLE>
<PAGE>
                   DISTRIBUTION MANAGEMENT SERVICES, INC.
               CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE SIX-MONTH PERIODS ENDED NOVEMBER 30,

<TABLE>
<CAPTION>

                                                                                   2003           2002
                                                                                 ---------      ---------
<S>                                                                              <C>            <C>
Cash flows from operating activities:
  Net loss                                                                       $(105,705)     $    (162)
                                                                                 ---------      ---------

  Adjustments to reconcile net loss to net
    cash (used in) provided by operating activities:
      Depreciation                                                                    --           10,400
Additional paid in capital contributed as rent and services performed                 --            9,972
      (Increase) decrease in:
         Accounts receivable                                                        11,518          3,961
         Escrow deposits                                                           (14,000)          --
         Prepaid expenses                                                             --           (2,094)
         Other assets                                                              (37,600)         4,590
      Increase (decrease) in:
         Accounts payable and accrued expenses                                     (20,904)           750
         Other liabilities                                                        (100,000)          --
                                                                                 ---------      ---------
      Total adjustments                                                           (160,986)        27,579
                                                                                 ---------      ---------
Net cash (used in) provided by operating activities                               (266,691)        27,417
                                                                                 ---------      ---------


Cash flows from investing activities:
Proceeds from sale of recycling plant                                              950,000           --
                                                                                 ---------      ---------
Net cash used in investing activities                                              950,000           --
                                                                                 ---------      ---------
Cash flows from financing activities:
Payment of mortgage on recycling plant                                            (375,000)          --
Repayment of loans-related parties                                                (137,299)       (28,370)
                                                                                 ---------      ---------
Net cash provided by (used in) financing activities                               (512,299)       (28,370)
                                                                                 ---------      ---------


Net increase (decrease) in cash and cash equivalents                               171,010           (953)

Cash and cash equivalents, beginning of period                                       2,562          1,338
                                                                                 ---------      ---------

Cash and cash equivalents, end of period                                         $ 173,572      $     385
                                                                                 =========      =========

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 stock                                                                 (2,473)          --
       Additional paid in capital                                                 (242,073)          --
                                                                                 ---------      ---------
                                                                                 $    --        $    --
                                                                                 =========      =========
</TABLE>


<PAGE>


                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2003


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 six months ended November 30,
              2003 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-K 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.

         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.
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2003

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

              On 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.

              Loss from continuing operations for the six-month period ended
              November 30, 2003 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 six-month period ended
              November 30, 2003 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 six-month period ended November 30, 2002
              included approximately $74,000 of revenues and $73,800 of
              expenses. All revenues generated for the current and prior period
              related solely to the recycling center.

         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.


              No assurance can be given that the Company will be successful in
              its efforts relating to the above movie rights. These financial
              statements do not include any adjustments relating to the future
              impairment or recoverability of these assets.
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2003

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 $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. The parties are currently in discussions
              to attempt to resolve the dispute. However, there are no
              assurances that the dispute can be resolved and any failure to
              resolve the dispute may result in the resignation of Jordan Klein
              Sr. and Jordan Klein Jr. from the Board of Directors and the
              initiation of litigation, the outcome of which can not 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 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.
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2003


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 six-month period ended November 30, 2003 approximately $237,000
         ($100,000 in stock and $137,000 in cash) has been repaid on these
         advances.

         During the period ended November 30, 2003, the President agreed not to
         receive any compensation or collect any rent for the space occupied by
         the Company at his personal office.

         During the period ended November 30, 2002, the value of his
         compensation and the rent was recorded at fair market value as
         contributions to additional paid in capital.

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 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.

NOTE 5.  STOCK ISSUANCE

         On May 30, 2003, the Registrant 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.
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2003


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 conversion
         was at $.18 per share based upon the closing price of a share of common
         stock at the date the transaction was consummated.


<PAGE>

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


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

Three months ended November 30, 2003 compared to the same period in 2002

         For the three months ended November 30, 2003, the Company received no
revenues, having sold its recycling center in July, 2003. As a result of the
sale during the period, there were no operations and therefore no revenues as
compared to the same period in 2002. Expenses increased from approximately
$33,000 for the three months ended November 30, 2002 to approximately $58,000
for the same period in 2003. The increase is due to professional fees related to
the Company's newly acquired assets.

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


         As of November 30, 2003, the Company had cash on hand of $173,572. The
Company had no revenues during the period as a result of the sale of the
recycling center, which was the Company's only operating business. The operator
of the recycling center did not exercise its option to purchase the center by
December 22, 2003 which was the termination date of the option to purchase the
recycling center. The operator did, however, exercise the option to continue as
the operator of the recycling center for an additional one year term and there
remain options for three additional one-year terms for the operator to exercise
in each of December of 2004, 2005 and 2006.


         There is currently one outstanding loan from a related party in the
principal sum of $24,147, after partial repayment of principal in the aggregate
amount of $101,000 and the conversion 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.
<PAGE>

          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 are being 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 and the manufacture of the Mako Head, both of which are
described below, since the Company has also significantly reduced its
outstanding debt to related parties.

         No assurances are given that any assets, which may be acquired by the
Company, will produce sufficient revenues to meet the Company's cash flow
requirements. Further, the acquisition of such assets will require the
expenditure of cash and/or the issuance of restricted securities. The Company
does 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. Management has been in discussions for possible equity
financing in an amount of up to $5,000,0000 through the registration of its
securities and expects, although no assurances are given, that a final agreement
will be reached during the third quarter of the current fiscal year. The Company
may also determine to sell its restricted securities on a private placement
basis. In any event, there can be no assurance that any of the funds so required
will be available or, if available, on terms satisfactory to the Company. 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, 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.


         As of September 22, 2003, the Company entered into an agreement to
acquire 100% of the capital stock of Mako Products, Inc., a Florida corporation
that 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. 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 parties are currently in discussions to attempt to resolve
the dispute. However, there are no assurances that the dispute can be resolved.
Any failure to resolve the dispute may result in the resignation of Jordan
Klein, Sr. and Jordan Klein, Jr. from the Company's Board of Directors and the
possible initiation of litigation, the outcome of which cannot be determined at
this time. The $25,000 initial payment of the purchase price is reflected on the
balance sheet as "Other Assets." Management believes that this initial payment
is refundable if the acquisition agreement is terminated. The acquisition has
not occurred or been consummated as of the balance sheet date and is pending the
resolution of the matters discussed herein.


<PAGE>

         From time to time, the Company may evaluate potential acquisitions
involving complementary businesses, services, products or technologies. The
Company's future capital requirements will depend on many factors, including
acquisitions, if any, growth of the Company's customer base, economic conditions
and other factors including the results of future operations.

         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 is accruing
the President's salary during the current fiscal year. 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 Registrant has not attempted to calculate the effect of
inflation, management does not believe 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.

<PAGE>



                          PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

         31       Section 302 Certification

         32       Section 906 Certification


(b)      Reports on Form 8-K:

         None
<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 Section 302 Certification

32 Section 906 Certification