================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 For the quarterly report ended February 28, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

              For the transition period from ________ to __________

                         Commission File Number: 0-27539


                     Distribution Management Services, Inc.
          -------------------------------------------------------------
          (Exact name of small business issuer as specified in charter)


             Florida                                         65-0574760
 -------------------------------                         -------------------
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                         Identification No.)


                       11601 Biscayne Boulevard, Suite 201
                    ----------------------------------------
                              Miami, Florida 33181
                    (Address of principal executive offices)

                                 (305) 893-9270
                           ---------------------------
                           (Issuer's telephone number)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [ ] No
[X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

                       APPLICABLE ONLY TO COPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: At January 31, 2006, there were
8,717,328 shares of common stock were issued and outstanding.


Transitional Small Business Disclosure Format (Check one) Yes [ ] No [X]

================================================================================

<PAGE>

            CAUTIONARY STATEMENT REGARDING FOWARD LOOKING INFORMATION

         This quarterly report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of
the Securities and Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, as amended. These forward-looking statements are
subject to risks and uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from the
results, performance or achievements expressed or implied by the forward-looking
statements. You should not unduly rely on these statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts. They use words such as "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "project," "contemplate,"
"would," "should," "could," or "may." With respect to any forward-looking
statement that includes a statement of its underlying assumptions or bases, we
believe such assumptions or bases to be reasonable and have formed them in good
faith, assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material
depending on the circumstances. When, in any forward-looking statement, we
express an expectation or belief as to future results, that expectation or
belief is expressed in good faith and is believed to have a reasonable basis,
but there can be no assurance that the stated expectation or belief will result
or be achieved or accomplished. All subsequent written and oral forward-looking
statements attributable to us, or anyone acting on our behalf, are expressly
qualified in their entirety by the cautionary statements.



<PAGE>



                          PART I-FINANCIAL INFORMATION


ITEM 1. UNAUDITED FINANCIAL STATEMENTS



                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                                  BALANCE SHEET
                                February 28, 2005
                                   (Unaudited)


                                     ASSETS
Current Assets:
  Cash                                                             $       376

  Property and equipment, net of accumulated depreciation
    of $225                                                              1,275
  Equipment held for sale                                               60,000

Other assets:
  Movie rights                                                          90,000
                                                                   -----------

     Total assets                                                  $   151,651
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                            $    23,124
  Note payable                                                          25,000
  Convertible debenture                                                 20,000
                                                                   -----------
    Total current liabilities                                           68,124


Stockholders' Equity:
  Common stock; $0.001 par value, 50,000,000 shares
    authorized, 8,717,328 issued and outstanding                         8,717
  Additional paid-in capital                                         1,632,442
  Subscription receivable                                               (3,600)
  Deferred compensation                                                (17,779)
  Accumulated deficit                                               (1,536,253)
                                                                   -----------
  Total stockholders' equity                                            83,527

     Total liabilities and stockholders' equity                    $   151,651
                                                                   ===========




                  See Notes to Unaudited Financial Statements.

                                       -3-

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                For the three-month periods   For the nine-month periods
                                                    ended February 28,              ended February 28,
                                                --------------------------    --------------------------
                                                    2005           2004          2005            2004
                                                -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>
Revenues                                        $        --    $        --    $        --    $        --

Operating expenses:
Selling, general, and administration expenses        38,819         21,008        175,502         99,874
                                                -----------    -----------    -----------    -----------

Interest income                                         525             --          1,750             --
Interest expense                                       (925)            --         (2,226)            --
                                                -----------    -----------    -----------    -----------

Loss from continuing operations                     (39,219)       (21,008)      (175,978)       (99,874)
                                                -----------    -----------    -----------    -----------

Gain (loss) from discontinued operations             15,269             --         (6,484)       (31,116)

Net loss                                        $   (23,950)   $   (21,008)   $  (182,462)   $  (130,990)
                                                ===========    ===========    ===========    ===========

Basic and diluted earnings (loss) per
 common share from discontinued operations      $     (0.00)   $     (0.00)   $     (0.00)   $     (0.00)
                                                ===========    ===========    ===========    ===========

Basic and diluted loss per common share
 from continuing operations                     $     (0.00)   $     (0.00)   $     (0.02)   $     (0.01)
                                                ===========    ===========    ===========    ===========

Basic and diluted weighted average
shares outstanding                                8,717,328      8,204,508      8,552,023      7,255,449
                                                ===========    ===========    ===========    ===========
</TABLE>




                  See Notes to Unaudited Financial Statements.

                                       -4-

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           For the nine-month periods
                                                               ended February 28,
                                                            ----------------------
                                                             2005            2004
                                                            ---------    ---------
<S>                                                         <C>          <C>
Cash flows from operating activities:
Loss from continuing operations                             $(175,978)   $ (99,874)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Fair value of shares issued to investment advisor            25,641           --
  Amortization of deferred compensation                        13,471           --
  Provision for doubtful account                                6,000           --
  Forfeiture of officer's compensation                         24,742           --
  Depreciation                                                    225           --
Changes in operating assets and liabilities:
  Other assets                                                     --      (66,600)
  Accounts payable and accrued expenses                         2,225      (20,904)
                                                            ---------    ---------
                                                             (103,674)    (187,378)

Loss from discontinued operations                              (6,484)     (31,116)
  Decrease in assets of discontinued operations                    --       11,518
  Increase in liabilities of discontinued operations               --      (46,139)
                                                            ---------    ---------
                                                               (6,484)     (65,737)

                                                            ---------    ---------
Net cash used in operating activities                        (110,158)    (253,115)

Cash flows from investing activity:
  Net proceeds from disposition of property and equipment          --      950,000
  Principal repayments of note receivable                      25,000           --
  Issuance of note receivable                                 (25,000)          --
                                                            ---------    ---------

Net cash provided by investing activity                            --      950,000
                                                            ---------    ---------

Cash flows from financing activities:

  Principal repayments on loan payable-related party               --     (161,446)
  Repayments of due to related party                          (14,475)          --
  Advances from related party                                  12,828
  Proceeds from issuance of note payable                       25,000           --
  Principal repayments on mortgage                                 --     (375,000)
                                                            ---------    ---------

Net cash (used in) provided by financing activities            23,353     (536,446)
                                                            ---------    ---------

Net (decrease) increase in cash                               (86,805)     160,439

Cash, beginning of period                                      87,181        2,562
                                                            ---------    ---------

Cash, end of period                                         $     376    $ 163,001
                                                            =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid for taxes                                    $      --    $      --
                                                            =========    =========

     Cash paid for interest                                 $      --    $      --
                                                            =========    =========


SUPPLEMENTAL DISCLOSURES FOR NON-CASH FINANCING ACTIVITY:


Issuance of shares to satisfy loan to related party         $      --    $ 199,546
                                                            =========    =========

Issuance of shares for services                             $      --    $  45,000
                                                            =========    =========

Issuance of shares for movie rights                         $      --    $  90,000
                                                            =========    =========
</TABLE>

                  See Notes to Unaudited Financial Statements.

                                       -5-

<PAGE>


                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                   NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005


NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION, AND DISCONTINUED OPERATIONS

Distribution Management Services, Inc. (the Company) was incorporated in the
State of Florida on January 25, 1995. The Company was initially organized for
the purpose of operating a transfer station for recycling of construction and
demolition materials in Miami, Florida. In April 2003, the Company entered into
a contract to sell its recycling center. The closing of this transaction
occurred on July 25, 2003.

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.

On December 12, 2004, the Company secured the acquisition of 266 single-family
residential building sites located in Central Florida for the total sum of
$4,655,000, which closed in a series of transactions occurring between May and
July 2005. The Company financed this acquisition by securing a mortgage on the
property of approximately $4.7 million. The Company intends to orderly dispose
of such sites.

Loss from continuing operations for the three-month and nine-month periods ended
February 28, 2005 and 2004 is primarily comprised of professional fees and other
operating expenses associated with the Company's efforts to develop new business
ventures.

Losses from discontinued operations for the nine-month period ended February 28,
2005 included expenses and collection of claims of approximately $31,000 and
$25,000 associated with the recovery of the recycling center.

Loss from discontinued operations for the nine-month period ended February 28,
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.

The accompanying unaudited financial statements for the period ended February
28, 2005 have been prepared in accordance with generally accepted accounting
principles for interim financial information and with instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles as would be included in
audited financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for the nine-month
period ended February 28, 2005 are not indicative of the results to be expected
for the year ended May 31, 2005.


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONCENTRATION OF CREDIT RISKS

The Company is subject to concentrations of credit risk primarily from cash. The
Company's cash and cash equivalents accounts are held at financial institutions
and are insured by the Federal Deposit Insurance Corporation ("FDIC") up to
$100,000. During the nine-month period ended February 28, 2005, the Company has
not reached bank balances exceeding the FDIC insurance limit. However, when and
if it reaches bank balances exceeding the FDIC insurance limit and to reduce its
risk associated with the failure of such financial institutions, the Company
periodically evaluates the credit quality of the financial institutions in which
it holds deposits.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash, accounts payable and accrued expenses, note payable,
and convertible debenture approximate their fair value due to their short-term
maturities.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with maturities
of three months or less when purchased.

                                       -6-

<PAGE>


                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                   NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

INCOME TAXES

Income taxes are accounted for in accordance with SFAS No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some or the
entire deferred tax asset will not be realized.

USE OF ESTIMATES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Significant estimates made by management include, but are not
limited to, the realization of receivables owed by the purchaser of the
recycling center and whether the value attributed to the movie scripts is
impaired. Actual results will differ from these estimates.

BASIC AND DILUTED LOSS PER SHARE

Basic loss per share is calculated by dividing income available to stockholders
by the weighted-average number of common shares outstanding during each period.
Diluted loss per share is computed using the weighted average number of common
and dilutive common share equivalents outstanding during the period. There are
no outstanding shares issuable pursuant to common shares equivalents at February
28, 2005.

SEGMENT REPORTING

The Company's chief operating decision-maker evaluates the performance of the
Company based upon revenues and expenses by functional areas as disclosed in the
Company's statements of operations. IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews long-lived assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts may
not be recovered. In such circumstances, the Company will estimate the future
cash flows expected to result from the use of the asset and its eventual
disposition. Future cash flows are the future cash inflows expected to be
generated by an asset less the future outflows expected to be necessary to
obtain those inflows. If the sum of the expected future cash flows (undiscounted
and without interest charges) is less than the carrying amount of the asset, the
Company will recognize an impairment loss to adjust to the fair value of the
asset. At February 28, 2005, the Company believes that there has been no
impairment of its long-lived assets.

                                       -7-

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                   NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

RECENT PRONOUNCEMENTS

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant-date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective beginning in our first quarter of fiscal 2006. We are in
process of evaluating the impact of this pronouncement on our financial
position.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Non-monetary Assets." The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. We believe that the adoption of this
standard will have no material impact on our financial statements.

In April 2005, the Securities and Exchange Commission's Office of the Chief
Accountant and its Division of Corporation Finance has released Staff Accounting
Bulletin (SAB) No.107 to provide guidance regarding the application of FASB
Statement No.123 (revised 2004), Share-Based Payment. Statement No. 123(R)
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. SAB 107 provides interpretative
guidance related to the interaction between Statement No. 123R and certain SEC
rules and regulations, as well as the staff's views regarding the valuation of
share-based payment arrangements for public companies. SAB 107 also reminds
public companies of the importance of including disclosures within filings made
with the SEC relating to the accounting for share-based payment transactions,
particularly during the transition to Statement No. 123R.

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS
154"). This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.

Opinion 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. This
Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances
of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an

                                      -8-

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                   NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

income statement. When it is impracticable to determine the cumulative effect of
applying a change in accounting principle to all prior periods, this Statement
requires that the new accounting principle be applied as if it were adopted
prospectively from the earliest date practicable. This Statement shall be
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company does not believe that the
adoption of SFAS 154 will have a significant effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.

         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.

PROPERTY AND EQUIPMENT AND EQUIPMENT HELD FOR SALE

Pursuant to a settlement agreement with Delta Dade Recycling Corp. ("DD"), the
Company received certain equipment with a carrying value of $60,000, which is
included in its equipment held for sale at February 28, 2005. The Company
intends to dispose or lease the property and equipment.


                                       -9-

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                   NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005


NOTE 3 - NOTE RECEIVABLE

During the nine-month period ended February 28, 2005, the Company issued a note
receivable for $25,000, which was satisfied in February 2005. The note bore
interest at 18% per annum and was secured by certain real estate property
located in Florida. The note receivable initially matured in May 2005.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has satisfied all its amount owed to related parties at February 28,
2005. The amount due were non-interest bearing and payable on demand.

Additionally the Company is leasing its office space from a company owned by our
chief executive officer for approximately $14,000 and $0 during the nine-month
periods ended February 28, 2005 and 2004, respectively. And does not owe any
amount to such related party at February 28, 2005.

NOTE 5 - LITIGATIONS

The purchaser of the recycling center claims that the Company and its chief
executive officer owe them approximately $25,000 pursuant to the sale agreement.
The Company counterclaims the recovery of the recycling center or the receipt of
the balance due under the initial sale contract of $450,000. The Company has
provided for a full valuation on the receivable of $450,000 due from the
purchaser. Management cannot predict the outcome of such litigation at this time
but it believes that it will not have a significant impact of its financial
statements.

NOTE 6 - STOCKHOLDERS' EQUITY

In July 2003, an investment consulting service provider and one of its officers
received 250,000 shares of the Company's restricted common stock as payment for
investment consulting services. The fair value of the shares issued to the
investment consulting service firm and its officer amounted to $40,000. The
value of the shares was based upon the closing price of a share of common stock
at the date the transaction was consummated. This transaction was recorded as
deferred compensation and is amortized over three years. The amortization of
deferred compensation amounted to approximately $13,000 and $30,000 during the
nine-month periods ended February 28, 2005 and 2004, respectively.

The chief executive officer forfeited compensation amounting to approximately
$25,000 during the nine-month ended February 28, 2005. The forfeiture is
recorded as additional paid-in capital and a corresponding increase to operating
expenses.

                                      -10-

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                   NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005


NOTE 7 - DEBENTURES

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 (`Cornell") 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. The Company is
no longer seeking the effectiveness of its registration statement and has no
further obligation related to its Equity Line of Credit.

The Company withdrew its registration statement because it believes that Cornell
and or its affiliates were manipulating its stock price during the registration
statement process. Pursuant to the Equity Line of Credit, Cornell was to receive
a commitment fee of $190,000 issued as a convertible debenture, convertible at
price equivalent of 97% of its lowest closing bid price for the three days
preceding its notice of conversion. Immediately prior to the Company's
withdrawal of its registration statement, and after the Company's refusal to
honor the commitment fee based on non-performance and manipulation of the stock,
the Company' stock transfer agent issued to Cornell 512,820 shares of the
Company's common stock without restrictive legend. Such shares were never
registered and the Company disputes its issuance. The Company has since
dismissed its stock transfer agent. For financial reporting purposes, the
Company recorded a charge of approximately $25,000 as selling, general, and
administrative expenses to reflect the issuance of such shares. The issuance of
the shares was recorded at the fair value of the shares at their issuance date.
The Company intends to recover the physical stock certificate to properly cancel
the wrongly issued shares.

In addition, the Company engaged a 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 legal services provided in connection with the transaction on
the same basis as the shares issued to TN Capital Equities. The Company has
rescinded the issuance of these shares based on non-performance of the
broker-dealer and Cornell Capital's counsel.

NOTE 8 - CONVERTIBLE DEBENTURE AND NOTE PAYABLE

The terms of the convertible debenture and note payable outstanding at February
28, 2005 are as follows:

$20,000 convertible debenture, bearing interest at 6% per annum, payable at the
Company's option at any time or convertible through April 2002 at the holders'
option in 100,000 shares of the Company's common stock. The convertible
debenture is payable on demand and is unsecured.

$25,000 note payable, bearing interest at 10%, through February 2005 and 18%
thereafter, payable in February 2005, secured by the Company's equipment for
sale and certain real estate property located in Florida which is owned by an
affiliate controlled by the Company's chief executive officer.

NOTE 9 - SUBSEQUENT EVENT

On December 12, 2004, the Company secured the acquisition of 266 single-family
residential building sites in located in Central Florida for the total sum of
$4,655,000, which closed in a series of transactions occurring between May and
July 2005. The Company financed this acquisition by securing a mortgage on the
property of approximately $4.7 million. The Company intends to orderly dispose
of such sites.

                                      -11-

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


INTRODUCTION

The following discussion of our financial condition and results of our
operations should be read in conjunction with the Financial Statements and Notes
thereto. This document contains certain forward-looking statements including,
among others, anticipated trends in our financial condition and results of
operations and our business strategy. These forward-looking statements are based
largely on our current expectations and are subject to a number of risks and
uncertainties. Actual results could differ materially from these forward-looking
statements. Important factors to consider in evaluating such forward-looking
statements include (i) changes in external factors or in our internal budgeting
process which might impact trends in our results of operations; (ii)
unanticipated working capital or other cash requirements; (iii) changes in our
business strategy or an inability to execute our strategy due to unanticipated
changes in the industries in which we operate; and (iv) various competitive
market factors that may prevent us from competing successfully in the
marketplace.

PLAN OF OPERATIONS

In July 2003, we discontinued our operations associated with the recycling
center we acquired in 1999. Accordingly, all transactions associated with the
recycling center have been retroactively accounted for as discontinued
operations.

During December 2004, we have secured the acquisition of certain real estate
property located in Orlando, Florida. We have sold certain lots and intend to
orderly dispose of the remaining lots at an appreciated value.

We also hold certain rights in two movie scripts which we seek to develop in
motion pictures.

CRITICAL ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Significant estimates made by management include, but are not
limited to, the realization of receivables owed by the purchaser of the
recycling center and whether the value attributed to the movie scripts is
impaired. Actual results will differ from these estimates.

                                      -12-

<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                               For the nine-month periods  Variation   Variation
                                                  ended  February 28,         $            %
                                                ----------------------    ---------    ---------
                                                   2005         2004     2005 vs 2004  2005 vs 2004
                                                ---------    ---------    ---------    ---------
<S>                                             <C>          <C>                               <C>
Revenues:                                       $      --    $      --           --            0%

Operating expenses:
Selling, general, and administration expenses     175,502       99,874       75,628           76%
                                                ---------    ---------    ---------    ---------

Interest income                                     1,750           --        1,750           NM
Interest expense                                   (2,226)          --       (2,226)          NM
                                                ---------    ---------    ---------    ---------

Loss from continuing operations                  (175,978)     (99,874)      76,104           76%
                                                ---------    ---------    ---------    ---------

Loss from discontinued operations                  (6,484)     (31,116)     (24,632)          79%

Net loss                                        $(182,462)   $(130,990)   $  51,472          -39%
                                                =========    =========    =========    =========
</TABLE>


NM:  Not meaningful


Nine Months Ended February 28, 2005 compared to February 28, 2004

We account for our operations related to the recycling center as discontinued
operations.

Selling, general and administrative expenses is primarily comprised of salaries,
professional fees and other operating expenses associated with the Company's
efforts to develop new business ventures as well as a charge of approximately
$25,000 amounting to the fair value of 512,820 unregistered shares wrongly
issued to Cornell in connection with the Equity Line of Credit. The increase in
selling, general, and administrative expenses during the nine-month period ended
February 28, 2005 when compared to the prior year period is primarily due to an
increase in resources used by the Company to develop new business ventures.

Gain (loss) from discontinued operations for the nine-month period ended
February 28, 2005 included expenses and collection of claims of approximately
$31,000 and $25,000 associated with the recovery of the recycling center.

Loss from discontinued operations for the nine-month period ended February 28,
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.
The decrease in the losses from discontinued operations for the nine-month
period ended February 28, 2005 is primarily due to the one-time loss on the sale
of the recycling center which occurred during the nine-month period ended
February 28, 2004.

                                      -13-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2005, the Company had cash on hand of slightly less than
$500.

During the nine-month period ended February 28, 2005, the Company used
approximately $110,000 in its operations. The cash used in operating activities
results primarily from:

     o    its loss from continuing amounting to approximately $180,000, adjusted
          for the fair value of the shares issued to Cornell Capital and the
          forfeiture of officer's compensation and the amortization of the
          deferred compensation which aggregated approximately $60,000 and,

     o    its loss from discontinued operations amounting to approximately
          $6,000.

During the nine-month period ended February 28, 2004, the Company disposed of
property and equipment generating approximately $950,000. Such funds were used
to repay the mortgage related to the property of $375,000, and made principal
repayments of approximately $160,000 on amounts due to Double D, Inc., a company
owned and controlled by our President, Mr. Greenfield. The remaining funds were
used to finance our operating activities and as working capital.

We own the rights to two movie scripts. We intend to finance the production
costs estimated at $3,000,000 for the first of these films from the proceeds of
a private offering of restricted equity securities. If we are unable to raise
the requisite funding, this could have a material adverse impact on the
Company's planned business and its financial condition and prevent the
production of any of the films.

The closing of the sale of 178 lots, which are now under the contract, will
yield no less than $6,230,000 during fiscal 2006. It is anticipated that
additional lots will be sold and the disposition proceeds will be used to
acquire income-producing real estate which should result in monthly cash flows.

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. Any such acquisition would
require additional funding, through the sale of Company securities and/or other
financing sources. There can be no assurances that such financing will be
available to the Company.

There are no present plans to hire any additional personnel in connection with
the Company's planned film production. However, if operations are expanded
through growth or acquisitions, the Company expects to hire personnel to meet
these needs and may enter into full-time employment agreements with its
president or others to oversee its operations. The number of employees which may
be hired will be determined by the expansion of the Company's present business
or into other business ventures. 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.

                                      -14-

<PAGE>

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


In November 2004, Financial Accounting Standards Board issued statement of
Financial Accounting Standard No. 151, "Inventory Costs." The new statement
amends Accounting Research Bulletin No. 43, Chapter 4, "Inventory Pricing," to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material. This statement requires that those items be
recognized as current-period charges and requires that allocation of fixed
production overheads to the cost of conversion be based on the normal capacity
of the production facilities. This statement is effective for fiscal years
beginning after June 15, 2005. We do not expect adoption of this statement to
have a material impact on our financial condition or results of operations.

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant-date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective beginning in our first quarter of fiscal 2006. We are in
process of evaluating the impact of this pronouncement on our financial
position.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Non-monetary Assets." The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. We believe that the adoption of this
standard will have no material impact on our financial statements.

In April 2005, the Securities and Exchange Commission's Office of the Chief
Accountant and its Division of Corporation Finance has released Staff Accounting
Bulletin (SAB) No.107 to provide guidance regarding the application of FASB
Statement No.123 (revised 2004), Share-Based Payment. Statement No. 123(R)
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. SAB 107 provides interpretative
guidance related to the interaction between Statement No. 123R and certain SEC
rules and regulations, as well as the staff's views regarding the valuation of
share-based payment arrangements for public companies. SAB 107 also reminds
public companies of the importance of including disclosures within filings made
with the SEC relating to the accounting for share-based payment transactions,
particularly during the transition to Statement No. 123R.

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS
154"). This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.

Opinion 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. This
Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances

                                      -15-

<PAGE>


of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an income statement. When it is
impracticable to determine the cumulative effect of applying a change in
accounting principle to all prior periods, this Statement requires that the new
accounting principle be applied as if it were adopted prospectively from the
earliest date practicable. This Statement shall be effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. The Company does not believe that the adoption of SFAS 154 will have a
significant effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.


ITEM 3.  CONTROLS AND PROCEDURES

         Our management, which includes our CEO, has conducted an evaluation of
the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended)
as of a date (the "Evaluation Date") as of the end of the period covered by this
report. Based upon that evaluation, our CEO has concluded that our disclosure
controls and procedures are effective for timely gathering, analyzing and
disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934, as amended. There have been no
significant changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to the end of the period
covered by this report based on such evaluation.

                                      -16-

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 6.  EXHIBITS

31.1     Rule 13a-14(a)/15d-14(a) certification of CEO
31.2     Rule 13a-14(a)/15d-14(a) certificate of principal accounting officer
32.1     Section 1350 certification of CEO and principal accounting officer















                                      -17-

<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
has caused his report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                           Distrbution Management Services, Inc.

                                           By: /s/ Leo Greenfield
                                               ---------------------------------
                                           Leo Greenfield,
                                           CEO, principal executive officer and
                                           principal accounting officer

February 2, 2006















                                      -18-